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, 2003
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 May 22, 2003, there were 10,706,049 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
(Expressed in U.S. Currency)
March 31, December 31,
2003 2002
(unaudited) (audited)
------------- -------------
(Note 2) (Note 2)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 802,867 $ 218,003
Trade receivables 990,517 940,559
Inventory (Note 5) 552,832 419,764
Prepaid expenses and other 68,391 56,794
Income taxes receivable 28,473 492,299
------------- -------------
TOTAL CURRENT ASSETS 2,443,080 2,127,419
Property and equipment, net of accumulated depreciation 197,827 201,327
Loans receivable 144,399 144,399
Holdings available for sale, at market 18,061 62,505
Technology, net of accumulated amortization 474,776 529,152
Goodwill 1,405,222 1,405,222
------------- -------------
TOTAL ASSETS $ 4,683,365 $ 4,470,024
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank indebtedness $ 69,744 $ -
Current portion of long-term debt (Note 15) 291,835 85,860
Loans past due or in default 195,138 182,431
Accounts payables and accrued liabilities 4,471,145 3,762,186
Preferred and other non-voting stock of subsidiaries 170,075 159,000
------------- -------------
TOTAL CURRENT LIABILITIES 5,197,937 4,189,477
------------- -------------
Notes payable - officers and directors (Note 15) 378,927 241,680
Deferred income taxes 238,966 259,454
Minority interest 149,653 217,167
Pension obligation 493,035 465,566
------------- -------------
1,260,581 1,183,867
------------- -------------
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
------------- -------------
6,521,973 5,436,799
------------- -------------
STOCKHOLDERS' (DEFICIT) EQUITY:
Common stock, $0.001 par value, authorized 50,000,000 shares,
10,706,049 issued and 481,700 in treasury 11,188 11,095
Series B convertible preferred stock, $0.001 par value,
liquidation preference of 130% of stated value, authorized,
issued and outstanding 339,000 shares (Note 8) 339 339
Warrants 111,094 111,094
Additional paid in capital 27,952,104 27,927,197
Treasury stock (2,747,174) (2,747,174)
Accumulated other comprehensive loss (1,250,476) (1,066,589)
Accumulated deficit (25,915,683) (25,202,737)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY (1,838,608) (966,775)
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,683,365 $ 4,470,024
============= =============
See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(Expressed in U.S. Currency)
Three months ended March 31,
2003 2002
----------------- ------------------
(Note 2) (Note 2)
SALES (Note 7) $ 1,558,858 $ 2,415,961
Cost of sales (Note 7) 820,099 1,950,689
----------------- ------------------
GROSS MARGIN 738,759 465,272
----------------- ------------------
EXPENSES:
Selling, general and administrative 1,383,628 981,432
Research and development 131,029 96,058
----------------- ------------------
TOTAL EXPENSES 1,514,657 1,077,490
----------------- ------------------
(Loss) from continuing operations before under noted items (775,898) (612,218)
----------------- ------------------
OTHER (EXPENSES) INCOME
Interest (expense), net (44,778) (24,660)
Other income, net 74,119 7,557
(Loss) from equity investees - (28,545)
Gain on sale of holdings 6,906 190,506
----------------- ------------------
TOTAL OTHER INCOME 36,247 144,858
----------------- ------------------
(Loss) from continuing operations before
recovery of income taxes (739,651) (467,360)
(Recovery) of income taxes (30,274) (28,445)
----------------- ------------------
(Loss) from continuing operations before the following: (709,377) (438,915)
Minority interest in loss 80,660 47,732
----------------- ------------------
Net (loss) from continuing operations (628,717) (391,183)
(Loss) from operations of discontinued business (Note 3) - (116,751)
----------------- ------------------
NET (LOSS) $ (628,717) $ (507,934)
================= ==================
BASIC AND DILUTED (LOSS) PER SHARE
(Loss) from continuing operations $ (0.07) $ (0.05)
(Loss) from discontinued business - (0.01)
----------------- ------------------
BASIC AND DILUTED (LOSS) PER SHARE $ (0.07) $ (0.06)
================= ==================
BASIC AND DILUTED WEIGHTED AVERAGE SHARES 10,692,674 10,061,777
================= ==================
See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(Expressed in U.S. Currency)
Three Months Ended March 31,
---------------------------------------
2003 2002
-------------- -------------
(Note 2) (Note 2)
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss from continuing operations $ (628,717) $ (391,183)
Adjustments to reconcile net loss from operating activities:
Depreciation and amortization 102,035 98,001
Loss from equity investees - 28,545
Gain on sale of holdings (6,906) (190,506)
Minority interest in losses of subsidiaries (80,660) (47,732)
Pension expense 7,111 6,649
Deferred tax income (30,274) (28,445)
Changes in non-cash working capital items
Decrease (increase) in trade receivables 15,182 (155,418)
(Increase) in inventory (101,342) (11,148)
(Increase) decrease in prepaid expenses and other (7,459) 2,533
Decrease in income taxes receivable 420,044 -
Increase (decrease) in trade payables and accrued liabilities 446,089 (1,947)
-------------- -------------
763,820 (299,468)
-------------- -------------
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES 135,103 (690,651)
-------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposal of property and equipment 4,038 -
Investments in and advances to equity investees - (28,224)
Purchase of holdings available for sale - (290)
Proceeds from sale of holdings 46,724 535,225
-------------- -------------
CASH PROVIDED BY INVESTING ACTIVITIES 50,762 506,711
-------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (reduction) of debt - 34,772
Increase in bank indebtedness 68,073 -
Decrease in restricted cash - (353)
Increase in note payable to officer 312,731 -
Purchase of treasury stock - (1,045)
-------------- -------------
CASH PROVIDED BY FINANCING ACTIVITIES 380,804 33,374
-------------- -------------
NET CASH APPLIED TO DISCONTINUED OPERATIONS - (64,332)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS 18,195 10,363
-------------- -------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 584,864 (204,535)
CASH AND CASH EQUIVALENTS - beginning of period 218,003 422,538
-------------- -------------
CASH AND CASH EQUIVALENTS - end of period $ 802,867 $ 218,003
============== =============
See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
STATEMENT OF COMPREHENSIVE INCOME
(UNAUDITED)
(Expressed in U.S. Currency)
Three months ended March 31,
2003 2002
-------------- ------------
Net (loss) $ (628,717) $ (507,934)
-------------- ------------
Other comprehensive income, net of tax:
Foreign currency translation adjustments (179,581) (5,701)
Unrealized holding gains:
Unrealized holding losses arising during period (see note below) (4,306) (258,909)
-------------- ------------
Total other comprehensive income (loss) (183,887) (264,610)
-------------- ------------
Comprehensive (loss) during period $ (812,604) $ (772,544)
============== ============
Note: Unrealized holding losses are net of tax (benefit) of ($2,871)
and ($172,606)) for the three months ended March 31, 2003 and 2002
respectively.
See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNAUDITED)
(Expressed in U.S. Currency)
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 a 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. The Canadian
dollar is the functional currency used by the Company, whereas the
reporting currency is the U.S. dollar.
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 significant losses over the
quarter and for the past five years, which have reduced the Company's
cash reserves, and depleted stockholders' equity. Further, the Company
has contingent liabilities (note 13).
These conditions raise substantial doubt about the Company's
ability to continue in the normal course of business as a going
concern.
The Company's primary need for cash is to maintain its ability
to support the operations and ultimately the carrying values of certain
of its individual investee companies. The Company is actively pursuing
the sale of a portion of its interests in two of its investee companies
as a source of funds, and reduction of cash flow needs. 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 and has taken steps to reduce the operating
cash requirements of the parent company and its investees. The Company
is also seeking outside investment. There is no assurance that these
initiatives will be successful or that the
Company or certain of its investees will have adequate cash resources
and capital to be able to continue as going concerns.
The Company's ability to continue to realize assets and
discharge liabilities in the normal course of business is uncertain.
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 BUSINESS/SEGMENT
On April 19, 2002, as part of its business plan, the Company
completed the sale of its interest in its subsidiary, Dantec
Corporation. Prior to the sale, CVF held a 54% interest in Dantec. As a
result of the sale, Dantec has been accounted for as discontinued
operation. Revenue from Dantec to March 31, 2002 was $67,155. The
results in 2002 are shown on the income statement as a separate line
item, "loss from operations of discontinued business".
4. LOSS PER SHARE
Basic loss per share amounts are computed by dividing net loss
from continuing operations available to common stockholders from
continuing operation and loss from discontinued operations, and net
loss available to common stockholders by the weighted average number of
common shares outstanding during the period. The net loss from
continuing operations and net loss available to common stockholders
consists of net loss from continuing operations and net loss amounts
reduced by the dividends on the Company's Series A and B preferred
stock. Diluted 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. The Company has not presented
dilutive loss per share information, as the dilution would reduce the
loss per share.
5. INVENTORY
Inventory consists of the following:
March 31, 2003 December 31,2002
-------------- ----------------
Raw Material $ 342,858 $ 263,237
Finished goods 209,974 156,527
---------- ----------
$ 552,832 $ 419,764
---------- ----------
6. INVESTMENTS
The following table provides certain summarized unaudited
financial information related to the Company's equity basis holdings:
Three Months Ended March 31,
----------------------------------
2003 2002
----------------------------------
Net Sales $ 50,801 $ 27,949
Gross profit on sales 18,792 22,919
Net loss $(63,617) $(34,936)
-------- --------
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 parts (at no
mark-up) and the SRE manufactured controller with mark-up under this
arrangement. The agreement with the OEM was amended at the beginning of
the second quarter 2002, such that SRE is no longer required to supply
the machine parts but continues to supply the manufactured controller.
As a result of this change in the business arrangement, CVF no longer
records the value of the machine parts in its sales or cost of sales.
Had this arrangement existed at the beginning of 2002, the Company's
sales and cost of sales for the first quarter 2002 would each have been
$1,321,935 lower than the reported amount. The change in this
arrangement has had no effect on the Company's gross margin dollars.
8. SERIES B PREFERRED DIVIDENDS
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,
dividends in the aggregate amount of $100,715 payable in cash or shares
of common stock at the option of the Company. The terms of the Series B
Preferred limit the number of shares that may be issued in payment of
such dividend to 34,131 shares which shares have been paid in partial
satisfaction of dividend. In accordance with these terms, no further
common shares may be issued in payment of dividends on the Series B
Preferred. The Company has determined that in accordance with the
Nevada General Corporation Law with respect to dividends accrued and
unpaid as of March 31, 2003 of $354,823, there are no funds legally
available for the payment. By the terms of the Series B Preferred, the
dividend rate computed on the liquidation preference thereof ($3.42
million) increases from 6% to 10% per annum until all accrued and
unpaid dividends are paid in full.
The terms of the Series B shares provided that any such shares
outstanding on the third anniversary of issue [October 2002] [the
"Mandatory Conversion Date"], were to be converted to common stock of
the Company. However, the terms of the shares also limit the number of
shares that can be converted. As the number of shares that may be
converted was reached before the Mandatory Conversion Date, no
conversion occurred under this provision (note 13).
9. 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, 2002 included in the Company's Annual Report on Form
10-KSB filed with the Securities and Exchange Commission on April 15,
2003.
10. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
The Company has implemented new accounting standards as follows.
Accounting for Impairment or Disposal of Long-Lived Assets
In August 2001, the FASB issued SFAS 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS 144 established a
single model for the impairment of long-lived asset and broadens the
presentation of discontinued operations to include a component of an
entity or defined by APB 30. SFAS 144 is effective for years beginning
after December 15, 2001. As a result of adopting this standard, the
disposal of Dantec is included as the discontinuance of an operation.
Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others
In November 2002, the FASB issued FASB Interpretation 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." This interpretation
significantly changes current practice in the accounting for, and
disclosure of, guarantees. The adoption of this interpretation did not
have a material impact on the consolidated financial statements.
Accounting for Stock Based Compensation-Transition and Disclosure
In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation Transition and Disclosure." SFAS 148 is effective for
2003, and increases the disclosure requirements for stock based
compensation plans. The impact of implementation of SFAS 148 in 2002
was to increase the Company's proforma stock compensation disclosure in
the quarterly and annual audited financial statements ended December
31, 2002.
New accounting standards that have been issued but not yet adopted by
the Company and which may have a material effect on the financial
statements are as follows.
Consolidation of Variable Interest Entities
In January of 2003, FASB issued Interpretation No. 46 (FIN 46),
"Consolidation of Variable Interest Entities." FIN 46 requires
investors with a majority of the variable interests in a variable
interest entity ("VIE") to consolidate the entity and also requires
majority and significant variable interest investors to provide certain
disclosures about their involvement with entities that qualify as a
VIE. A VIE is an entity in which the equity investors do not have a
controlling interest or in which the equity at risk is insufficient to
finance the entity's activities without receiving subordinated
financial support from other parties. CVF is currently reviewing its
portfolio of investments to determine whether any of its investees
qualify as a VIE. It is possible that the Company's investments in
Petrozyme and IMT will require consolidation as a VIE, on adoption of
this standard in the third quarter of 2003.
Accounting for Asset Retirement Obligations
In June 2001, the FASB issued SFAS 143, "Accounting for Asset
Retirement Obligations" SFAS 143 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. This standard is
effective for the Company's 2003 year. The Company has determined that
it does not have any asset retirement obligations.
Accounting for Derivative Instruments and Hedging
In May 2003, the FASB issued SFAS 149 "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities". The statement clarifies
and amends accounting for derivative instruments including certain
derivative instruments embedded in other contracts and for hedging
activities under SFAS 133. SFAS 149 is effective for contracts entered
into or modified after June 30, 2003. The Company is currently
reviewing the impact of this standard on its financial statements.
Accounting for Certain Financial Instruments with Characteristics of
both Assets and Liabilities
In May 2003, the FASB issued SFAS 150, "Accounting for Certain
Financial Instruments with Characteristics of both Assets and
Liabilities". SFAS 150 addresses the accounting for these types of
freestanding financial instruments: mandatory redeemable shares, put
options and forward purchase contracts, and instruments that are
liabilities under this Statement that can be settled for shares. This
standard is effective for all financial instruments entered into or
modified after May 31, 2003, and is otherwise effective at the
beginning after June 15, 2003. The Company is currently reviewing its
financial instruments to determine the impact of this standard on its
financial statements.
11. STOCK OPTIONS AND WARRANTS
During 2002, the Compensation Committee of the Board of
Directors approved an adjustment to the exercise price for all options
held by our employees, including 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 1,415,500 shares of
common stock were repriced. The repriced options are all fully vested.
These options are subject to variable plan accounting using the
intrinsic value method as prescribed by APB-25. As the fair market
value of the Company's stock as of March 31, 2003 was $0.14, no
additional compensation expense was recorded.
The Company also issued warrants which were priced at $0.16 on April
16, 2002. The warrants are fully vested and accounted for at their fair
value at the issue date in accordance with SFAS 123.
12. SEGMENTED INFORMATION
The Company has five reportable segments: bioremediation,
machine controls, precious gem identification, natural horticultural
and general corporate. In 2002, as a result of growth in the natural
horticultural segment, as a percentage of consolidated sales, the
Company reallocated business units to business segments to more
appropriately group units for chief operating decision purposes and
reporting in accordance with SFAS 131. This change was applied on a
retroactive basis. The bioremediation segment consists of one company
that applies bio-filtration technology to odor and air pollution
control for environmental applications. The machine controls segment
designs, manufactures and sells electric motor controls to electric
vehicle 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
natural horticultural segment consists of one company that develops,
manufactures and markets natural fertilizers, insecticides and
herbicides. 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 Three Months Ended March 31, 2003 and 2002
Biorem- Machine Identification Natural Corporate
ediation Controls Systems Horticultural Administration Total
2003 $ $ $ $ $ $
Sales 924,912 418,499 140,179 75,268 - 1,558,858
Income (Loss) from
continuing operations
before other income 189,468 (177,716) (38,183) (149,958) (599,509) (775,898)
Other income 10,605 (16,898) (14,467) 2,173 54,834 36,247
Income (loss) from continuing
operations before income taxes 200,073 (194,614) (52,650) (147,785) (544,675) (739,651)
2002
Sales 636,135 1,520,872 165,237 93,717 - 2,415,961
Income (Loss) from
continuing operations
before other income (expense) 89,739 (184,857) 8,698 (122,736) (403,062) (612,218)
Other income (expense) 3,162 (1,658) (18,964) - 162,318 144,858
(Loss) from continuing
operations before income taxes 92,901 (186,515) (10,266) (122,736) (240,744) (467,360)
13. 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 it will review the treatment of capital loss benefits of
$2,532,000 claimed in a prior year. No assessments have been issued in
this matter and the Company believes that it has adequately provided
for its tax liabilities. Should an adjustment be proposed or assessed,
the Company would plan to vigorously oppose any material revisions to
its refunds. Any loss arising from such matter will be recorded when
determinable.
As the Company has not converted its outstanding Series B
shares to common stock, and the Company has not paid all dividends on
the Series B shares, the holder of the Company's Series B preferred
stock has attempted to require that the Company redeem the shares for
$4,569,750. The Company has denied the redemption request on the basis
that the holder does not have a right to require such redemption. The
right of the holder may become disputed and the Company may be required
to defend its position. While the Company believes that it has the
right to deny such redemption, the outcome of any such a dispute is not
determinable with certainty. Any redemptions of preferred shares would
be subject to the
limitations imposed by Nevada corporate law. These laws would prevent
cash payment on redemption, based on the Company's current financial
position.
14. COMMON SHARES ISSUED
In January 2003, the Company issued 92,593 shares of its
common stock in consideration of legal services to the Company. The
expense associated with this was $25,000 and was accrued as an expense
in 2002.
15. DEBT DUE OFFICERS AND DIRECTORS
Included in current portion of long-term debt and in long term
notes payable - officers and directors - are amounts due from officers
and directors totaling $291,835 and $378,927 respectively at March 31,
2003 ($85,860 and $241,680 respectively at December 31, 2002). These
notes accrue interest at varying interest rates from Canadian prime
interest rate plus 3% or 4%, to fixed rates of 5%, 12% or 20%.
16. SUBSEQUENT EVENT
In May 2003 a claim was settled by one of the Company's
subsidiaries with a former officer. This claim resulted in a charge to
expense during the first quarter 2003 totaling $112,650, which amount
is included in selling, general and administrative expenses.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
CVF Technologies Corporation ("CVF" or the "Company") is involved in the
business of developing and managing early and expansion stage companies
primarily engaged in the environmental technology sector. 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 CVF's 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 losses over the year and for the past five years, which have reduced
the Company's cash reserves, and depleted stockholders' equity. Further, the
Company has contingent liabilities.
These conditions raise substantial doubt about the consolidated Company's
ability to continue in the normal course of business as a going concern.
The Company's primary need for cash is to maintain its ability to support the
operations and ultimately the carrying values of certain of its individual
investee companies. The Company is actively pursuing the sale of a portion of
its interests in two of its investee companies as a source of funds, and
reduction of cash flow needs. 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 and has taken steps to
reduce the operating cash requirements of the parent company and its investees.
The Company is also seeking outside investment. There is no assurance that these
initiatives will be successful or that the Company or certain of its investees
will have adequate cash resources and capital to be able to continue as going
concerns.
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. The
accompanying 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, which is part of 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. Any impairment, arising from the test, is charged to income. As of
December 31, 2002 the Company's goodwill was tested and the Company calculated
that no impairment existed at that time. No further circumstances have arisen
during the first quarter of fiscal 2003 that would indicate an impairment of
goodwill has occurred subsequent to year end.
Intangible assets with finite useful lives are amortized over their estimated
useful lives. Intangible assets are reviewed for impairment when there are
indications that the carrying value of an asset may not be recoverable over its
estimated useful life. Impairment testing involves estimating the fair value of
intangible assets using anticipated future cash flows and comparing the fair
value to the carrying value of the asset. The Company's only intangible asset is
acquired technology of Ecoval which is amortized over 5 years.
Contingencies - the Company is currently under a routine audit by the Internal
Revenue Service ("IRS"). As part of the routine audit, 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
if any to prior year tax refunds. Should an adjustment be proposed or assessed,
management intends to defend the matter vigorously. The resolution of this
matter may require several years.
As the Company has not converted its outstanding Series B shares to common
stock, and the Company has not paid all dividends on the Series B shares, the
holder of the Company's Series B preferred stock has attempted to require that
the Company redeem the shares for $4,569,750. The Company has denied the
redemption request. The ultimate right of the holder may become disputed and the
Company may be required to defend its position. While the Company believes that
it has the right to deny such redemption, the ultimate outcome of any such a
dispute is not determinable with certainty. Any redemptions of preferred shares
would be subject to the limitations imposed by Nevada corporate law. These laws
would prevent cash payment on redemption, based on the Company's current
financial position.
Stock Options/Warrants - The Compensation Committee of the Board of Directors
approved an adjustment to the exercise price for all options held by our
employees, including 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 1,415,500 shares of common stock were repriced, resulting in the
"variable" method for determining compensation expense being implemented under
APB 25. Under this method, expense is recorded for the quoted market price of
the stock issued or, in the case of options, for the difference between the
stock's quoted market price on the date of grant and the option exercise price.
Increases and decreases (but not below the fair value of the stock at the date
of the change in exercise price) in the quoted market price of the stock between
the date of grant and the measurement date result in a change in the measure of
compensation for the award. As the stock price at March 31, 2003 was $0.14, no
additional compensation expense was recorded during the period.
The Company also issued warrants which were priced at $0.16 on April 16, 2002.
The warrants are fully vested and subject to fair value accounting in accordance
with SFAS 123.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2002:
Consolidated sales of CVF subsidiaries for the three months ended March 31, 2003
amounted to $1,558,858, representing a decrease of $857,103 (35.5%) compared to
sales of $2,415,961 for the same period in 2002. 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"), Gemprint(TM) Corporation
("Gemprint"), SRE Controls Inc. ("SRE"), Ecoval Corporation ("Ecoval"), and CVF
Capital Management Corporation ("CVF Capital Management"). 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, at market.
For the three months ended March 31, 2003, Biorem's sales increased by $288,777
or 45% compared to the same quarter of 2002. This increase was mainly due to a
major installation currently on-going at a food processing plant in Ontario,
Canada. SRE's sales decreased in the 2003 period by $1,102,373 (73%) from the
2002 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 parts (at no
mark-up) and the SRE manufactured controller with mark-up under this
arrangement. The agreement with the OEM was amended at the beginning of the 2002
second quarter, such that SRE was no longer required to supply the machine parts
but continued to supply the manufactured controller. As a result of this change
in the business arrangement, CVF no longer records the value of the machine
parts in its sales or cost of sales. Had this arrangement changed at the
beginning of the 2002 first quarter, the Company's sales and cost of sales for
the 2002 quarter would each have been $1,321,935 lower than the reported amount.
(or SRE's sales would be $219,562 or 110 % higher in the first quarter 2003
compared to the first quarter 2002). The change in this arrangement has had no
effect on the Company's gross margin dollars.
In response to new products SRE has seen an improved general sales outlook. It
is expected that as a result of the introduction of new products in 2002, there
will be an increase in sales at SRE later this year. Gemprint's sales decreased
by $25,058 or 15% compared to the same quarter of 2002. This was due to a
combination of factors: a decision by one of Gemprint's customers to restrict
Gemprinting to high value diamonds, and a somewhat lower level of Gemprinting by
another customer of Gemprint in response to tighter conditions in the diamond
market.
CVF's gross margin of $738,759 for the first quarter of 2003 represents an
increase of $273,487 (59%) from the same period last year. This increase is
mainly due to Biorem which had $171,289 higher gross margin in the first quarter
of 2003 due to higher sales volumes. Also SRE had $128,142 higher gross margin
in the first quarter of 2003 as SRE moves to selling new higher margin products.
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 as well. If this change
had occurred at the beginning of 2002 the overall gross margin percentage for
the 2002 period would have been 42.5% instead of 19.3%. Gross margin of CVF as a
percentage of sales increased to 47.4% for the first quarter of 2003 from 19.3%
for the first quarter of 2002.
Selling, general and administrative expenses on a consolidated basis for the
three months ended March 31, 2003 amounted to $1,383,628, representing an
increase of $402,196 (41%) compared to expense of $981,432 for the same period
in 2002. Of this increase, $112,650 is due to one of the Company's subsidiaries
settling a claim with a former officer. Also, professional accounting fees
increased by $64,687 (153%). Other increases in expenses relate to the sales
increase at Biorem. Management continues to undertake a concerted effort to
effect an overall reduction in administrative costs. Over the past year 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 first quarter of 2003 amounted to
$131,029 compared to $96,058 incurred in the comparable 2002 period, or an
increase of $34,971 (36%). Spending was increased at all the investee companies
except for at Ecoval, where spending levels were reduced.
Net interest expense increased to $44,778 for the first quarter of 2003 compared
to net interest expense of $24,660 for the first quarter of 2002. This increase
is due to additional interest bearing debt held by the Company during the
period.
Losses of CVF from equity holdings (entities in which CVF has a 50% or less
ownership) decreased to $ nil in the 2003 period compared to $28,545 in the 2002
period. CVF's investment in its equity holdings was reduced to zero in prior
periods and CVF did not invest or guarantee any additional amounts in respect to
these companies in the 2003 period.
Gain on sale of holdings amounted to $6,906 in the 2003 period compared to
$190,506 in the 2002 period. In the 2002 period the Company sold a significant
portion of its holdings in RDM and TurboSonic. The remaining holdings are
relatively small and are not expected to contribute significant gains to the
Company.
Recovery of income taxes amounted to $30,274 in the 2003 period compared to a
recovery of $28,445 in the 2002 period.
Minority interest portion of the loss increased to $80,660 in the first quarter
of 2003 from $47,732 in the comparable 2002 period. This amount in both periods
is related to Gemprint and SRE, which both incurred losses during the quarter.
Loss from operations of discontinued business was a $116,751 loss in the 2002
period. This reflects Dantec's 2002 loss for the first quarter 2002.
CVF on a consolidated basis recorded a net loss of $628,717 for the three months
ended March 31, 2003 resulting from the operations described above. This
compares to a net loss of $507,934 incurred in the corresponding period of 2002.
LIQUIDITY AND CAPITAL RESOURCES:
Stockholders' deficit as of March 31, 2003 amounted to $1,838,608 compared to a
deficit of $966,775 at December 31, 2002. This net increase in the deficit of
$871,833 is primarily attributable to a net loss of $628,717 which was
recognized in the same period, an increase in accumulated other comprehensive
loss of $183,887 (mainly attributable to foreign exchange adjustments) and
dividends accrued during the first quarter totaling $84,229.
The current ratio of CVF at March 31, 2003 is .47 to 1, which has decreased from
..51 to 1 at December 31, 2002. This decrease in the current ratio is
attributable primarily due to increased accounts payable.
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, the issuance of new securities, and the sales of a portion of its holdings
in certain investee companies, the Company expects to have enough cash to fund
itself and certain of its investee companies that are currently not profitable.
Additionally, CVF has minimal outside debt and a line of credit could be sought.
Over the past 21 months CVF has undertaken many initiatives to lower the parent
company's expenses. These initiatives have included lowering the head count of
its office staff as well as the elimination of one executive position. The use
of consultants has virtually been eliminated except those consultants who have
been satisfied to receive their fee in CVF common shares. Travel and
entertainment has been significantly reduced over the last year and will
continue at the reduced level going forward. CVF management has adopted a very
aggressive cost and expenditure controls and monitoring policy. In accordance
with Nevada law and the terms of the Series B Preferred Stock, the Company has
not paid certain dividends on its Series B Preferred shares and has refused the
demand of the holder for conversion or redemption of such shares.
The Company no longer anticipates having to fund Gemprint or Biorem as both are
currently operating on positive cash flow, although no assurances can be given
that this trend will continue.
The Company's cash resources have been significantly depleted by operating
losses. As at March 31, 2003 the cash reserve and other liquid resources was
$820,928. The Company has taken steps to reduce its operating cash requirements
to the range of $120,000 monthly. The primary source of cash for the Company is
expected to be from sale of a portion of its investments in it subsidiaries or
from CVF issuing additional securities. The company has received indications of
serious interest in a portion of one of its subsidiaries and is pursuing other
opportunities to raise funds as well from potential investors in CVF. The
indications of interest suggest that the Company could raise funds in the range
of $1,000,000 to $1,500,000 from this source over the next 6 months. In
addition, certain subsidiaries are producing a positive cash flow and will be
able to supplement other cash requirements. If the above mentioned liquidity
events do not occur, the Company estimates that it could run out of operating
cash in the second or third quarter, if other sources of cash are not available.
The Company will also continue to assist its investee companies in their efforts
to obtain outside financing in order to fund their growth and development of
their business plans. Certain of the Company's financial obligations included in
current liabilities related to items that will not be paid in the near term. The
Company will carefully manage its cash payments on such obligations.
FINANCIAL CONSIDERATIONS
Early Stage Development Companies. Each of the investees is an early stage
development company with a limited relevant operating history upon which an
evaluation of its prospects can be made. As such, there can be no assurance of
the future success of any of the investees.
Quarterly Fluctuations. CVF's financial results have historically been, and will
continue to be, subject to quarterly and annual fluctuations due to a variety of
factors, primarily resulting from the nature of the technology companies in
which it invests. Any shortfall in revenues in a given quarter may impact CVF's
results of operations due to an inability to adjust expenses during the quarter
to match the level of revenues for the quarter. There can be no assurance that
CVF will report income in any period in the future. While some of CVF's
investees have consistently reported losses, CVF has recorded income in certain
fiscal periods and experienced fluctuations from period to period due to the
sale of some of its holdings, other one-time transactions and similar events.
Rapid Technological Change. The markets for CVF's investees products are
generally characterized by rapidly changing technology, evolving industry
standards, changes in customer needs and frequent new product introductions. The
future success of the investees will depend on their ability to enhance current
products, develop new products on a timely and cost-effective basis that meet
changing customer needs and to respond to emerging industry standards and other
technological changes. There can be no assurance that the investees will be
successful in developing new products or enhancing their existing products on a
timely basis, or that such new products or product enhancements will achieve
market acceptance.
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:
- general economic and business conditions;
- foreign currency fluctuations, particularly involving the Canadian
dollar:
- the Company's ability to find additional suitable investments and
the ability of those investments to generate an acceptable return
on invested capital; and
- 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 locate and retain experienced management and the need to develop
and refine the business and its operations, among other reasons.
- The Company's ability to obtain capital to fund its operations and
those of its investees.
- The Company's ability to satisfy or otherwise manage its
obligations under its Series B Preferred Stock including its
obligation to redeem such stock for cash, convert such stock to
common shares or 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.
Item 3. Controls and Procedures
(a) Within the 90 days prior to the filing date of this report,
the Company carried out an evaluation, under the supervision
and with the participation of the Company's management,
including the Company's Chief Executive Office and Chief
Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures.
Based upon that evaluation, the Company's Chief Executive
Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective.
Disclosure controls and procedures are controls and procedures
that are designed to ensure that information required to be
disclosed in Company reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC rules and forms.
(b) There have been no significant changes in the Company's
internal controls or in other factors that could significantly
affect those controls subsequent to the date of their
evaluation.
PART II - OTHER INFORMATION
Item 3. Changes in Securities
As the Company has not converted its outstanding Series B shares to
common stock, and the Company has not paid all dividends on the Series B shares,
the holder of the Company's Series B preferred stock has attempted to require
that the Company redeem the shares for $4,569,750. The Company has denied the
redemption request on the basis that the holder does not have a right to require
such redemption. The right of the holder may become disputed and the Company may
be required to defend its position. While the Company believes that it has the
right to deny such redemption, the outcome of any such a dispute is not
determinable with certainty. Any redemption of preferred shares would be subject
to the limitations imposed by Nevada corporate law. These laws would prevent
cash payment on redemption, based on the Company's current financial position.
The amount of dividends in arrears, relating to the Series B shares, as of
March 31, 2003 total $348,679.
In January 2003, the Company issued 92,593 shares of its common stock
in consideration of legal services to the Company. This transaction was exempt
from registration under Section 4 (2) of the Securities Act of 1933, as amended.
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: June 6, 2003
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
CERTIFICATION
I, Jeffrey I. Dreben, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CVF
Technologies Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during
the period in which quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the
"Evaluation Date"); and
c. presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: June 6, 2003
/s/ Jeffrey I. Dreben
---------------------
Jeffrey I. Dreben,
Chief Executive Officer
CERTIFICATION
I, Robert L. Miller, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CVF
Technologies Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to
us by others within those entities, particularly during
the period in which quarterly reports is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior
to the filing date of this quarterly report (the
"Evaluation Date"); and
c. presented in this quarterly report our conclusions about
the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation
Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves
management or other employees who have a significant role
in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: June 6, 2003
/s/ Robert L. Miller
--------------------
Robert L. Miller,
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