1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
CVF TECHNOLOGIES CORPORATION
(Exact name of small business issuer as specified in its charter)
NEVADA 0-29266 87-0429335
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
916 CENTER STREET
LEWISTON, NEW YORK 14092
(716) 754-7883
(Address, including zip code, and telephone number,
including area code, of issuer's principal executive offices)
Check whether the issuer (1) 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[ ]
As of May 12, 2000, there were 7,613,653 shares of common stock, $0.001 par
value per share, of the issuer outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2000 1999
(unaudited) (audited)
------------ ------------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 3,555,794 $ 3,557,706
Restricted cash 185,228 185,900
Trade receivables 2,613,122 2,112,478
Inventory 1,119,481 975,027
Prepaid expenses and other 97,085 69,044
Income taxes receivable 1,137,720 1,162,253
------------ ------------
TOTAL CURRENT ASSETS 8,708,430 8,062,408
PROPERTY AND EQUIPMENT, net of accumulated depreciation 511,122 479,732
HOLDINGS, carried at cost or equity 2,300,877 2,162,198
HOLDINGS AVAILABLE FOR SALE, at market 5,687,645 2,160,028
GOODWILL, net of accumulated amortization 7,218,594 7,539,917
------------ ------------
TOTAL ASSETS $ 24,426,668 $ 20,404,283
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Bank indebtedness $ 514,594 $ 377,144
Current portion of long-term debt 248,364 249,264
Loans in default of covenants 236,340 248,273
Trade payables 2,632,411 1,970,672
Accrued expenses 892,653 993,544
Dividends payable on Series A and Series B preferred stock 153,686 144,592
Dividends payable on subsidiary's shares 279,237 267,266
Debt Equivalent 545,021 567,768
------------ ------------
TOTAL CURRENT LIABILITIES 5,502,306 4,818,523
------------ ------------
LONG TERM DEBT 274,678 275,675
DEFERRED INCOME TAXES 1,465,820 51,841
MINORITY INTEREST 4,121,145 4,374,664
PENSION OBLIGATION 510,711 517,848
PREFERRED STOCK OF SUBSIDIARIES 254,176 255,097
DEPOSIT-PRIVATE PLACEMENT (Note 8) 1,750,000 --
------------ ------------
8,376,530 5,475,125
------------ ------------
REDEEMABLE SERIES A PREFERRED STOCK 456,250 456,250
------------ ------------
14,335,086 10,749,898
------------ ------------
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, authorized 50,000,000 shares,
7,351,822 issued and 436,200 in treasury 7,352 7,293
Series B convertible preferred stock, $0.001 par value, liquidation
preference of 30% of stated value, authorized, issued and
outstanding 350,000 shares 350 350
Additional paid in capital 22,752,784 22,582,146
Treasury stock (2,699,779) (2,699,779)
Accumulated other comprehensive income 2,110,859 22,963
Accumulated deficit (12,079,984) (10,258,588)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 10,091,582 9,654,385
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 24,426,668 $ 20,404,283
============ ============
See notes to consolidated financial statements
3
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
(UNAUDITED)
-----------
Three months ended March 31,
2000 1999
----------- -----------
SALES $ 3,921,971 $ 3,236,170
COST OF SALES 3,426,332 2,725,372
----------- -----------
GROSS PROFIT 495,639 510,798
----------- -----------
EXPENSES:
Selling, general and administrative 2,113,388 1,575,705
Research and development 138,407 192,359
----------- -----------
TOTAL EXPENSES 2,251,795 1,768,064
----------- -----------
(LOSS) FROM OPERATIONS (1,756,156) (1,257,266)
----------- -----------
OTHER INCOME AND (EXPENSES):
Interest income (expense), net 4,732 (55,695)
Other income, net 2,067 29,501
Income (loss) from equity investees (251,090) (252,806)
Gain on sale of holdings -- 146,753
----------- -----------
TOTAL OTHER INCOME AND (EXPENSES) (244,291) (132,247)
----------- -----------
(LOSS) BEFORE PROVISION FOR INCOME TAXES AND
MINORITY INTEREST (2,000,447) (1,389,513)
Provision (benefit) for income taxes 482 (172,213)
----------- -----------
(Loss) before minority interest (2,000,929) (1,217,300)
Minority interest 237,449 128,456
----------- ------------
NET (LOSS) (1,763,480) (1,088,844)
=========== ===========
NET (LOSS) PER SHARE - BASIC $ (0.26) $ (0.16)
=========== ===========
NET (LOSS) PER SHARE - DILUTED (0.26) (0.16)
=========== ===========
WEIGHTED SHARES USED IN COMPUTATION - BASIC 6,889,867 6,727,722
=========== ===========
WEIGHTED SHARES USED IN COMPUTATION - DILUTED 6,889,867 6,727,722
=========== ===========
See notes to consolidated financial statements
4
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(UNAUDITED)
-----------
Three Months Ended March 31,
------------------------------
2000 1999
----------- -----------
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss) $(1,763,480) $(1,088,844)
----------- -----------
Adjustments to reconcile net (loss) to net cash from operating activities:
Depreciation and amortization 332,114 192,226
Loss from equity investees 251,090 252,806
Gain on sale of investments -- (146,753)
Common stock issued in lieu of cash 122,397 --
Minority interest in (losses) of subsidiaries (237,449) (128,456)
pension obligation 7,143 (4,404)
Changes in operating assets and liabilities (net of acquisitions):
(Increase) decrease in accounts receivable (507,682) 754,583
(Increase) in inventory (147,802) (21,294)
(Increase) decrease in prepaid expenses and other (28,259) 230,643
(Increase) decrease in income taxes receivable 20,313 (138,910)
Increase (decrease) in accounts payable and accrued expenses 570,887 (661,825)
(Decrease) in income taxes payable -- (241,929)
----------- -----------
382,752 86,687
----------- -----------
CASH (USED) IN OPERATING ACTIVITIES (1,380,728) (1,002,157)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (71,523) (11,527)
Investments in and advances to equity investees (406,557) (803,134)
Purchase of marketable securities -- (316,734)
----------- -----------
CASH (USED) IN INVESTING ACTIVITIES (478,080) (1,131,395)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of debt 106,954 4,158
(Increase) Decrease in restricted cash 672 (1,467)
Deposit Received on Private Placement 1,750,000 --
Purchase of treasury stock -- (16,521)
----------- -----------
CASH PROVIDED (USED) IN FINANCING ACTIVITIES 1,857,626 (13,830)
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS (730) (41,429)
----------- -----------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (1,912) (2,188,811)
CASH AND CASH EQUIVALENTS - beginning of period 3,557,706 4,297,177
----------- -----------
CASH AND CASH EQUIVALENTS - end of period $ 3,555,794 $ 2,108,366
=========== ===========
See notes to consolidated financial statements
5
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
STATEMENT OF COMPREHENSIVE INCOME
---------------------------------
(UNAUDITED)
-----------
Three months ended March 31,
2000 1999
----------- -----------
Net (loss) $(1,763,480) $(1,088,844)
----------- -----------
Other comprehensive income, net of tax:
Foreign currency translation adjustments (32,047) 54,094
Unrealized holding gains:
Unrealized holding gains arising during period (see note below) 2,119,943 389,250
----------- -----------
Net unrealized holding gains 2,119,943 389,250
----------- -----------
Total other comprehensive income (loss) 2,087,896 443,344
----------- -----------
Comprehensive income (loss) during period $ 324,416 $ (645,500)
=========== ===========
Note: Unrealized holding gains are net of tax expense of $1,413,295
and $259,500 for the three months ended March 31, 2000 and 1999
respectively.
See notes to consolidated financial statements
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CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
THREE MONTHS ENDED MARCH 31, 2000
---------------------------------
(UNAUDITED)
-----------
1. BASIS OF PRESENTATION
---------------------
The accompanying financial statements are unaudited, but
reflect all adjustments which, in the opinion of management, are
necessary for a fair presentation of financial position and the
results of operations for the interim periods presented. All such
adjustments are of normal and recurring nature. The results of
operations for any interim period are not necessarily indicative
of the results attainable for a full fiscal year.
2. INCOME (LOSS) PER SHARE
-----------------------
Basic earnings (loss) per share is computed by dividing net
income (loss) available to common stockholders by the weighted
average number of common shares outstanding during the period.
The net income (loss) available to common stockholders consists
of net income (loss) reduced by the dividends on the Company's
Series A and B preferred stock. Diluted earnings (loss) per share
reflects the per share amount that would have resulted if diluted
potential common stock had been converted to common stock, as
prescribed by SFAS 128.
3. INVESTMENTS
-----------
The following table gives certain summarized unaudited
financial information related to the Company's equity basis
holdings:
Three Months Ended
March 31,
----------------------------
2000 1999
----------------------------
Net Sales $ 24,787 $ 93,380
Gross (loss) on sales (9,730) (40,582)
(Loss) from continuing operations (249,645) (1,083,873)
Net (loss) (249,645) (1,083,873)
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4. INTERIM FINANCIAL STATEMENT DISCLOSURES
---------------------------------------
Certain information and footnote disclosures normally included
in financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted from the
accompanying unaudited interim financial statements. Reference is made
to the Company's audited financial statements for the year ended
December 31, 1999 included in the Company's Annual Report on Form
10-KSB filed with the Securities and Exchange Commission on April 4,
2000.
5. ADOPTION OF ACCOUNTING STANDARD
-------------------------------
During the quarter ended June 30, 1999, the Company adopted
Statement of Position 98-5 (issued by the Accounting Standards
Executive Committee of The American Institute of Certified Public
Accountants), "Reporting on the costs of start-up activities"
prescribing that start-up costs should be expensed as incurred. A
charge of $253,154 net of tax was recorded in the quarter ended June
30, 1999.
6. CHANGE IN ACCOUNTING ESTIMATE
-----------------------------
During the quarter ended March 31, 2000, the company changed
the period over which goodwill is amortized from 15 years to 10 years.
The effect of this change on net income (loss) for the 3 months ending
March 31, 2000 was an increase in the loss by $125,625 ($0.02 per
share).
7. INCOME TAXES
------------
The income tax benefit of $172,213 booked for the three months
ended March 31, 1999 was based on losses incurred in that period by the
consolidated US entities being carried back to 1997 when CVF made
significant gains on the sale of shares of one of its investments. No
similar benefit was booked in the first quarter of 2000 because
operating losses incurred after 1999 cannot be carried back to 1997.
Losses incurred by Canadian subsidiaries are not available to recover
US taxes paid but will be utilized when each such entity has taxable
income in Canada.
8. SEGMENTED INFORMATION
---------------------
In 1999, as a result of changes in the scope of activities of
investee companies, the Company reallocated business units to
business segments to more appropriately group units for chief operating
decision purposes and reporting in accordance with FAS 131. This
change was applied on a retroactive basis. The Company has four
reportable segments: machine controls: precious gem identification,
retail products, and general corporate. The machine controls division
designs, manufactures and sells electric motor controls to machine
manufacturers. The gem identification segment consists of one company
that has developed identification and database systems, and markets its
products and services to the companies in the precious gem business,
including producers, cutters, distributors and retailers. The Company's
retail segment consists of one company that sources and sells natural
health services and products to consumers. The Company's general
corporate segment includes one company which provides funding and
management overview services to the holdings. This segment's profits
include interest income and gains on sales of its various holdings.
The Company evaluates performance and allocates resources based on
profit or loss from operations before income taxes, depreciation and
research and development. The accounting policies of the reportable
segments are the same as those described in the summary of significant
accounting policies.
8
There are no intersegment sales, transfers or profit or loss.
Industry Segments for the Three Months Ended March 31, 2000 and 1999
Machine Identification Retail Corporate All
Controls Systems Products Administration Other Total
2000 $ $ $ $ $ $
- ----
Sales 3,210,003 51,002 182,338 -- 478,628 3,921,971
(Loss) from operations (156,999) (206,749) (247,035) (718,550) (426,823) (1,756,156)
Other income (expense) 52,083 (24,326) 95,868 (231,551) 101,084 (6,842)
(loss) before income taxes (104,916) (231,075) (151,167) (950,101) (325,739) (1,762,998)
1999
- ----
Sales 2,690,226 47,047 235,316 -- 263,581 3,236,170
(Loss) from operations (85,789) (214,541) (186,424) (395,922) (374,590) (1,257,266)
Other income (expense) (15,983) (17,863) (6,123) (124,949) 161,127 (3,791)
(loss) before income taxes (101,772) (232,404) (192,547) (520,871) (213,463) (1,261,057)
9. SUBSEQUENT EVENT
----------------
On May 8, 2000 CVF Technologies Corporation issued 636,365 common
shares for net cash proceeds of $1,750,000 in a private placement.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 1999:
Consolidated sales of CVF Technologies Corporation ("CVF" or the "Company") for
the three months ended March 31, 2000 amounted to $3,921,971, representing an
increase of $685,801 (21%) compared to sales of $3,236,170 for the same period
in 1999. On a stand-alone basis, CVF has no sales from operations. Sales and
gross profit from sales reflect the operations of CVF's consolidated
subsidiaries only. The consolidated subsidiaries are Biorem Technologies Inc.
("Biorem"), Dantec Corporation ("Dantec"), Grand Island Marketing Inc.
("Elements"), GemprintTM Corporation ("Gemprint"), SRE Controls Inc. ("SRE"),
Canadian Venture Founders Leasing Corporation, Eastview Marketing One LLC, and
Grand Island Marketing Two LLC. CVF consolidates profit and loss only (equity
method) for companies in which CVF holds 50% to 20% ownership. These companies
are Ecoval Inc. ("Ecoval") and Petrozyme Technologies Inc. ("Petrozyme"). The
results of RDM Corporation and TurboSonic Technologies Inc., companies in which
CVF has less than 20% ownership, are not included in the Consolidated Statement
of Operations. CVF's investments in these latter two companies are carried at
market value on the Consolidated Balance Sheet under Holdings Available for
Sale.
During the first quarter of 2000 SRE continued full production on a strategic
relationship contract (which began in the third quarter of 1998) with a major
original equipment manufacturer (OEM). This contract resulted in SRE's sales for
the first quarter of 2000 increasing by $519,777 (19%) over the same period in
1999. This sales growth should continue throughout 2000 as the contract will be
active for the entire year. Biorem's sales increased by $193,566 (241%) during
the first quarter of 2000 compared to the same period in 1999 due to continued
acceleration of new business in biofilter sales.
CVF's gross profit of $495,639 for the first quarter of 2000 represents a
decrease of $15,159 (3%) from the same period last year. Gross profit as a
percentage of sales declined to 12.6% for the first quarter of 2000 from 15.8%
in the first quarter of 1999. This decrease is mainly due to SRE reducing its
usual gross profit on the OEM relationship referred to above in order to
increase market share. SRE plans to increase its margins on future contracts.
Selling, general and administrative expenses on a consolidated basis amounted to
$2,113,388 for the first quarter of 2000. This represents an increase of
$537,683 or 34% compared to the first quarter of 1999, in which the level of
expenditures was low relative to the rest of that year. Of this increase
$125,625 relates to the increased cost of amortizing goodwill (due to the
write-off period being shortened from 15 years to 10 years beginning in 2000);
$109,949 relates to consulting expense; and $82,820 relates to investor
relations expense. Management continues to undertake a concerted effort to
effect an overall reduction in administrative costs.
Research and development expenses for the first quarter of 2000 amounted to
$138,407 compared to $192,359 in the comparable 1999 period. This decrease is
mainly due to Gemprint's expenses for new product development being higher in
the 1999 period by $39,568.
Net interest income (expense) increased from interest expense of $55,695 for the
first quarter of 1999 to interest income of $4,732 for the same period in 2000.
Investment of large cash balances by SRE during the first quarter of 2000
accounted for this increase.
Provision (benefit) for income taxes changed from a benefit of $172,213 in the
first quarter of 1999 to a provision of $482 in the first quarter of 2000. The
benefit of $172,213 booked for the three months ended March 31, 1999 was based
on losses incurred in that period by the consolidated US entities being carried
back to 1997 when CVF made significant gains on the sale of shares of one of its
investments. No similar benefit was booked in the first quarter of 2000 because
operating losses incurred after 1999 cannot be carried back to 1997.
10
Losses incurred by Canadian subsidiaries are not available to recover US taxes
paid but will be utilized when each such entity has taxable income in Canada.
CVF recorded a net loss of $1,763,480 for the three months ended March 31, 2000
as a result of the operations described above, which compares to a net loss of
$1,088,844 incurred in the corresponding period of 1999.
LIQUIDITY AND CAPITAL RESOURCES:
Stockholders' equity as of March 31, 2000 amounted to $10,091,582 compared to
$9,654,385 at December 31, 1999. This net increase of $437,197 is primarily
attributable to the net loss of $1,763,480 and a foreign exchange loss incurred
during the first quarter of 2000 which was offset by an increase of $2,119,943
in unrealized gains on investment holdings which was recognized in the same
period.
The current ratio of CVF at March 31, 2000 is 1.6 to 1. Although the current
ratio declined from 1.7 to 1 at December 31, 1999 it still remains strong. This
decline in the current ratio is attributable to the use of cash and cash
equivalents to fund ongoing operations during the first three months of 2000.
In order to further augment the growth of its companies CVF plans to raise
additional funds in 2000, as it did in 1999. These funds, to be derived from
private placement or public offering, will be used to acquire additional
positions in its existing companies or to acquire companies that are synergistic
to the current portfolio. Also, CVF will endeavor to assist its investee
companies to obtain financing in order to position them for future growth. In
May 2000 CVF raised $1,750,000 by selling 636,365 of its common shares in a
private placement. These funds will be used to acquire additional positions in
CVF's existing investee companies and for new investments.
Impact of Year 2000
In prior years, the Company discussed the nature and progress of its plans to
become Year 2000 ready. In late 1999, the Company completed its remediation and
testing of systems. As a result of those planning and implementation efforts,
the Company experienced no significant disruptions in mission critical
information technology and non-information technology systems and believes those
systems successfully responded to the Year 2000 date change. The Company
expensed approximately $5,000 during 1999 in connection with remediating its
systems. The Company is not aware of any material problems resulting from Year
2000 issues, either with its products, its internal systems, or the products and
services of third parties. The Company will continue to monitor its mission
critical computer applications and those of its suppliers and vendors throughout
the year 2000 to ensure that any latent Year 2000 matters that may arise are
addressed promptly.
FORWARD LOOKING STATEMENTS
The Company believes that certain statements contained in this Quarterly Report
on Form 10-QSB constitute "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the Company's actual results, performance or achievements to vary
materially from the Company's expected results, performance or achievements.
These factors include, among others, the following:
- general economic and business conditions;
- foreign currency fluctuations, particularly involving Canada;
- the Company's ability to find additional suitable investments and the
ability of those investments to generate an acceptable return on
invested capital;
- the uncertainties and risks involved in investing in early-stage
development companies which can arise because of the lack of a
customer base, lack of name recognition and credibility, the need to
11
bring in experienced management and the need to develop and refine the
business and its operations, among other reasons;
- because many of the businesses that the Company may invest in are
developing products that require significant additional development,
testing and financial support prior to commercialization, the
likelihood that such products can be successfully developed, produced
in commercial quantities at reasonable costs and successfully
marketed, including, without limitation, the expense, difficulty and
delay frequently encountered in connection with the development of new
technology and the highly competitive environment of the technology
industry;
- the ability of the Company to assist its investee companies in
obtaining additional capital, either from the Company's own resources
or other participants, so as to permit these companies to grow;
- the ability of the Company and its investee companies to attract and
retain qualified management and technical personnel;
- with respect to certain of the Company's investee companies that
provide environmental and other highly regulated products and
services, the risk of the enactment of new laws and regulations or
amendment of existing laws and regulations that adversely affect the
business operations and prospects of these companies; and
- various other factors referenced in this Quarterly Report on 10-QSB.
The Company will not update any forward-looking information to reflect actual
results or changes in the factors affecting the forward-looking information.
12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(11) Statement re computation of per share earnings
(27) Financial Data Schedule
13
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.
DATED: May 15, 2000
CVF TECHNOLOGIES CORPORATION
By: /s/ Jeffrey I. Dreben
-----------------------------------
Name: Jeffrey I. Dreben
Title: Chairman of the Board, President
and Chief Executive Officer
By: /s/ Robert L. Miller
-----------------------------------
Name: Robert L. Miller
Title: Chief Financial Officer
14
EXHIBIT INDEX
(11) Statement re computation of per share earnings
(27) Financial Data Schedule