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 JUNE 30, 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 August 7, 2000, there were 7,675,783 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
---------------------------
June 30, December 31,
2000 1999
(unaudited) (audited)
--------------------- ----------------------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents 1,298,930 $ 3,557,706
Restricted cash 181,470 185,900
Trade receivables 3,098,637 2,112,478
Inventory 1,143,160 975,027
Prepaid expenses and other 175,516 69,044
Income taxes receivable 1,119,692 1,162,253
---------------------
----------------------
TOTAL CURRENT ASSETS 7,017,405 8,062,408
PROPERTY AND EQUIPMENT, net of accumulated depreciation 500,915 479,732
HOLDINGS, carried at cost or equity 3,205,793 2,162,198
HOLDINGS AVAILABLE FOR SALE , at market 7,230,828 2,160,028
GOODWILL, net of accumulated amortization 6,765,856 7,539,917
--------------------- ----------------------
TOTAL ASSETS 24,720,797 $ 20,404,283
===================== ======================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Bank indebtedness (subsidiary) 516,456 $ 377,144
Current portion of long-term debt (subsidiary) 243,324 249,264
Subsidiary loan in breach of covenants (Note 7) 222,366 248,273
Trade payables 2,817,827 1,970,672
Accrued expenses 1,011,489 993,544
Dividends payable on Series A and Series B preferred stock 104,058 144,592
Dividends payable on subsidiary's shares 286,244 267,266
Debt Equivalent (subsidiary) 527,202 567,768
--------------------- ----------------------
TOTAL CURRENT LIABILITIES 5,728,966 4,818,523
--------------------- ----------------------
LONG TERM DEBT (subsidiary) 336,695 275,675
DEFERRED INCOME TAXES 2,099,515 51,841
MINORITY INTEREST 3,936,018 4,374,664
PENSION OBLIGATION 495,855 517,848
PREFERRED STOCK OF SUBSIDIARIES 249,018 255,097
--------------------- ----------------------
7,117,101 5,475,125
--------------------- ----------------------
REDEEMABLE SERIES A PREFERRED STOCK (NOTE 10) 456,250 456,250
--------------------- ----------------------
13,302,317 10,749,898
--------------------- ----------------------
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, authorized 50,000,000 shares,
8,087,316 issued and 437,200 in treasury 8,087 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
Warrants 504,351 -
Additional paid in capital 24,658,371 22,582,146
Treasury stock (2,702,710) (2,699,779)
Accumulated other comprehensive income 2,941,358 22,963
Accumulated deficit (13,991,327) (10,258,588)
--------------------- ----------------------
TOTAL STOCKHOLDERS' EQUITY 11,418,480 9,654,385
--------------------- ----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 24,720,797 $ 20,404,283
===================== ======================
See notes to consolidated financial statements
3
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
(UNAUDITED)
-----------
Three months ended June 30, Six months ended June 30,
2000 1999 2000 1999
------------------ ----------------- ------------------ -------------------
SALES $ 4,414,146 $ 4,354,953 $ 8,336,117 $ 7,591,123
COST OF SALES 3,676,463 3,652,253 7,102,795 6,377,625
------------------ ------------------ ------------------ -------------------
GROSS PROFIT 737,683 702,700 1,233,322 1,213,498
------------------ ------------------ ------------------ -------------------
EXPENSES:
Selling, general and administrative 1,977,311 1,715,323 4,090,699 3,291,028
Research and development 148,450 148,476 286,857 340,835
------------------ ------------------ ------------------ -------------------
TOTAL EXPENSES 2,125,761 1,863,799 4,377,556 3,631,863
------------------ ------------------ ------------------ -------------------
(LOSS) FROM OPERATIONS (1,388,078) (1,161,099) (3,144,234) (2,418,365)
------------------ ------------------ ------------------ -------------------
OTHER INCOME AND (EXPENSES):
Interest income (expense), net 1,413 4,558 6,145 (51,137)
Other income, net 95,272 36,273 97,339 65,774
(loss) from equity investees (283,138) (253,718) (534,228) (506,524)
Gain on sale of holdings -- 11,269 -- 158,022
------------------ ------------------ ------------------ -------------------
TOTAL OTHER INCOME AND (EXPENSES) (186,453) (201,618) (430,744) (333,865)
------------------ ------------------ ------------------ -------------------
(LOSS) BEFORE PROVISION FOR INCOME TAXES AND
MINORITY INTEREST (1,574,531) (1,362,717) (3,574,978) (2,752,230)
Provision (benefit) for income taxes 945 (217,210) 1,427 (389,423)
------------------ ------------------ ------------------ -------------------
(LOSS) BEFORE MINORITY INTEREST (1,575,476) (1,145,507) (3,576,405) (2,362,807)
Minority interest 100,312 43,451 337,761 171,907
------------------ ------------------ ------------------ -------------------
NET (LOSS) BEFORE CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING PRINCIPLE (1,475,164) (1,102,056) (3,238,644) (2,190,900)
CUMULATIVE EFFECT OF A CHANGE
IN ACCOUNTING PRINCIPLE NET OF TAX (SEE NOTE 5.) -- (253,154) -- (253,154)
------------------ ------------------ ------------------ -------------------
NET (LOSS) $ (1,475,164) $ (1,355,210) $ (3,238,644) $ (2,444,054)
================== ================== ================== ===================
BASIC (LOSS) PER SHARE
LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE
IN ACCOUNTING PRINCIPLE $ (0.21) $ (0.16) $ (0.47) $ (0.32)
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE (SEE NOTE 5.) -- (0.04) -- (0.04)
------------------ ------------------ ------------------ -------------------
NET (LOSS) $ (0.21) $ (0.20) $ (0.47) $ (0.36)
================== ================== ================== ===================
WEIGHTED SHARES USED IN COMPUTATION - BASIC 7,339,177 6,722,675 7,114,522 6,725,185
================== ================== ================== ===================
WEIGHTED SHARES USED IN COMPUTATION - DILUTED 7,339,177 6,722,675 7,114,522 6,725,185
================== ================== ================== ===================
See notes to consolidated financial statements
4
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(UNAUDITED)
-----------
Six Months Ended June 30,
--------------------------------------------
2000 1999
-------------------- --------------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss) $ (3,238,644) $ (2,444,054)
-------------------- --------------------
Adjustments to reconcile net (loss) to net
cash from operating activities:
Depreciation and amortization 658,061 364,984
loss from equity investees 534,228 506,524
Gain on sale of investments -- (158,022)
Cumulative effect of change in accounting principle -- 253,154
Common stock issued in lieu of cash 262,395 --
Minority interest in (losses) of subsidiaries (337,761) 34,732
pension obligation 14,828 (9,041)
Changes in operating assets and liabilities (net of acquisitions):
(Increase) in accounts receivable (1,028,584) (210,805)
(Increase) decrease in inventory (193,293) 1,103
(Increase) decrease in prepaid expenses and other (127,549) 256,204
(Increase) decrease in income taxes receivable 42,561 (304,390)
Increase in accounts payable and accrued expenses 1,085,159 140,446
(decrease) in income taxes payable -- (243,868)
-------------------- --------------------
910,045 631,021
-------------------- --------------------
CASH (USED) IN OPERATING ACTIVITIES (2,328,599) (1,813,033)
-------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (108,943) (26,739)
Investments in and advances to equity investees (1,626,495) (943,237)
Purchase of holdings available for sale (51,203) (471,000)
Acquisitions, net of cash acquired -- (206,639)
Proceeds from sale of investments -- 228,730
Proceeds from sale of marketable securities -- 250,244
-------------------- --------------------
CASH (USED) IN INVESTING ACTIVITIES (1,786,641) (1,168,641)
-------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of debt 197,869 110,403
(Increase) in restricted cash -- (3,020)
Sale of common stock 1,806,760 --
Purchase of treasury stock (2,931) (32,965)
Redemption of shares in stock of subsidiaries (27,308) --
-------------------- --------------------
CASH PROVIDED (USED) IN FINANCING ACTIVITIES 1,974,390 74,418
-------------------- --------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS (117,926) (147,156)
-------------------- --------------------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (2,258,776) (3,054,412)
CASH AND CASH EQUIVALENTS - beginning of period 3,557,706 4,297,177
-------------------- --------------------
CASH AND CASH EQUIVALENTS - end of period $ 1,298,930 $ 1,242,765
==================== ====================
See notes to consolidated financial statements
5
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
STATEMENT OF COMPREHENSIVE INCOME
---------------------------------
(UNAUDITED)
-----------
Three months ended June 30, Six months ended June 30,
2000 1999 2000 1999
------------ -------------- ------------- ------------
Net (loss) $ (1,475,164) $ (1,355,210) $ (3,238,644) $ (2,444,054)
------------ -------------- ------------- ------------
Other comprehensive income, net of tax:
Foreign currency translation adjustments (114,301) 102,437 (146,348) 156,531
Unrealized holding gains:
Unrealized holding gains arising during period (see note below) 944,800 331,781 3,064,743 721,031
------------ -------------- ------------- ------------
Net unrealized holding gains 944,800 331,781 3,064,743 721,031
------------ -------------- ------------- ------------
Total other comprehensive income (loss) 830,499 434,218 2,918,395 877,562
------------ -------------- ------------- ------------
Comprehensive income (loss) during period $ (644,665) $ (920,992) $ (320,249) $ (1,566,492)
============ ============== ============= ============
Note: Unrealized holding gains are net of tax expense of $667,926 and
$170,917 for the three months ended June 30, 2000 and 1999 respectively
and $2,081,221 and $371,440 for the six months ended June 30, 2000 and
1999 respectively.
See notes to consolidated financial statements
6
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
SIX MONTHS ENDED JUNE 30, 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:
Six Months Ended
June 30,
--------------------------------------------------
2000 1999
--------------------------------------------------
$117,757 $602,659
Net Sales
Gross profit on sales
5,488 129,421
(loss) from continuing
operations (542,629) (1,219,431)
Net (loss) (542,629) (1,219,431)
7
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
-----------------------------
Effective January 1, 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 6 months ending June 30, 2000
was an increase in the loss by $280,264 ($0.04 per share).
7. SUBSIDIARY LOAN IN BREACH OF COVENANTS
--------------------------------------
The full amount of the Elements small business loans have
been included in current liabilities, as Elements did not comply with
certain financial ratios included in the related loan agreements,
giving the lender the right to demand repayment. Elements is current
with payments on these loans.
8. INCOME TAXES
------------
The income tax benefit of $389,423 booked for the six
months ended June 30, 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 six months 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.
9. 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.
8
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.
There are no intersegment sales, transfers or profit or loss.
Industry Segments for the Six Months Ended June 30, 2000 and 1999
Machine Identification Retail Corporate All
Controls Systems Products Administration Other Total
2000 $ $ $ $ $ $
- ----
Sales 6,322,387 86,965 371,546 -- 1,555,219 8,336,117
(Loss) from operations (429,256) (418,936) (438,508) (1,331,429) (526,105) (3,144,234)
Other income (expense) 108,967 (38,391) 146,951 (435,556) 125,046 (92,983)
(loss) before income taxes (320,289) (457,327) (291,557) (1,766,985) (401,059) (3,237,217)
1999
- ----
Sales 6,104,121 97,684 457,676 -- 931,642 7,591,123
(Loss) from operations (79,989) (413,405) (328,366) (1,048,795) (547,716) (2,418,271)
Other income (expense) 4,852 (36,239) (12,837) (351,585) 233,851 (161,958)
(loss) before income taxes
and cumulative effect of a
change in accounting principle (75,137) (449,644) (341,203) (1,400,380) (313,865) (2,580,229)
10. SUBSEQUENT EVENTS
-----------------
In July, 2000 CVF extended an offer to the Series A Preferred
Stock shareholders to exchange their shares with a stated value of
$18.25 per share plus accrued dividends for CVF common shares at a
$2.00 per share price. This offer is currently outstanding.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 1999:
Consolidated sales of CVF Technologies Corporation ("CVF" or the "Company") for
the three months ended June 30, 2000 amounted to $4,414,146, representing an
increase of $59,193 (1.4%) compared to sales of $4,354,953 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.
Biorem's sales increased by $471,229 (353%) during the second quarter of 2000
compared to the same period in 1999 due to continued acceleration of new
business in biofilter sales. During the second 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). SRE's sales
in respect of this OEM contract for the second quarter of 2000 decreasing by
$301,511 (9%) over the same period in 1999. Dantec's sales in the second quarter
decreased by $62,699 (12%) compared to the 1999 period.
CVF's gross profit of $737,683 for the second quarter of 2000 represents an
increase of $34,983 (5.0%) from the same period last year. Gross profit as a
percentage of sales increased to 16.7% for the second quarter of 2000 from 16.1%
for the second quarter of 1999. This increase is mainly due to SRE's reduced
sales for the quarter at lower gross margins than the other subsidiary
companies. SRE plans to increase its margins on future contracts.
Selling, general and administrative expenses on a consolidated basis amounted to
$1,977,311 for the second quarter of 2000. This represents an increase of
$261,988 or 15% compared to the second quarter of 1999. Of this increase
$162,555 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);
and $60,545 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 second quarter of 2000 amounted to
$148,450 compared to $148,476 in the comparable 1999 period.
Net interest income decreased from interest income of $4,558 for the second
quarter of 1999 to interest income of $1,413 for the same period in 2000.
Other income earned by CVF in the second quarter of 2000 amounted to $95,272,
representing a $58,999 increase over the comparable 1999 period. This increase
was mainly due to a fee earned for assisting one of CVF's investee companies to
secure funding.
Losses of CVF from equity holdings, entities in which CVF has a 50% or less
ownership, increased from $253,718 in the 1999 period to $283,138 in the 2000
period. This increase is attributable to the Company's increased share of the
losses of Ecoval and Petrozyme.
10
Provision (benefit) for income taxes for the second quarter of 2000 was a
provision of $945 as compared to a benefit of $217,210 booked for the same
period in 1999. This benefit was based on losses incurred in 1999 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 second 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.
Minority interest portion of the loss increased to $100,312 in the second
quarter of 2000 from $43,451 in the comparable 1999 period due to the
attribution to minority interest of the larger losses of Dantec, Elements and
SRE incurred in the more recent period.
Cumulative effect of a change in accounting principle for the three months ended
June 30, 1999, reflects a charge of $253,154 net of tax, for the write off of
previously recorded start-up costs. The Accounting Standards Executive Committee
(AcSEC) issued Statement of Position (SOP) 98-5, which is effective for fiscal
years commencing after December 15, 1998. SOP 98-5, "Reporting on the Costs of
Start-up Activities", prescribes that start-up costs should be expensed as
incurred. The SOP states that its adoption should be reported as a cumulative
effect of a change in accounting principle.
CVF recorded a net loss of $1,475,164 for the three months ended June 30, 2000
as a result of the operations described above, which compares to a net loss of
$1,355,210 incurred in the corresponding period of 1999.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 1999:
Consolidated sales of CVF for the six months ended June 30, 2000 amounted to
$8,336,117, representing an increase of $744,994 (9.8%) compared to sales of
$7,591,123 for the same period in 1999.
Biorem achieved a $664,795 (310.9%) increase in sales compared to the same
period in 1999 due to accelerating new business in biofilter sales. During the
first half of 2000 SRE continued full production on a joint venture contract
(which began in the third quarter of 1998) with a major original equipment
manufacturer (OEM). This resulted in SRE's sales for the first six months of
2000 increasing by $218,266 (3.6%) over the same period in 1999.
CVF's gross profit as a percentage of sales declined from 16.0% in the first six
months of 1999 to 14.8% for the same period in 2000. This decrease is mainly due
to SRE reducing its usual gross profit on the OEM contract referred to above in
order to increase market share. SRE plans to increase its margins on future
contracts. Biorem's gross profit increased by $132,401 in first six months of
2000 over the comparable 1999 period due to the biofilter sales increase.
Selling, general and administrative expenses on a consolidated basis amounted to
$4,090,699 for the first six months of 2000. This represents an increase of
$799,671 or 24% compared to the first six months of 1999. Of this increase
$280,264 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);
and $143,365 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 six months ended June 30, 2000 were
$286,857 compared to $340,835 in the 1999 period. This decrease is mainly due to
Gemprint's expenses for new product development being higher in the 1999 period
by $35,227.
11
Net interest income (expense) increased from interest expense of $51,137 for the
six months ended June 30, 1999 to interest income of $6,145 for the same period
in 2000. Investment of large cash balances at SRE during the 2000 first six
months gave rise to the 2000 interest income.
Other income of $97,339 earned in the first six months of 2000 represents an
increase of $31,565 compared to the same period of 1999. This increase was
mainly due to a fee earned for assisting one of CVF's investee companies to
secure funding.
Losses of CVF from equity holdings, entities in which CVF has an ownership
between 50% and 20%, increased to $534,228 in the 2000 period from $506,524 in
the 1999 period. This increase is attributable to the Company's increased share
of the losses of Ecoval and Petrozyme.
Provision (benefit) for income taxes changed to a provision of $1,427 for the
first six months of 2000, from a benefit of $389,423 in the comparable 1999
period. The benefit booked in the 1999 period 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 2000 period 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.
Minority interest portion of the loss increased to $337,761 in the first six
months of 2000 from $171,907 in the comparable 1999 period due to the
attribution to minority interest of the larger losses of Dantec, Elements and
SRE incurred in the more recent period.
Cumulative effect of a change in accounting principle for the six months ended
June 30, 1999, reflects a charge of $253,154 net of tax, for the write off of
previously recorded start-up costs. The Accounting Standards Executive Committee
(AcSEC) issued Statement of Position (SOP) 98-5, which is effective for fiscal
years commencing after December 15, 1998. SOP 98-5, "Reporting on the Costs of
Start-up Activities", prescribes that start-up costs should be expensed as
incurred. The SOP states that its adoption should be reported as a cumulative
effect of a change in accounting principle.
As a result of the operations described above, in the first six months of 2000
the Company recorded a net loss of $3,238,644 as compared to a net loss of
$2,444,054 in the corresponding period of 1999.
LIQUIDITY AND CAPITAL RESOURCES:
Stockholders' equity as of June 30, 2000 amounted to $11,418,480 compared to
$9,654,385 at December 31, 1999. The net increase of $1,764,095 which occurred
during this six month period is primarily attributable to a private placement of
636,365 of CVF's common shares in May, 2000 for proceeds of $1,750,000 as well
as an increase of $2,119,943 in unrealized gains on investment holdings. These
increases were partially offset by the net loss of $3,238,644 and a foreign
exchange loss which were incurred during the same period.
The current ratio of CVF at June 30, 2000 is 1.2 to 1. Although the current
ratio declined from 1.7 to 1 at December 31, 1999 it still remains satisfactory.
This decline in the current ratio is attributable to the use of cash and cash
equivalents to fund ongoing operations during the first six months of 2000.
In order to further augment the growth of its companies, CVF plans to continue
to raise additional funds in 2000, as it also 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 continue its efforts to
assist its investee companies to obtain financing in order to position them for
future growth.
12
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
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.
13
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
In May 2000, the Company sold 636,365 shares of common stock in a
private placement for aggregate cash proceeds of $1.75 million.
The transaction was exempt from registration under Section 4(2) of
the Securities Act of 1933, as amended, and Rule 506 of Regulation D
promulgated thereunder.
Item 4. Submission of Matters to Vote of Security Holders
On June 22, 2000, the Company held its Annual Meeting
of Shareholders. The matters voted upon at the Annual Meeting were
(1) the election of four (4) directors and (2) the approval of the
Company's 2000 Stock Option Plan. The results of the voting were
as follows:
Election of Directors
---------------------
Name Votes For Votes Withheld
---- --------- --------------
Jeffery Dreben 5,815,573 37,435
Robert Nally 5,815,573 37,435
George Khouri 5,824,373 28,635
Robert Glazier 5,824,373 28,635
2000 Stock Option Plan
----------------------
For Against Abstain
--- ------- -------
4,512,414 64,325 0
Item 6. Exhibits and Reports on Form 8-K
(11) Statement re computation of per share earnings
(27) Financial Data Schedule
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.
DATED: August 14, 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
15
EXHIBIT INDEX
(11) Statement re computation of per share earnings
(27) Financial Data Schedule