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 September 30, 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 October 31, 2003, there were 10,855,549 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)
September 30, December 31,
2003 2002
(unaudited) (audited)
------------ ------------
(Note 2) (Note 2)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 803,757 $ 218,003
Trade receivables (Note 6) 2,085,349 940,559
Inventory (Note 7) 475,046 419,764
Prepaid expenses and other 27,269 56,794
Income taxes receivable 106,227 492,299
------------ ------------
TOTAL CURRENT ASSETS 3,497,648 2,127,419
Property and equipment, net of accumulated depreciation 228,671 201,327
Loans receivable 142,251 144,399
Holdings available for sale, at market 19,349 62,505
Technology, net of accumulated amortization 318,433 529,152
Goodwill 1,405,222 1,405,222
------------ ------------
TOTAL ASSETS $ 5,611,574 $ 4,470,024
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank indebtedness $ 89,323 $ -
Current portion of long-term debt (Note 17) 470,599 85,860
Subsidiary loans past due or in default 212,577 182,431
Accounts payables and accrued liabilities 5,575,688 3,762,186
Preferred and other non-voting stock of subsidiaries 185,275 159,000
------------ ------------
TOTAL CURRENT LIABILITIES 6,533,462 4,189,477
------------ ------------
Notes payable - officers and directors (Note 17) 1,274,692 241,680
Deferred income taxes 183,147 259,454
Minority interest 102,287 217,167
Pension obligation 525,827 465,566
------------ ------------
2,085,953 1,183,867
------------ ------------
Redeemable Series A preferred stock, $0.001 par value,
redeemable at $18.25 per share, authorized 500,000 shares,
issued and outstanding 3,477 shares 63,455 63,455
------------ ------------
8,682,870 5,436,799
------------ ------------
STOCKHOLDERS' (DEFICIT) EQUITY:
Common stock, $0.001 par value, authorized 50,000,000 shares,
10,855,549 issued and 481,700 in treasury 11,338 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 10) 339 339
Warrants 111,094 111,094
Additional paid in capital 28,230,985 27,927,197
Treasury stock (2,747,174) (2,747,174)
Accumulated other comprehensive loss (1,454,390) (1,066,589)
Accumulated deficit (27,223,488) (25,202,737)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY (3,071,296) (966,775)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,611,574 $ 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 September 30, Nine months ended September 30,
2003 2002 2003 2002
------------ ------------ ------------ ------------
(Note 2) (Note 2) (Note 2) (Note 2)
SALES (Note 9) $ 2,228,015 $ 1,007,984 $ 6,655,863 $ 4,916,622
Cost of sales (Note 9) 1,197,293 602,648 3,897,813 3,365,648
------------ ------------ ------------ ------------
GROSS MARGIN 1,030,722 405,336 2,758,050 1,550,974
------------ ------------ ------------ ------------
EXPENSES:
Selling, general and administrative 1,422,962 1,100,839 4,291,710 3,254,232
Research and development 159,835 110,870 336,465 300,132
------------ ------------ ------------ ------------
TOTAL EXPENSES 1,582,797 1,211,709 4,628,175 3,554,364
------------ ------------ ------------ ------------
(Loss) from continuing operations before
under noted items (552,075) (806,373) (1,870,125) (2,003,390)
------------ ------------ ------------ ------------
OTHER (EXPENSES) INCOME
Interest (expense), net (47,250) (23,778) (120,812) (82,478)
Other income (expense), net (58,787) 24,601 60,471 46,897
Gain (Loss) from equity investees - (15,471) - (43,706)
Gain on sale of holdings 122 9,315 7,316 263,312
------------ ------------ ------------ ------------
TOTAL OTHER INCOME (105,915) (5,333) (53,025) 184,025
------------ ------------ ------------ ------------
(Loss) from continuing operations before
recovery of income taxes (657,990) (811,706) (1,923,150) (1,819,365)
(Recovery) of income taxes (34,255) (4,001) (98,397) (478,495)
------------ ------------ ------------ ------------
(Loss) from continuing operations before the following: (623,735) (807,705) (1,824,753) (1,340,870)
Minority interest in loss 15,180 48,081 143,118 143,727
------------ ------------ ------------ ------------
Net (loss) from continuing operations (608,555) (759,624) (1,681,635) (1,197,143)
Gain (Loss) from operations of discontinued business (Note 3) - (195) - (111,957)
Gain on discontinuance of business (Note 3) - - - 516,245
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (608,555) $ (759,819) $ (1,681,635) $ (792,855)
============ ============ ============ ============
BASIC INCOME (LOSS) PER SHARE
(Loss) from continuing operations $ (0.06) $ (0.08) $ (0.18) $ (0.14)
Income from discontinued business - (0.00) - 0.04
------------ ------------ ------------ ------------
BASIC INCOME (LOSS) PER SHARE $ (0.06) $ (0.08) $ (0.18) $ (0.10)
============ ============ ============ ============
------------ ------------ ------------ ------------
DILUTED INCOME (LOSS) PER SHARE $ (0.06) $ (0.08) $ (0.18) $ (0.10)
============ ============ ============ ============
WEIGHTED SHARES USED IN COMPUTATION - BASIC 10,740,174 10,519,907 10,713,140 10,300,395
============ ============ ============ ============
WEIGHTED SHARES USED IN COMPUTATION - DILUTED 10,740,174 10,519,907 10,713,140 10,300,395
============ ============ ============ ============
See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(UNAUDITED)
-----------
(Expressed in U.S. Currency)
Nine Months Ended September 30,
-------------------------------
2003 2002
----------- -----------
(Note 2) (Note 2)
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss from continuing operations $(1,681,635) $(1,309,100)
Adjustments to reconcile net loss from operating activities:
Depreciation and amortization 326,366 296,291
Loss from equity investees - 43,706
Gain on sale of holdings (7,316) (263,312)
Minority interest in losses of subsidiaries (143,118) (143,727)
Pension expense 22,160 19,849
Deferred tax income (98,397) 578,432
Stock option compensation 252,900 215,812
Warrants compensation - 34,767
Changes in non-cash working capital items
Decrease (increase) in trade receivables (939,165) 194,681
(Increase) in inventory 13,370 329,292
(Increase) decrease in prepaid expenses and other 36,936 12,363
Decrease in income taxes receivable 443,710 -
Increase (decrease) in trade payables and accrued liabilities 1,131,329 (928,841)
----------- -----------
1,038,775 389,313
----------- -----------
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (642,860) (919,787)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Disposal of property and equipment (37,959) (13,082)
Investments in and advances to equity investees - (28,652)
Purchase of holdings available for sale - (290)
Proceeds from sale of holdings 46,724 779,419
Purchase of holdings available for sale - (290)
Proceeds from sale of subsidiary - 494,878
----------- -----------
CASH PROVIDED BY INVESTING ACTIVITIES 8,765 1,231,983
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in bank indebtedness 84,791 (278,404)
Decrease in restricted cash - 127,828
Increase in note payable to officer 1,294,440 -
Purchase of treasury stock - (1,045)
----------- -----------
CASH PROVIDED BY FINANCING ACTIVITIES 1,379,231 (151,621)
----------- -----------
NET CASH APPLIED TO DISCONTINUED OPERATIONS - (58,336)
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS (159,382) 16,557
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 585,754 118,796
CASH AND CASH EQUIVALENTS - beginning of period 218,003 422,538
----------- -----------
CASH AND CASH EQUIVALENTS - end of period $ 803,757 $ 541,334
=========== ===========
See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
STATEMENT OF COMPREHENSIVE INCOME
---------------------------------
(UNAUDITED)
-----------
(Expressed in U.S. Currency)
Three months ended September 30, Nine months ended September 30,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net Income (loss) $ (608,555) $ (759,819) $(1,681,635) $ (792,855)
----------- ----------- ----------- -----------
Other comprehensive income, net of tax:
Foreign currency translation adjustments 53,854 (95,138) (383,096) 148,372
Unrealized holding gains:
Unrealized holding losses arising during period (see note below) 603 (7,480) (4,705) (312,934)
----------- ----------- ----------- -----------
Total other comprehensive income (loss) 54,457 (102,618) (387,801) (164,562)
----------- ----------- ----------- -----------
Comprehensive (loss) during period $ (554,098) $ (862,437) $(2,069,436) $ (957,417)
=========== =========== =========== ===========
Note: Unrealized holding losses are net of tax (benefit) of $402
and ($4,987) for the three months ended September 30, 2003
and 2002 respectively and ($3,137) and ($208,623) for the
nine months ended September 30, 2003 and 2002 respectively.
See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30, 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 15). 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 has
been successful in obtaining $1 million Canadian through this method
over the last 90 days. 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 September 30, 2002 was $103,363. 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 presented
dilutive income per share in those periods where there was net income
and therefore reduced income per share and not presented dilutive loss
per share information when the dilution would reduce the loss per
share.
5. STOCK BASED COMPENSATION PLANS
The Company accounts for stock-based compensation plans under
Accounting Principles Board Opinion 25, (APB 25) Accounting for Stock
Issued to Employees and the related interpretation, for which no
compensation cost is recorded in the statement of operations for the
estimated fair value of stock options issued with an exercise price
equal to the fair value of the common stock on the date of grant.
Statement of Financial Accounting Standards No.123 (SFAS 123)
Accounting for Stock-Based Compensation, as amended by Statement of
Financial Accounting Standards No. 148 (SFAS 148) Accounting for
Stock-Based
Compensation - Transition and Disclosure, requires that companies,
which do not elect to account for stock-based compensation as
prescribed by this statement, disclose the pro-forma effects on
earnings and earnings per share as if SFAS 123 has been adopted.
If the Company had applied the recognition provisions of SFAS
123 using the Black-Scholes option pricing model, the resulting
pro-forma net income (loss) available to common shareholders, and
pro-forma net income (loss) available to common shareholders per share
would be as follows:
- ---------------------------------------- ---------------------------------- ----------------------------------
For the three months ended For the nine months ended
-------------------------- -------------------------
September 30, September 30,
-------------- -------------
- ---------------------------------------- --------------- ------------------ ----------------- ----------------
2003 2002 2003 2002
---- ---- ---- ----
- ---------------------------------------- --------------- ------------------ ----------------- ----------------
Net (loss) income available to common
shareholders, as reported $(694,656) $ (845,920) $(1,937,130) $(981,206)
- ---------------------------------------- --------------- ------------------ ----------------- ----------------
Deduct (Add): Stock-based
compensation, net of tax - - - (110,548)
- -
- ---------------------------------------- --------------- ------------------ ----------------- ----------------
Net (loss) available to common
shareholders, pro-forma $(694,656) $ (845,920) $(1,937,130) $(1,091,754)
========== ============= ============ ============
- ---------------------------------------- --------------- ------------------ ----------------- ----------------
- ---------------------------------------- --------------- ------------------ ----------------- ----------------
Basic earnings (loss) per share:
- ---------------------------------------- --------------- ------------------ ----------------- ----------------
As reported - $ (.06) $ ( .08) $ (.18) $ (.10)
- ---------------------------------------- --------------- ------------------ ----------------- ----------------
Pro-forma - $ (.06) $ ( .08) $ (.18) $ (.11)
- ---------------------------------------- --------------- ------------------ ----------------- ----------------
The above stock-based employee compensation expense has been determined
utilizing a fair value method, the Black-Scholes option-pricing model.
The Company has recorded no compensation expense for stock options
granted to employees during the three or nine months ended September
30, 2003 and 2002.
In accordance with SFAS 123, the fair value of each option grant has
been estimated as of the date of the grant using the Black-Scholes
option pricing model with the following weighted average assumptions:
- -------------------- ---------------------------------- ----------------------------------------------
For the Nine months Ended September 30,
---------------------------------------
- -------------------- ---------------------------------- ----------------------------------------------
2003 2002
---- ----
- -------------------- ---------------------------------- ------------------------ ---------------------
Risk free interest rate 5.0% 5.0%
- -------------------- ---------------------------------- ------------------------ ---------------------
Expected life 5.0 years 5.0 years
- -------------------- ---------------------------------- ------------------------ ---------------------
Dividend rate 0.00% 0.00%
- -------------------- ---------------------------------- ------------------------ ---------------------
Expected volatility 95.2% 95.2%
- -------------------- ---------------------------------- ------------------------ ---------------------
6. TRADE RECEIVABLES
Included in trade receivables at September 30, 2003 is
$542,086 of earned but unbilled receivables.
7. INVENTORY
Inventory consists of the following:
September 30, 2003 December 31,2002
------------------ ----------------
Raw Material $ 371,338 $ 263,237
Finished goods 103,708 156,527
---------- ----------
$ 475,046 $ 419,764
---------- ----------
8. INVESTMENTS
The following table provides certain summarized unaudited
financial information related to the Company's equity basis holdings:
Nine Months Ended September 30,
-------------------------------
2003 2002
-------------------------------
Net Sales $ 123,566 $ 73,264
Gross profit on sales 37,836 49,286
Net loss $(168,326) $(154,913)
--------- ---------
9. REVENUE
In 2002 and in previous years a significant portion
of the Company's revenue had 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 controllers 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.
10. 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 at the rate of 6% per annum computed on the amount invested
payable in cash or shares of common stock at the option of the Company
on June 30 and December 31 each year. The terms of the Series B
Preferred limit the number of shares that may be issued in payment of
such dividend and the maximum amount of shares have previously been
issued in satisfaction of the dividend. In accordance with its 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 September 30, 2003 of $524,537, there are no funds
legally available for 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. Such higher dividend rate has been
in effect since July 1, 2002.
The terms of the Series B preferred provide that any such shares
outstanding on the third anniversary of issue [October 8, 2002] [the
"Mandatory Conversion Date"], were to be converted to common stock of
the Company. However, the terms of the Series B preferred also limit
the number of shares that can be issued in connection with payment of
dividends or on conversion. As these would be exceeded on a mandatory
conversion, no conversion occurred under this provision (note 15).
11. 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.
12. 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
fourth 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
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.
13. 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 its 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 September 30, 2003 was $0.34,
additional compensation expense of $70,250 was recorded during the
quarter.
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.
14. SEGMENTED INFORMATION
The Company has five reportable segments: bioremediation,
machine controls, precious gem identification, and 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 Nine Months Ended September 30, 2003 and 2002
Biorem- Machine Identification Natural Corporate
ediation Controls Systems Horticultural Administration Total
2003 $ $ $ $ $ $
- ---- - - - - - -
Sales 4,742,543 1,109,669 550,453 253,198 - 6,655,863
Income (Loss) from 738,555 (548,313) (48,576) (611,213) (1,400,578) (1,870,125)
continuing operations
before other income
Other income (8,218) (38,712) (61,488) 151,444 (96,051) (53,025)
Income (loss) from 730,337 (587,025) (110,064) (459,769) (1,496,629) (1,923,150)
continuing operations
before income taxes
2002
- ----
Sales 2,220,322 1,976,340 445,178 274,782 - 4,916,622
Income (Loss) from 324,133 (548,257) (6,176) (467,266) (1,305,824) (2,003,390)
continuing operations
before other income
(expense)
Other income (expense) 3,200 3,178 (44,019) - 221,666 184,025
(Loss) from continuing 327,333 (545,079) (50,195) (467,266) (1,084,158) (1,819,365)
operations before income
taxes
15. CONTINGENCIES
The Company is currently under a routine audit by the Internal
Revenue Service ("IRS") automatically triggered by the size of its US
tax refunds. The IRS is indicating that it is reviewing 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 potential
loss arising from such matter will be recorded when and if determined.
Final resolution of this issue could take 2 additional years.
As the Company has not converted its outstanding Series B
preferred shares to common stock, and the Company has not paid all
dividends on the Series B preferred shares, the holder of the Company's
Series B preferred shares has attempted to require that the Company
redeem the shares at 135% of face value plus accrued and unpaid
dividends totaling $4,822,930 at September 30, 2003. 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.
16. 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.
17. DEBT DUE TO OFFICERS AND DIRECTORS OF SUBSIDIARIES
Included in current portion of long-term debt and in long
term notes payable - officers and directors - are amounts due to
subsidiary officers and subsidiary directors totaling $470,599 and
$1,274,692 respectively at September 30, 2003. These notes accrue
interest at varying interest rates from Canadian prime interest rate
plus 3% or 4%, to fixed rates of 5%, 10% or 12%. In conjunction with
one of these loans a director of one of the subsidiaries received
warrants to purchase 100,000 shares of CVF's common stock at $0.30 per
share. These warrants expire on December 19, 2003.
In September 2003 a subsidiary director closed on a $1
million Canadian (approximately $ 741,100 US) convertible note to the
subsidiary bearing interest at 10% per annum and convertible into the
common stock of the subsidiary at $1.76 cnd per share. The note has a 3
year term. If converted the holder of the note will be entitled to a 7
1/2 % ownership interest in Biorem on a fully diluted basis.
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. CVF's
mandate is to acquire significant holdings in new and emerging technology
companies and to assist them in achieving significant revenue growth and
profitability. CVF's current holdings include investments made in its investee
companies during the period from 1990 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 some or all 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.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO
THE THREE MONTHS ENDED SEPTEMBER 30, 2002:
Consolidated sales of CVF subsidiaries for the three months ended September 30,
2003 amounted to $2,228,015, representing an increase of $1,220,031 (121%)
compared to sales of $1,007,984 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").
For the three months ended September 30, 2003, Biorem's sales increased by
$940,415 or 135% compared to the same quarter of 2002. This increase was mainly
due to numerous modular system installations in the US in the 2003 period. SRE's
sales increased in the 2003 period by $193,097 or 112% from the 2002 period. In
response to new products SRE has seen an improved general sales outlook.
Gemprint's sales increased by $101,117 or 87% compared to the same quarter of
2002 due to an expansion of revenue from new and existing customers. Ecoval's
sales decreased by $14,598 (65%) as Ecoval began to redirect its focus into
pesticides through licensing arrangements.
CVF's gross margin of $1,030,722 for the third quarter of 2003 represents an
increase of $625,386 (154%) from the same period last year. This increase is
mainly due to Biorem which had $487,077 higher gross margin in the third quarter
of 2003 due to higher sales volumes. Also SRE had $111,779 higher gross margin
in the third quarter of 2003 as SRE moves to selling new higher margin products.
Gemprint had a gross margin increase of $63,726 (66%) due to the sales increase.
Gross margin of CVF as a percentage of sales increased to 46.5% for the third
quarter of 2003 from 40.2% for the third quarter of 2002. This gross margin
percentage increase is attributable to Biorem, Gemprint and SRE where business
has been shifting to higher margin sales.
Selling, general and administrative expenses on a consolidated basis for the
three months ended September 30, 2003 amounted to $1,422,962, representing an
increase of $322,123 (29%) compared to expense of $1,100,839 for the same period
in 2002. The increases in expenses relate to the sales increase at Biorem,
Gemprint and SRE. Management continues to undertake a concerted effort to effect
an overall reduction in administrative costs. Over the past 2 years 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 third quarter of 2003 amounted to
$159,835 compared to $110,870 incurred in the comparable 2002 period, or an
increase of $48,965 (44%). Spending was increased at most of the investee
companies after lower levels in the second quarter of 2003.
Net interest expense increased to $47,250 for the third quarter of 2003 compared
to net interest expense of $23,778 for the third quarter of 2002. This increase
is due to lower cash balances on hand in the 2003 period compared to the 2002
period and a loan in the 2003 period from one of the subsidiary directors to
CVF.
Other expense increased to $58,787 in the third quarter of 2003 from income of
$24,601 for the third quarter of 2002 due to foreign currency exchange related
to the strengthening Canadian dollar.
Losses of CVF from equity holdings (entities in which CVF has a 50% or less
ownership) decreased to $nil in the third quarter of 2003 compared to $15,471 of
expense in the third quarter of 2002. 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 $122 in the 2003 period compared to $9,315
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 $34,255 in the 2003 period compared to a
recovery of $4,001 in the 2002 period.
Minority interest portion of the loss decreased to $15,180 in the third quarter
of 2003 from $48,081 in the comparable 2002 period. This amount in the 2003
period relates only to Gemprint while the 2002 period loss relates to Gemprint
and SRE. SRE's minority interest balance is now zero and therefore losses are
not recognized any longer on SRE.
CVF on a consolidated basis recorded a net loss of $608,555 for the three months
ended September 30, 2003 resulting from the operations described above. This
compares to a net loss of $759,819 incurred in the corresponding period of 2002.
This represents a 20 % decrease in the loss.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2002:
Consolidated sales of CVF for the nine months ended September 30, 2003 amounted
to $6,655,863, representing an increase of $1,739,241 (35%) compared to sales of
$4,916,622 for the same period in 2002. Biorem's sales increased by $2,522,222
or 114% compared to the same period 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 $866,672 (44%) 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 $455,263 or 70% higher in the 2003 period compared to the
2002 period). The change in this arrangement has had no effect on the Company's
gross margin dollars. Gemprint's sales increased by $105,275 (24%) to $550,453
in the 2003 period compared to sales of $445,178 in the 2002 period. Ecoval's
sales decreased by $21,584 (8%) as Ecoval began to redirect its focus into
pesticides through licensing arrangements.
CVF's gross margin of $2,758,050 for the first nine months of 2003 represents an
increase of $1,207,076 (78%) from the same period last year. Gross margin as a
percentage of sales increased to 41.5% for the first nine months of 2003 from
31.5% for the first nine months of 2002. This increase in the more recent period
is mainly due to the change in the business arrangement at SRE with one of its
customers (as previously discussed) which had an effect of increasing the gross
margin percentage. If this change had occurred at the beginning of 2002 the
overall gross margin percentage for the 2002 period would have been 43.1%
instead of 31.5%.
Selling, general and administrative expenses on a consolidated basis amounted to
$4,291,710 for the first nine months of 2003. This represents an increase of
$1,037,478 or 32% over the first nine months of 2002. The increase in expenses
generally relate to the sales increase at Biorem, Gemprint and SRE. Of this
increase, $65,200 is due to stock option related compensation expense recorded
due to the increase in the market price of CVF common stock. An additional
$112,650 of the increase is due to one of the Company's subsidiaries settling a
claim with a former officer. Management continues to undertake a concerted
effort to effect an overall reduction in administrative costs. Over the past 2
years 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 nine months ended September 30, 2003
were $336,465 compared to $300,132 in the 2002 period, or an increase of $36,333
(12%).
Net interest expense for the first nine months of 2003 increased to $120,812
from $82,478 in the 2002 period. This increase in expense is due to lower
average cash balances invested during the 2003 period and loans from directors
during the 2003 period.
Losses of CVF from equity holdings (entities in which CVF has a 50% or less
ownership) decreased to $nil in the 2003 period from $43,706 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 $7,316 in the 2003 period compared to
$263,312 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 $98,397 in the 2003 period compared to a
recovery of $478,495 in the 2002 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 $143,118 in the 2003 period
from $143,727 in the comparable 2002 period.
Loss from operations of discontinued business was a $111,957 loss in the 2002
period. This reflects Dantec's 2002 loss for the 2002 period.
Gain on discontinuance of business in the 2002 period reflects the gain recorded
on the sale of CVF's interest in Dantec on April 19, 2002.
CVF recorded a net loss of $1,681,635 for the nine months ended September 30,
2003 resulting from the operations described above. This compares to a net loss
of $792,855 incurred in the corresponding period
of 2002. It should be noted that the net loss in the 2002 period included the
recovery of income taxes which was $410,352 higher in the 2002 period, the gain
on the sale of Dantec which totaled $516,245 in the 2002 period, and the gain on
sale of holdings which was $255,996 higher in the 2002 period. By excluding
these nonrecurring items (income tax refund, Dantec sale gain, and sale of
holdings gain) from 2002 and 2003, the 2002 net loss would have been $2,050,907
or $263,559 higher than the 2003 net loss of $1,787,348.
LIQUIDITY AND CAPITAL RESOURCES:
Stockholders' deficit as of September 30, 2003 amounted to $3,071,296 compared
to a deficit of $966,775 at December 31, 2002. This net increase in the deficit
of $2,104,521 is primarily attributable to a net loss of $1,681,635 which was
recognized in the same period, an increase in accumulated other comprehensive
loss of $387,801 (mainly attributable to foreign exchange adjustments) and
dividends accrued during the period totaling $255,495. This was offset somewhat
by the increase in the market price of CVF common stock and the resulting stock
option compensation expense recorded totaling $252,900.
The current ratio of CVF at September 30, 2003 is .54 to 1, which is almost
unchanged from .51 to 1 at December 31, 2002.
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.
The Company has been successful in obtaining $ 1 million Canadian in financing
through an investment in one of its holdings over the last 90 days.
Over the past two years 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 been significantly reduced 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 because of
contractual requirements.
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.
As at September 30, 2003 the cash balance was $803,757 which is an increase of
$585,754 compared to December 31, 2002. The primary source of cash for the
Company is expected to be from sale of a portion of its investments in its
subsidiaries or from CVF issuing additional securities. The company is pursuing
opportunities to raise funds from potential investors in CVF. In addition,
certain subsidiaries are producing a positive cash flow and will be able to
supplement other cash requirements of the Company. If the above mentioned
liquidity events do not occur, the Company estimates that it could run out of
operating cash in the second quarter of 2004, 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.
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 third 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") automatically triggered by the size of its US tax
refunds. The IRS is indicating that it is reviewing 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. Final resolution of this issue could take 2 additional 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 at 135% of face value plus accrued and unpaid
dividends totaling $4,822,930 at September 30, 2003. 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 restrict a 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 September 30, 2003 was $0.34,
additional compensation expense of $252,900 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.
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 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) 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 as of the
end of the period covered by this report. 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 has been no significant change in the Company's internal
controls over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial
reporting.
PART II - OTHER INFORMATION
Item 3. Changes in Securities
As the Company has not converted its outstanding Series B preferred
shares to common stock, and the Company has not paid all dividends on the Series
B preferred shares, the holder of the Company's Series B preferred stock has
attempted to require that the Company redeem the shares for 135% of outstanding
face value plus accrued and unpaid dividends, or $4,822,930 at September 30,
2003. 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 September 30, 2003 total $518,393 and as of the date of
filing of this report (November 14, 2003) total $560,126.
Item 4 - Submission of Matters to Vote of Security Holders
On August 28, 2003, the Company held its Annual Meeting of
Shareholders. The matter voted upon at the Annual Meeting was the election of
four directors. The results were as follows:
Name Votes For Votes Withheld
---- --------- --------------
Jeffrey Dreben 4,937,659 710,070
Robert Nally 4,937,659 710,070
Robert Glazier 4,937,659 710,070
George Khouri 4,937,659 710,070
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(11) Statement re computation of per share earnings
(31.1) Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
(31.2) Certification of Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
(32) Certifications 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
The Company filed a Current Report on Form 8-K on July 1, 2003
and an amendment to that report on July 9, 2003 in connection
with the dismissal of its auditors.
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: November 14, 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
EXHIBIT INDEX
No. Description
--- -----------
(11) Statement re computation of per share earnings
(31.1) Certification of Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
(31.2) Certification of Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
(32) Certifications Pursuant to 18 U.S.C. 1350 As Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002