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, 2002
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.)
8604 Main Street, Suite 1
WILLIAMSVILLE, NEW YORK 14221
(716) 565-4711
(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 2, 2002, there were 10,504,325 shares of common stock, $0.001
par value per share, of the issuer outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, December 31,
2002 2001
(unaudited) (audited)
---------- ----------
(Note 2) (Note 2)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 369,422 $ 422,538
Restricted cash -- 126,748
Trade receivables 1,199,363 1,141,758
Inventory (Note 5) 446,252 972,804
Prepaid expenses and other 67,919 82,640
Income taxes receivable 1,032,084 --
---------- ----------
TOTAL CURRENT ASSETS 3,115,040 2,746,488
Property and equipment, net of accumulated depreciation 197,915 247,625
Holdings, carried at cost or equity 270,313 276,634
Holdings (in public companies) available for sale, at market 365,604 1,338,753
Technology, net of accumulated amortization 1,238,577 1,348,645
Goodwill, net of accumulated amortization 1,474,790 1,886,710
---------- ----------
TOTAL ASSETS $6,662,239 $7,844,855
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank indebtedness $ 171,665 $ 287,417
Current portion of long-term debt 105,488 100,512
Subsidiary loans past due or in default 189,115 305,834
Trade payables and accrued liabilities 2,693,264 3,381,094
Debt equivalent -- 439,740
---------- ----------
TOTAL CURRENT LIABILITIES 3,159,532 4,514,597
---------- ----------
Deferred income taxes 1,138,564 776,583
Minority interest 353,339 578,024
Pension obligation 467,951 455,285
Preferred and other non-voting stock of subsidiaries 164,825 196,894
---------- ----------
2,124,679 2,006,786
---------- ----------
Redeemable Series A preferred stock, $0.001 par value, redeemable at $18.25 per
shares, authorized 500,000 shares,
issued and outstanding 3,477 shares 63,455 63,455
---------- ----------
5,347,666 6,584,838
---------- ----------
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, authorized 50,000,000 shares,
10,504,325 issued and 481,700 in treasury 10,986 10,399
Series B convertible preferred stock, $0.001 par value,
liquidation preference of 130% of stated value, authorized,
issued and outstanding 342,000 shares 339 345
Warrants 740,541 629,447
Additional paid in capital 27,332,395 27,191,238
Treasury stock (2,747,174) (2,746,129)
Accumulated other comprehensive loss (738,577) (676,633)
Accumulated deficit (23,283,937) (23,148,650)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 1,314,573 1,260,017
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,662,239 $7,844,855
=========== ==========
See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Three months ended June 30, Six months ended June 30,
2002 2001 2002 2001
------------ ------------ ------------ ------------
(Note 2) (Note 2) (Note 2) (Note 2)
SALES $ 1,528,885 $ 3,356,564 $ 4,012,001 $ 6,825,478
COST OF SALES 842,285 2,886,657 2,887,264 6,246,346
------------ ------------ ------------ ------------
GROSS MARGIN 686,600 469,907 1,124,737 579,132
------------ ------------ ------------ ------------
EXPENSES:
Selling, general and administrative 1,201,181 1,780,451 2,298,374 3,451,219
Research and development 95,090 219,272 200,573 489,342
------------ ------------ ------------ ------------
TOTAL EXPENSES 1,296,271 1,999,723 2,498,947 3,940,561
------------ ------------ ------------ ------------
(LOSS) FROM CONTINUING OPERATIONS BEFORE UNDER NOTED ITEMS (609,671) (1,529,816) (1,374,210) (3,361,429)
------------ ------------ ------------ ------------
OTHER INCOME AND (EXPENSES):
Interest (expense), net (34,077) (19,060) (61,187) (42,900)
Other income (expense), net 19,162 (22,477) 26,719 27,733
Income (Loss) from equity investees 310 (94,204) (28,235) (146,732)
Gain on sale of holdings 63,491 22,200 253,997 300,140
Gain on sale of subsidiary (Note 8) 516,245 -- 516,245 --
------------ ------------ ------------ ------------
TOTAL OTHER INCOME AND (EXPENSES) 565,131 (113,541) 707,539 138,241
------------ ------------ ------------ ------------
(LOSS) FROM CONTINUING OPERATIONS BEFORE
RECOVERY OF INCOME TAXES (44,540) (1,643,357) (666,671) (3,223,188)
Provision for (Recovery of) income taxes (446,049) 1,252 (474,494) (27,195)
------------ ------------ ------------ ------------
NET INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY 401,509 (1,644,609) (192,177) (3,195,993)
INTEREST
MINORITY INTEREST IN LOSS 73,389 117,171 159,141 278,301
------------ ------------ ------------ ------------
NET INCOME (LOSS) FROM CONTINUING OPERATIONS 474,898 (1,527,438) (33,036) (2,917,692)
Income (Loss) from operations of discontinued
segment (Note 3) -- (38,317) -- (73,064)
------------ ------------ ------------ ------------
NET INCOME (LOSS) 474,898 (1,565,755) (33,036) (2,990,756)
============ ============ ============ ============
BASIC INCOME (LOSS) PER SHARE $ 0.04 $ (0.18) $ (0.01) $ (0.34)
============ ============ ============ ============
DILUTED INCOME (LOSS) PER SHARE 0.03 (0.18) (0.01) (0.34)
============ ============ ============ ============
WEIGHTED SHARES USED IN COMPUTATION - BASIC 10,314,467 9,195,435 10,188,820 9,093,531
============ ============ ============ ============
WEIGHTED SHARES USED IN COMPUTATION - DILUTED 12,672,251 9,195,435 10,188,820 9,093,531
============ ============ ============ ============
See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30,
-------------------------------------------
2002 2001
--------------- ---------------
(Note 2) (Note 2)
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss) $ (33,036) $ (2,990,756)
Adjustments to reconcile net (loss) from operating activities:
Depreciation and amortization 200,279 755,904
Loss from equity investees 28,235 146,732
Gain on sale of holdings (253,997) (300,140)
Gain from sale of subsidiary (516,245) --
Common stock issued in lieu of cash -- 57,074
Minority interest in (losses) of subsidiaries (159,141) (336,195)
Warrants compensation 34,767 --
Stock options compensation 117,462 --
Deferred income tax expense 578,432 --
Pension expense 13,362 10,039
Loss from sale of subsidiaries shares -- 50,769
Changes in non-cash working capital items
Decrease in trade receivables 170,264 864,152
Decrease (increase) in inventory 345,250 (213,852)
Decrease (increase) in prepaid expenses and other 9,810 (19,013)
Decrease (increase) in income taxes receivable (1,032,084) 2,464,408
(Decrease) in trade payables and accrued liabilities (767,409) (480,340)
(Decrease) in income taxes payable -- (1,906)
--------------- ---------------
(1,231,015) 2,997,632
--------------- ---------------
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (1,264,051) 6,876
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
(Purchase) disposal of property and equipment (3,424) (27,463)
Investments in and advances to equity investees (28,602) (4,577)
Proceeds from sale of holdings 734,283 584,078
Purchase of holdings available for sale (290) (18,177)
Proceeds from sale of subsidiary 494,878 --
--------------- ---------------
CASH PROVIDED BY INVESTING ACTIVITIES 1,196,845 533,861
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (reduction) of debt -- 82,963
Increase in bank indebtedness (125,309) --
Decrease in restricted cash 127,608 --
Purchase of treasury stock (1,045) (29,303)
Redemption of shares in stock of subsidiaries -- (19,563)
--------------- ---------------
CASH PROVIDED BY FINANCING ACTIVITIES 1,254 34,097
--------------- ---------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS 12,836 54,139
--------------- ---------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (53,116) 628,973
CASH AND CASH EQUIVALENTS - beginning of period 422,538 757,508
--------------- ---------------
CASH AND CASH EQUIVALENTS - end of period $ 369,422 $ 1,386,481
=============== ===============
See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
Three months ended Six months ended
June 30, June 30,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Net income (loss) $ 474,898 $(1,565,755) $ (33,036) $(2,990,756)
----------- ----------- ----------- -----------
Other comprehensive income, net of tax:
Foreign currency translation adjustments 249,211 294,940 243,510 (67,674)
Unrealized holding gains:
Unrealized holding losses arising during period (see note below) (46,545) (154,761) (305,454) (1,557,706)
Total other comprehensive income (loss) 202,666 140,179 (61,944) (1,625,380)
----------- ----------- ----------- -----------
Comprehensive (loss) during period $ 677,564 $(1,425,576) $ (94,980) $(4,616,136)
=========== =========== =========== ===========
Note: Unrealized holding gains are net of tax (benefit) of
($31,030) and ($100,474)) for the three months ended June 30,
2002 and 2001 respectively and ($203,636) and ($1,038,471) for
the six months ended June 30, 2002 and 2001 respectively.
See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2002 AND 2001
(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.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
Certain of the comparative figures have been reclassified to conform
with the presentation adopted in the current period.
2. GOING CONCERN
These consolidated financial statements have been prepared on
a going concern basis, which presumes that assets will be realized and
liabilities discharged in the normal course of business over the
foreseeable future. The Company's current liabilities exceed its
current assets and the Company has incurred operating losses over the
quarter and for the past several quarters, which have reduced the
company's cash reserves. These conditions raise doubt about the
Company's ability to continue in the normal course of business as a
going concern as the Company's primary need for cash is to maintain its
ability to support the operations of some of its investee companies and
ultimately the carrying values, of investee companies.
The company has taken and continues to take steps to improve
its liquidity and overall financial position. During the second
quarter, the Company filed a loss carry back claim with the Internal
Revenue Service and in July 2002 received a refund totaling $1,032,084.
In April 2002 the Company sold its interest in Dantec for $572,600 and
realized a gain of $516,245 on the sale. The Company is actively
pursuing the sale of its interests in two of its other investee
companies and has retained investment bankers in order to realize value
and focus its efforts and resources. In addition, the company is using
its marketable securities (which had a market value of $365,604 as of
June 30, 2002) as a source of liquidity. The proceeds of any such sales
will be used to increase cash reserves.
During the first six months of 2002 two of its investee
companies achieved operating profitability and one of these investee
companies had positive cash flow. The Company will continue to assist
its investee companies in their efforts to obtain outside financing in
order to fund the growth and development of their respective
businesses.
The company's ability to continue to realize assets and
discharge liabilities in the normal course is uncertain and dependent
on these and other initiatives. These financial statements do not
include any of the adjustments to the amounts or classification of
assets and liabilities that might be necessary should the company be
unable to continue its business in the normal course.
3. DISCONTINUED OPERATIONS/SEGMENT
In September 2001, Elements ("Retail Products"), a subsidiary
company of which CVF has a 61% interest, decided to discontinue its
operations. The retail store and internet site were closed but will not
be sold and the discontinuance is complete. Sales of the segment for
the six month period ended June 2001 were $167,588. The results in 2001
are shown on the income statement as a separate line item, "loss from
operations of discontinued segment".
4. INCOME (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing net
income (loss) from continuing operations available to common
stockholders from continuing operations by the weighted average number
of common shares outstanding during the period. The net income (loss)
from continuing operations available to common stockholders consists of
net income (loss) from continuing operations 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.
5. INVENTORY
Inventory consists of the following:
June 30, 2002 December 31,2001
------------- ----------------
Raw Material $ 218,627 $ 687,168
Finished goods 227,625 285,636
------------- ----------------
$ 446,252 $ 972,804
============= ================
6. INVESTMENTS
The following table provides certain summarized unaudited
financial information related to the Company's equity basis holdings:
Six Months Ended
June 30,
-----------------------------------
2002 2001
-----------------------------------
Net Sales $ 49,319 $ 68,012
Gross profit on sales 32,196 67,155
Net (loss) $ (84,942) $ (166,650)
7. REVENUE
A significant portion of the Company's revenue has been derived from
sales by its subsidiary SRE. SRE develops and manufactures certain controls that
are added to machine parts and supplied to an original equipment manufacturer
(OEM). Prior to April 1, 2002, the company was required to supply the machine
part (at no mark-up) and the SRE developed control under this arrangement. The
agreement with the OEM was amended at the beginning of the current quarter, such
that SRE is no longer required to supply the machine part. As a result of this
change in the business arrangement, CVF no longer records the value of the
machine part in its sales or cost of sales. Had this arrangement not changed,
the Company's sales and cost of sales for the quarter, and year to date would
each have been $1,109,700 greater than the reported amount. The change in this
arrangement has had no effect on the Company's gross margin dollars.
8. SALE OF SUBSIDIARY
During the current quarter, as part of its business plan, the Company
completed the sale of its interests in its subsidiary Dantec Corporation
(Dantec). The proceeds on sale of CVF's interests were $572,600 and the company
recorded a gain on sale of $516,245.
9. SERIES B PREFERRED DIVIDENDS
The Company's Series B Preferred accrues dividends payable
semi-annually in arrears on June 30 and December 31 of each year, in cash or
shares of common stock at the company's option, out of funds legally available
for the payment of dividends and when, as and if declared by the board of
directors, at the Company's
option, at the rate of 6% per annum on the liquidation preference
thereof ($3.42 million at June 30, 2002).
The Company has made payment of all dividends due prior to the June 30,
2002 payment date in shares of common stock. By its terms, the Series B
Preferred limits the number of shares of common stock that may be used
for the payment of dividends. As of June 30, 2002, an aggregate of
34,131 shares are available for payment of dividends on the Series B
Preferred. The Company has determined that, in accordance with the
Nevada General Corporation Law, with respect to the remaining dividend,
$94,571 as of June 30, 2002, there are no funds legally available for
the payment of this dividend. Additional dividends on the Series B
Preferred that accrue after June 30, 2002 will be payable in cash at a
dividend rate of 10% per annum. This dividend rate will apply until all
accrued and unpaid dividends are paid in full.
10. INTERIM FINANCIAL STATEMENT DISCLOSURES
Certain information and footnote disclosures normally included
in annual 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, 2001 included in the Company's Annual Report on Form
10-KSB filed with the Securities and Exchange Commission on April 16,
2002.
11. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
BUSINESS COMBINATIONS AND GOODWILL AND INTANGIBLE ASSETS
In June 2001, the FASB issued SFAS No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets".
SFAS No. 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001. SFAS No.
141 also specifies criteria which intangible assets acquired in
purchase method business combinations after June 30, 2001 must meet to
be recognized and reported apart from goodwill. SFAS No. 142 addresses
the initial recognition and measurement of intangible assets acquired
outside of a business combination and the accounting for goodwill and
other intangible assets subsequent to their acquisition.
SFAS No. 142 requires that intangible assets with finite useful lives
be amortized, and that goodwill and intangible assets with indefinite
lives no longer be amortized, but instead be tested for impairment at
least annually.
The Company adopted the provisions of SFAS No. 141 on July 1, 2001.
Such adoption had no effect on the Company's financial position or
results of operations. The Company adopted the provisions of SFAS No.
142 effective January 1, 2002, at which time the amortization of the
Company's existing goodwill ceased. The new standard also requires that
the Company test the goodwill for impairment before June 30, 2002.
Any impairment, which arises as a result of the test will be charged to
income. The Company's goodwill has been tested and no impairment exists
as at June 30, 2002. The amortization expense related to goodwill that
was recorded during the first six month period of 2001 was $514,808.
Therefore if this change had been adopted in 2001 the loss for the
first six months of 2001 would have decreased to $2,475,948 or $.28 per
share (an improvement of $.06 per share). The Company considers its
intangibles to have a finite life and as such are continuing to
amortize its intangible assets.
ACCOUNTING FOR ASSET RETIREMENTS
In June 2001, the FASB issued SFAS 143, "Accounting for Asset
Retirement Obligations" which addresses financial accounting and
reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. It
requires recognition of the fair value of a liability for an asset
retirement obligation in the period in which it is incurred if a
reasonable estimate of fair value can be made effective for fiscal
periods beginning after June 15, 2002. The Company is currently
assessing SFAS 143 and the impact that adoption, in 2003, will have on
the consolidated financial statements.
ACCOUNTING FOR IMPAIRMENT AND DISPOSAL OF LONG LIVED ASSETS
In August 2001, the FASB issued SFAS 144, "Accounting for the
Impairment and Disposal of Long Lived Assets". SFAS 144 established a
single model for the impairment of long lived assets and broadens the
presentation of discontinued operations to include more disposal
transactions and is effective for fiscal periods beginning after
December 15, 2001. Adoption of SFAS 144 may change the nature and
extent of disclosure of the Company's future asset disposals, and
allocations between accounting periods.
12. STOCK OPTIONS AND WARRANTS
The Compensation Committee of the Board of Directors approved
an adjustment to the exercise price for all options held by our
employees, including our executive officers, as well as certain
consultants. The revised exercise price was established by reference to
the closing bid price of the Company's common stock on April 16, 2002,
which was $0.16. Options to purchase approximately 1,405,000 shares of
common stock were repriced resulting in a charge to income of $89,362.
The repriced options are all fully vested. Beginning in the quarter
ended June 30, 2002, these options are subject to variable plan
accounting using the intrinsic value method. This accounting requires a
charge to income for the vested options when the market price of the
Company's stock exceeds $0.16. The closing bid price at June 30, 2002
was $0.18, which was $0.02 higher than the exercise price for these
options resulting in an additional charge to income of $28,100 for the
quarter ended June 30, 2002.
The Company also issued warrants which were priced at $0.16 on
April 16, 2002. The warrants are fully vested and are subject to fair
value accounting. The charge to income for the warrants issued was
$34,767 and $76,326 recorded as receivable from certain directors.
13. SEGMENTED INFORMATION
The Company has four reportable segments: bioremediation,
machine controls, precious gem identification and general corporate.
The bioremediation segment consists of one company that applies
bioconversion and biotransformation technology to municipal and
industrial environmental applications. 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
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
continuing 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, 2002 and 2001
Gem
Bio- Machine Identification Corporate
remediation Controls Systems Admin All Other Total
2002 $ $ $ $ $ $
- ----
Sales 1,524,236 1,803,497 328,581 -- 355,687 4,012,001
Income (loss) from
continuing operations 264,255 (370,008) 11,283 (820,790) (458,950) (1,374,210)
Other income (expense) (2,121) 99,524 (38,809) 742,655 65,431 866,680
Income (loss) from
continuing operations
before income taxes 262,134 (270,484) (27,526) (78,135) (393,519) (507,530)
2001
- ----
Sales 610,639 5,432,102 216,090 -- 566,647 6,825,478
(Loss) from continuing
operations (119,997) (376,370) (402,595) (1,087,523) (1,374,944) (3,361,429)
Other income (expense) 8,798 115,334 (379,111) 476,433 195,088 416,542
(Loss) from continuing
operations before income
taxes (111,199) (261,036) (781,706) (611,090) (1,179,856) (2,944,887)
14. CONTINGENCIES
The Company is currently under a routine audit by the Internal
Revenue Service ("IRS"). Although the audit is routine, the IRS has
indicated that they will review the treatment of capital losses claimed
in the prior year and refunds of $2,532,000 received in 2001. No
assessments have been issued in this matter and the Company is unable
to determine the likelihood of adjustments to prior year tax refunds,
if any. Should an adjustment be proposed or assessed, management
intends to defend the matter vigorously. The resolution of this matter
may require several years.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CVF Technologies Corporation ("CVF" or the "Company") is involved in the
business of developing and managing start-up and early stage companies primarily
engaged in the information technology and environmental technology sectors.
CVF's mandate is to acquire significant holdings in new and emerging technology
companies and then to assist them in their management, and through them to
engage in their respective businesses. CVF's current holdings include
investments made in its investee companies during the period from 1989 to the
present.
CVF's mandate is to generate revenues and profits through consolidation of the
operating results of its investee companies. CVF also endeavors to realize gains
through the eventual sale of all or a portion of its holdings in these companies
at such time as management determines that CVF's funds can be better deployed in
other industries or companies. CVF's goal is to maximize the value of its
holdings in its investee companies for the Company's shareholders. One important
way that CVF accomplishes this is by taking an investee company public at the
appropriate time. This has been done with the investee companies Certicom
Corporation and TurboSonic Technologies, Inc. CVF plans to offer its
shareholders the opportunity to directly participate in public offerings of its
investee companies, where this is considered appropriate.
After CVF's initial investment, an investee company often requires additional
capital to meet its business plan. Consequently, the Company actively assists
its investee companies in obtaining additional capital which is usually sourced
through CVF's own resources or via other participants.
Critical Accounting Policies
An understanding of our accounting policies is necessary for a complete analysis
of our results, financial position, liquidity and trends. We focus your
attention on the following accounting policies of the Company:
Going concern - These consolidated financial statements have been prepared on a
going concern basis, which presumes that assets will be realized and liabilities
discharged in the normal course of business over the foreseeable future. The
Company's current liabilities exceed its current assets and the Company has
incurred operating losses over the quarter and for the past several quarters,
which have reduced the company's cash reserves. These conditions raise doubt
about the Company's ability to continue in the normal course of business as a
going concern as the Company's primary need for cash is to maintain its ability
to support the operations of some of its investee companies and ultimately the
carrying values, of investee companies.
The company has taken and continues to take steps to improve its liquidity and
overall financial position. During the second quarter, the Company filed a loss
carry back claim with the Internal Revenue Service and in July 2002 received a
refund totaling $1,032,084. In April 2002 the Company sold its interest in
Dantec for $572,600 and realized a gain of $516,245 on the sale. The Company is
actively pursuing the sale of its interests in two of its other investee
companies and has retained investment bankers in order to realize value and
focus its efforts and resources. In addition, the company is using its
marketable securities (which had a market value of $365,604 as of June 30, 2002)
as a source of liquidity. The proceeds of any such sales will be used to
increase cash reserves.
During the first six months of 2002 two of its investee companies achieved
operating profitability and one of these investee companies had positive cash
flow. The Company will continue to assist its investee companies in their
efforts to obtain outside financing in order to fund the growth and development
of their respective businesses.
The company's ability to continue to realize assets and discharge liabilities in
the normal course is uncertain and dependent on these and other initiatives.
These financial statements do not include any of the adjustments to the amounts
or classification of assets and liabilities that might be necessary should the
company be unable to continue its business in the normal course.
Revenue recognition - Revenue from the sale of manufactured products is
recognized when the goods are shipped and accepted by the customer. The Company
recognizes revenue on long-term contracts on the percentage of completion basis,
based on costs incurred relative to the estimated total contract costs. Losses
on such contracts are accrued when the estimate of total costs indicates that a
loss will be realized. Contract billings in excess of costs and accrued profit
margins are included as deferred revenue and included in current liabilities.
Service revenue is recognized when the services are performed.
Inventory - Finished goods are stated at the lower of cost or market using the
first-in, first-out method of costing. Raw materials are stated at the lower of
cost or replacement value, using the first-in, first-out method.
Goodwill - In June 2001, the FASB issued SFAS No. 141, "Business Combinations"
and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001. SFAS No. 141 also specifies criteria which
intangible assets acquired in purchase method business combinations after June
30, 2001 must meet to be recognized and reported apart from goodwill. SFAS No.
142 addresses the initial recognition and measurement of intangible assets
acquired outside of a business combination and the accounting for goodwill and
other intangible assets subsequent to their acquisition. SFAS No. 142 requires
that intangible assets with finite useful lives be amortized, and that goodwill
and intangible assets with indefinite lives no longer be amortized, but instead
be tested for impairment at least annually.
The Company adopted the provisions of SFAS No. 141 on July 1, 2001. Such
adoption had no effect on the Company's financial position or results of
operations. The Company adopted the provisions of SFAS No. 142 effective January
1, 2002, at which time the amortization of the Company's existing goodwill
ceased. The new standard also required that the Company test the goodwill for
impairment before June 30, 2002. Any impairment, which arises as a result of the
test will be charged to income. The Company's goodwill has been tested and no
impairment exists as at June 30, 2002. The amortization expense related to
goodwill that was recorded during the first six month period of 2001 was
$514,808. Therefore if this change had been adopted in 2001 the loss for the
first six months of 2001 would have decreased to $2,475,948 or $.28 per share
(an improvement of $.06 per share). The Company considers its intangibles to
have a finite life and as such are continuing to amortize its intangible ASSETS.
Contingencies - The Company is involved from time to time in litigation, which
arises in the normal course of business. In respect of these claims the Company
believes it has valid defenses and/or appropriate insurance coverage in place.
In management's judgment, no material exposure exists on the eventual settlement
of such litigation, and accordingly, no provision has been made in the
accompanying financial statements.
The Company is currently under a routine audit by the Internal Revenue Service
("IRS"). Although the audit is routine, the IRS has indicated that they will
review the treatment of capital losses claimed in the prior year and refunds of
$2,532,000 received in 2001. No assessments have been issued in this matter and
the Company is unable to determine the likelihood of adjustments to prior year
tax refunds, if any. Should an adjustment be proposed or assessed, management
intends to defend the matter vigorously. The resolution of this matter may
require several years.
Stock Options/Warrants - In light of the decline in our stock price, and in an
effort to retain our employee base, the Compensation Committee of the Board of
Directors approved an adjustment to the exercise price for all options held by
our employees, including our executive officers, as well as certain consultants.
The revised exercise price was established by reference to the closing bid price
of the Company's common stock on April 16, 2002, which was $0.16. Options to
purchase approximately 1,405,000 shares of common stock were repriced resulting
in a charge to income of $89,362. The repriced options are all fully vested.
Beginning in the quarter ended June 30, 2002, these options are subject to
variable plan accounting using the intrinsic value method. This accounting
requires a charge to income for the vested options when the market price of the
Company's stock exceeds $0.16. The closing bid price at June 30, 2002 was $0.18,
which was $0.02 higher than the exercise price for these options resulting in an
additional charge to income of $28,100 for the quarter ended June 30, 2002.
The Company also issued warrants which were priced at $0.16 on April 16, 2002.
The warrants are fully vested and are subject to fair value accounting. The
charge to income for the warrants issued was $34,767 and $76,326 recorded as
receivable from certain directors.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2002 COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 2001:
Consolidated sales of CVF for the three months ended June 30, 2002 amounted to
$1,528,885, representing a decrease of $1,827,679 (54.5%) compared to sales of
$3,356,564 for the same period in 2001. 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") (results
consolidated through April 19, 2002 only, the date CVF sold its interest in
Dantec), Grand Island Marketing Inc. ("Elements"), Gemprint(TM) Corporation
("Gemprint"), SRE Controls Inc. ("SRE"), Ecoval Corporation ("Ecoval"), CVF
Capital Management Corporation ("CVF Capital Management"), Eastview Marketing
One LLC, and Grand Island Marketing Two LLC. CVF records profit and loss using
the equity method for companies in which CVF holds 50% to 20% ownership. These
companies are Petrozyme Technologies Inc. ("Petrozyme") and IMT Systems ("IMT").
The results of RDM Corporation ("RDM") and TurboSonic Technologies Inc.
("TurboSonic"), companies in which CVF has less than 20% ownership, are not
included in the Consolidated Statement of Operations. CVF's investments in RDM
and TurboSonic are carried at market value on the Consolidated Balance Sheet
under Holdings Available for Sale.
For the three months ended June 30, 2002, Biorem's sales increased by $402,420
or 83% compared to the same quarter of 2001. This increase was due to: 1) the
result of accelerated bookings at the end of 2001, 2) a major biofilter media
replacement project at a plant in Quebec was completed, 3) the manufacture of
six modular BASYS units for a large odor control project in Alabama. Gemprint's
sales increased by $79,134 (94%) during the second quarter of 2002 compared to
the same period in 2001 due to increased Gemprint registrations by new customers
and a large order for gemprinting by a manufacturer of diamond rings,
multi-stone bands and other items of jewelry). SRE's sales decreased in the 2002
by $2,124,363 (88%) from the 2001 period . SRE develops and manufactures certain
controls that are added to machine parts and supplied to an original equipment
manufacturer (OEM). Prior to April 1, 2002, the company was required to supply
the machine part (at no mark-up) and the SRE developed control under this
arrangement. The agreement with the OEM was amended at the beginning of the
current quarter, such that SRE is no longer required to supply the machine part.
As a result of this change in the business arrangement, CVF no longer records
the value of the machine part in its sales or cost of sales. Had this
arrangement not changed, the Company's sales and cost of sales for the quarter
would each have been $1,109,700 greater than the reported amount. The change in
this arrangement has had no effect on the Company's gross margin dollars. It is
expected that as a result of the introduction of new products in 2002, there
will be a significant increase in sales later in the year. Ecoval's sales
decreased by $18,189 (10%) in the 2002 period compared to the 2001 period due to
shifting in shipments of some orders forward into December 2001. Dantec's sales
decreased by $166,682 (82%) in the 2002 period compared to the 2001 period
mainly due to CVF selling its interest in this subsidiary on April 19, 2002.
CVF's gross margin of $686,600 for the second quarter of 2002 represents an
increase of $216,693 (46%) from the same period last year. Gross margin as a
percentage of sales increased to 44.9% for the second quarter of 2002 from 14.0%
for the second quarter of 2001. This increase is mainly due to Biorem attaining
$235,397 higher gross margins than in the previous year due to higher sales
volumes. Also, Gemprint's gross margin is enhanced by $92,052 during the quarter
due to the higher sales volume. The change in the business arrangement at SRE
with one of its customers (as previously discussed) had an effect of increasing
the gross margin percentage. If this change had not occurred the overall gross
margin percentage for the second quarter of 2002 would have been 26.0% instead
of 44.9%.
Selling, general and administrative expenses on a consolidated basis for the
three months ended June 30, 2002 amounted to $1,201,181, representing a decrease
of $579,270 (32.5%) compared to expense of $1,780,451 for the same period in
2001. Of this decrease, $245,141 is due to decreased amortization of goodwill
which ceased in accordance with SFAS No. 142. Also, consulting fees were reduced
by $79,468
(44%). Other declines in expenses relate to the overall sales decrease in the
second quarter of 2002. Management continues to undertake a concerted effort to
effect an overall reduction in administrative costs. Over the past 9 months CVF
has undertaken many initiatives to lower the Company's expenses. (See further
discussion in the Liquidity and Capital Resources section).
Research and development expenses for the second quarter of 2002 amounted to
$95,090 compared to $219,272 incurred in the comparable 2001 period, or a
decrease of $124,182 (57%). Spending was decreased at all the investee companies
however, most of the decrease was at SRE (a $48,063 or 43% decrease) and Ecoval
(a $60,487 or 82% decrease).
Net interest expense increased to $34,077 for the second quarter of 2002
compared to net interest expense of $19,060 for the second quarter of 2001. This
increase is due to lower average cash balances invested during the 2002 period.
Other income earned by CVF in the second quarter of 2002 amounted to $19,162,
representing an increase of $41,639 over the comparable amount for the 2001
period. This increase is mainly due to a loss of $50,769 in the 2001 period on
the sale of some shares held in Gemprint.
Losses of CVF from equity holdings (entities in which CVF has a 50% or less
ownership) decreased to income of $310 in the 2002 period compared to loss of
$94,204 in the 2001 period. This decrease is attributable to lower losses
incurred in the 2002 period for both Petrozyme and IMT.
Gain on sale of holdings amounted to $63,491 in the 2002 period compared to
$22,200 in the 2001 period. The gain in the 2002 period represents the sale of a
portion of CVF's holdings in RDM and TurboSonic and in the 2001 period the sale
of a portion of CVF's holdings in RDM.
Gain on sale of subsidiary in the 2002 period reflects the gain recorded on the
sale of CVF's interest in Dantec on April 19, 2002.
Recovery of income taxes amounted to $446,049 in the 2002 period compared to a
provision of $1,252 in the 2001 period. During the 2002 period the Job Creation
and Worker Assistance Act of 2002 was signed into law which included changing
the carry back period for net operating losses from 2 years to 5 years. Due to
this change in law the company filed its 2001 tax return along with a refund
application.
Minority interest portion of the loss decreased to $73,389 in the second quarter
of 2002 from $117,171 in the comparable 2001 period due to the attribution to
minority interest of the smaller losses incurred by SRE and Dantec in the more
recent period.
Loss from Operations of Discontinued Segment was $38,317 loss in the 2001
period. The 2001 period reflects Elements operation which was closed in
September 2001.
CVF recorded a net income of $474,898 for the three months ended June 30, 2002
resulting from the operations described above. This compares to a net loss of
$1,565,755 incurred in the corresponding period of 2001.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2001:
Consolidated sales of CVF for the six months ended June 30, 2002 amounted to
$4,012,001, representing a decrease of $2,813,477 (41.2%) compared to sales of
$6,825,478 for the same period in 2001. This decrease is mainly due to SRE's
sales for the first six months of 2002 decreasing by $3,628,605 (66.8%).
SRE develops and manufactures certain controls that are added to machine parts
and supplied to an original equipment manufacturer (OEM). Prior to April 1,
2002, the company was required to supply the machine part (at no mark-up) and
the SRE developed control under this arrangement. The agreement with the OEM was
amended at the beginning of the current quarter, such that SRE is no longer
required to supply the machine part. As a result of this change in the business
arrangement, CVF no longer records the value of the machine part in its sales or
cost of sales. Had this arrangement not changed, the Company's sales and
cost of sales for the 2002 period would each have been $1,109,700 greater
than the reported amount. The change in this arrangement has had no effect on
the Company's gross margin dollars. Biorem's sales increased by $913,597 or 150%
compared to the same period of 2001. This increase was due to: 1) the result of
accelerated bookings at the end of 2001, 2) a major biofilter media replacement
project at a plant in Quebec was completed, 3) the manufacture of six modular
BASYS units for a large odor control project in Alabama. Gemprint's sales
increased by $112,491 (52%) during the first half of 2002 compared to the same
period in 2001 due to increased Gemprint registrations by new customers and a
large order for gemprinting by a manufacturer of diamond rings, multi-stone
bands and other items of jewelry). Dantec's sales decreased by $151,589 (60%) in
the 2002 period compared to the 2001 period mainly due to CVF selling its
interest in this subsidiary on April 19, 2002.
CVF's gross margin of $1,124,737 for the first six months of 2002 represents an
increase of $545,605 (94%) from the same period last year. Gross margin as a
percentage of sales increased to 28.0% for the first six months of 2002 from
8.5% for the first six months of 2001. This increase in the more recent period
is mainly due to Biorem attaining higher gross margins than in the previous year
due to significantly higher sales volumes. The change in the business
arrangement at SRE with one of its customers (as previously discussed) had an
effect of increasing the gross margin percentage. If this change had not
occurred the overall gross margin percentage for the 2002 period would have been
22.0% instead of 28.0%.
Selling, general and administrative expenses on a consolidated basis amounted to
$2,298,374 for the first six months of 2002. This represents a decrease of
$1,152,845 or 34% over the first six months of 2001. Of this decrease, $494,929
is due to decreased amortization of goodwill which ceased in accordance with
SFAS No. 142. Also, consulting fees were reduced by $165,106 (42%). Other
declines in expenses relate to the overall sales decrease in the first half of
2002. Management continues to undertake a concerted effort to effect an overall
reduction in administrative costs. Over the past 9 months CVF has undertaken
many initiatives to lower the Company's expenses. (See further discussion in the
Liquidity and Capital Resources section).
Research and development expenses for the six months ended June 30, 2002 were
$200,573 compared to $489,342 in the 2001 period, or a decrease of $288,769
(59%). Spending was decreased at all the investee companies however, most of the
decrease was at SRE (an $110,575 or 48% decrease) and Ecoval (a $119,707 or 75%
decrease).
Net interest expense for the first six months of 2002 increased to $61,187 from
$42,900 in the 2001 period. This increase in expense is due to lower average
cash balances invested during the 2002 period.
Losses of CVF from equity holdings (entities in which CVF has a 50% or less
ownership) decreased to $28,235 in the 2002 period from $146,732 in the 2001
period. This decrease is attributable to lower losses incurred in the 2002
period for both Petrozyme and IMT.
Gain on sale of holdings amounted to $253,997 in the 2002 period compared to
$300,140 in the 2001 period. The gain in the 2002 period represents the sale of
a portion of CVF's holdings in RDM and TurboSonic and in the 2001 period the
sale of a portion of CVF's holdings in RDM.
Gain on sale of subsidiary in the 2002 period reflects the gain recorded on the
sale of CVF's interest in Dantec on April 19, 2002.
Recovery of income taxes amounted to $474,494 in the 2002 period compared to a
recovery of $27,195 in the 2001 period. During the 2002 period the Job Creation
and Worker Assistance Act of 2002 was signed into law which included changing
the carryback period for net operating losses from 2 years to 5 years. Due to
this change in law the company filed its 2001 tax return along with a refund
application.
Minority interest portion of the loss decreased to $159,141 in the 2002 period
from $278,301 in the comparable 2001 period due to the attribution to minority
interest of the lower losses incurred by SRE and Dantec in the more recent
period.
Loss from Operations of Discontinued Segment was $73,064 in the 2001 period. The
2001 period reflects Elements operation which was closed in September 2001.
CVF recorded a net loss of $33,036 for the six months ended June 30, 2002
resulting from the operations described above. This compares to a net loss of
$2,990,756 incurred in the corresponding period of 2001.
LIQUIDITY AND CAPITAL RESOURCES:
Stockholders' equity as of June 30, 2002 amounted to $1,314,573 compared to
$1,260,017 at December 31, 2001. This net increase of $54,556 is primarily
attributable to an increase in warrants and other paid in capital related to the
Company's stock options and warrants and offset somewhat by a decrease of
$212,364 in unrealized gains on investment holdings and a net loss of $33,036
which was recognized in the same period.
The current ratio of CVF at June 30, 2002 is .99 to 1, which has increased from
..61 to 1 at December 31, 2001. This increase in the current ratio is
attributable to the use of cash and cash equivalents to fund ongoing operations
during the first six months of 2002 more than offset by the income taxes
receivable. If the holdings in public companies available for sale were
classified as a current asset, then the current ratio would improve to 1.10 to
1.
CVF sold its investment in Dantec, one of its investee companies, for gross
proceeds of $572,600, on April 19, 2002. In addition, CVF is using its publicly
traded marketable securities (which are not included in its current assets but
which had a market value of $365,604 as of June 30, 2002) as a source of
liquidity.
CVF management anticipates that over the next twelve month period CVF should
have sufficient cash from various sources to sustain itself. Between cash on
hand, income taxes receivable and marketable securities available for sale at
June 30, 2002, and the potential sales of a portion of its holdings in certain
investee companies, the company expects to have enough cash to fund itself and
its investee companies. Additionally, CVF, at the parent level has no outside
debt and a line of credit could be sought.
The Company's Series B Preferred accrues dividends payable semi-annually in
arrears on June 30 and December 31 of each year, in cash or shares of common
stock at the company's option, out of funds legally available for the payment of
dividends and when, as and if declared by the board of directors, at the
Company's option, at the rate of 6% per annum on the liquidation preference
thereof ($3.42 million at June 30, 2002). The Company has made payment of all
dividends due prior to the June 30, 2002 payment date in shares of common stock.
By its terms, the Series B Preferred limits the number of shares of common stock
that may be used for the payment of dividends. As of June 30, 2002, an aggregate
of 34,131 shares are available for payment of dividends on the Series B
Preferred. The Company has determined that, in accordance with the Nevada
General Corporation Law, with respect to the remaining dividend, $94,571 as of
June 30, 2002, there are no funds legally available for the payment of this
dividend. Additional dividends on the Series B Preferred that accrue after June
30, 2002 will be payable in cash at a dividend rate of 10% per annum. This
dividend rate will apply until all accrued and unpaid dividends are paid in
full.
Management's analysis of cash resources was included in the December 31, 2001,
10-KSB. The analysis included the sale of Dantec in April 2002. The shortfall
resulting from these variances has been mitigated to some extent by gains on
disposition of marketable securities. Management continues to carefully monitor
and manage the company's liquidity and believes that the analysis included in
the 10-KSB is a reasonable indication of anticipated overall cash flows. The
Company intends to mitigate the net cash outflow by selling more of its holdings
or a portion of its holdings in certain investee companies.
Over the past 9 months CVF has undertaken many initiatives to lower its
expenses. These initiatives have included lowering the head count of its office
staff as well as the elimination of one executive position. Also, the office in
Charlotte was closed and the headquarters office relocated resulting in lower
costs. The office closing/relocation and manpower reduction itself should save
CVF approximately $200,000 per year
going forward. The use of consultants has been reduced except those consultants
who have agreed to receive their fee in CVF common shares. Travel and
entertainment has been significantly reduced over the last few months and will
continue at the reduced level going forward. CVF management has adopted a very
aggressive cost and expenditure controls and monitoring policy.
The Company will no longer be required to fund Dantec as the investment in
Dantec was sold in April 2002. Also, Gemprint had a record sales month in March
2002 and had positive cash flow for the first time in the first quarter of 2002
followed by positive cash flow in the second quarter. Gemprints sales for the
first half of 2002 are already 68% of last years full years's period. The
changes in Ecoval have also resulted in significantly lower costs. Biorem
reported sales activity in the first half of 2002 already 94% ($739,330) higher
than in all of 2001. Biorem also expects to provide cash to the Company later in
2002. The Elements operation was shut down in September 2001 requiring zero cash
after that date from CVF.
FORWARD LOOKING STATEMENTS
CVF 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:
o general economic and business conditions;
o foreign currency fluctuations, particularly involving Canada:
o the Company's ability to find additional suitable investments and the
ability of those investments to generate an acceptable return on
invested capital; and
o 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.
o The Company's ability to satisfy or otherwise manage its obligations
under its Series B Preferred Stock including its obligation to pay
dividends thereon.
The Company will not update any forward-looking statements to reflect actual
results or changes in the factors affecting the forward-looking statements.
PART II - OTHER INFORMATION
Item 3. As of June 30, 2002, in accordance with the terms of the Company's
Series B Convertible Preferred Stock (the "Series B Preferred"), the holder
thereof is entitled to receive when, as and if declared by the board of
directors, out of funds legally available for the payment of dividends, dividend
in the aggregate amount of $100,715 payable in cash or shares of common stock at
the option of the Company. However, the terms of the Series B Preferred limits
the number of shares that may be issued in payment of this dividend to 34,131
shares. The Company has determined that in accordance with the Nevada General
Corporation Law with respect to the remaining dividend, $94,571 as of June 30,
2002, there are no funds legally available for the payment of this dividend. By
the terms of the Series B Preferred, the dividend rate computed on the
liquidation preference thereof ($3.42 million at June 30, 2002) increases from
6% to 10% per annum until all accrued and unpaid dividends are paid in full.
Changes in Securities
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Statement re computation of per share earnings
(99) Certification Pursuant to 18 U.S.C. 1350 As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K.
None.
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, 2002
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
EXHIBIT INDEX
No. Description
- --- -----------
11 Statement re computation of per share earnings
99 Certification Pursuant to 18 U.S.C. 1350 As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002