UNITED STATES 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, 2006
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[ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of May 1, 2006, there were 12,801,435 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,
2006 2005
(unaudited) (audited)
------------ ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,003,777 $ 3,793,577
Restricted cash 2,713,200 2,724,316
Trade receivables 30,565 11,005
Inventory 15,679 9,932
Prepaid expenses and other 56,032 31,660
------------ ------------
TOTAL CURRENT ASSETS 4,819,253 6,570,490
------------ ------------
Property and equipment, net of accumulated depreciation 6,339 5,699
Loans receivable 142,251 142,251
Equity investment & notes receivable in Biorem (see Note 3) 576,737 626,000
Holdings, carried at cost or equity 12,843 --
Holdings available for sale, at market 1,145 1,058
------------ ------------
TOTAL ASSETS $ 5,558,568 $ 7,345,498
============ ============
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
CURRENT LIABILITIES:
Notes payable - other $ -- $ 25,000
Accounts payables and accrued liabilities 2,179,974 2,260,153
------------ ------------
TOTAL CURRENT LIABILITIES 2,179,974 2,285,153
------------ ------------
LONG-TERM LIABILITIES:
Deferred income taxes 87,094 87,424
Minority interest 905,823 916,936
Pension obligation 605,865 614,898
------------ ------------
TOTAL LONG-TERM LIABILITIES 1,598,782 1,619,258
------------ ------------
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
------------ ------------
3,842,211 3,967,866
------------ ------------
STOCKHOLDERS' (DEFICIT) EQUITY:
Series C convertible preferred stock, $0.001 par value,
issued and outstanding nil (2005; 100,000) shares,
stated value $1,000,000 -- 100
Common stock, $0.001 par value, authorized 50,000,000
shares, 13,648,896 issued (2005; 13,820,396) and in
treasury 653,200 (2005; 481,700) 14,302 14,302
Warrants 111,094 111,094
Additional paid in capital 29,496,812 30,620,178
Treasury stock (2,810,298) (2,747,174)
Accumulated other comprehensive loss (141,991) (220,190)
Accumulated deficit (24,953,562) (24,400,678)
------------ ------------
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY 1,716,357 3,377,632
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY $ 5,558,568 $ 7,345,498
============ ============
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,
----------------------------
2006 2005
----------- -----------
SALES $ 20,668 $ 149,143
Cost of sales 14,880 39,948
----------- -----------
GROSS MARGIN 5,788 109,195
----------- -----------
EXPENSES:
Selling, general and administrative 494,843 459,092
----------- -----------
TOTAL EXPENSES 494,843 459,092
----------- -----------
(Loss) from continuing operations before under noted items (489,055) (349,897)
----------- -----------
OTHER (EXPENSES) INCOME
Interest income (expense), net 50,584 (23,986)
(Loss) income from equity investees (47,252) 27,408
Other (expense), net (4,481) (15,369)
Gain on sale of holdings -- 723,652
----------- -----------
TOTAL OTHER INCOME (EXPENSE) (1,149) 711,705
----------- -----------
Income (Loss) before income taxes and minority interest (490,204) 361,808
Income taxes (recovery) 1,743 (36,906)
----------- -----------
Income (Loss) before minority interest (491,947) 398,714
Minority interest in loss 11,113 --
----------- -----------
NET INCOME (LOSS) $ (480,834) $ 398,714
=========== ===========
----------- -----------
BASIC INCOME (LOSS) PER SHARE $ (0.04) $ 0.03
=========== ===========
----------- -----------
DILUTED INCOME (LOSS) PER SHARE $ (0.04) $ 0.03
=========== ===========
WEIGHTED SHARES USED IN COMPUTATION - BASIC 13,722,074 13,811,849
=========== ===========
WEIGHTED SHARES USED IN COMPUTATION - DILUTED 13,722,074 14,490,981
=========== ===========
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,
----------------------------
2006 2005
----------- ---------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss) from continuing operations $ (480,834) $ 398,714
Adjustments to reconcile net loss
from operating activities:
Depreciation and amortization 581 3,377
Minority interest in losses of subsidiaries (11,113) --
Pension expense (9,033) (11,242)
Deferred income tax (330) --
Stock option compensation 4,200 (11,000)
Loss (income) from equity investees 47,252 (27,408)
Changes in non-cash working capital items
Decrease (increase) in trade receivables (19,560) 6,338
(Increase) in receivable from sale of Biorem stock -- (257,015)
(Increase) decrease in inventory (5,747) 6,386
(Increase) in prepaid expenses and other (24,372) (259)
Decrease in income taxes receivable -- (41,033)
(Decrease) in trade payables and accrued liabilities (80,509) (96,307)
----------- ---------
(98,631) (428,163)
----------- ---------
CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (579,465) (29,449)
----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of holdings -- 589,975
----------- ---------
CASH PROVIDED BY INVESTING ACTIVITIES -- 589,975
----------- ---------
CASH FLOWS (USED) FROM FINANCING ACTIVITIES:
Redemption of Series C preferred shares (1,121,667) --
Purchase of treasury shares (63,124) --
Repayment of debt (25,000) 2,065
----------- ---------
CASH PROVIDED (USED) BY FINANCING ACTIVITIES (1,209,791) 2,065
----------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS (11,660) (442,719)
----------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS (1,800,916) 119,872
CASH AND CASH EQUIVALENTS - beginning of period 6,517,893 112,648
----------- ---------
CASH AND CASH EQUIVALENTS - end of period $ 4,716,977 $ 232,520
=========== =========
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,
----------------------------
2006 2005
--------- --------
Net Income (loss) $(480,834) $398,714
--------- --------
Other comprehensive income, net of tax:
Foreign currency translation adjustments 78,087 18,623
Unrealized holding gains:
Unrealized holding losses arising
during period (see note below) 112 139
--------- --------
Total other comprehensive income 78,199 18,762
--------- --------
Comprehensive income (loss) during period $(402,635) $417,476
========= ========
Note: Unrealized holding losses are net of tax of $75 and $93 for the
three months ended March 31, 2006 and 2005 respectively.
See notes to consolidated financial statements
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2006 AND 2005
(UNAUDITED)
(Dollars 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. ACCOUNTING POLICIES
Stock Based Compensation Plans
The Company previously accounted for stock-based compensation issued
to its employees under Accounting Principles Board Opinion 25, (APB 25).
Accordingly, no compensation costs were recorded for stock options issued
to employees, which was measured as the excess, if any, of the fair value
of its common stock at the date of grant over the exercise price of the
options. The pro forma net earnings per share amounts as if the fair value
method had been used are presented below for the three months ended March
31, 2005, in accordance with the Company's adoption of SFAS 123(R).
For purposes of the following disclosures during the transition period of
the adoption of SFAS 123(R), the weighted average fair value of options has
been estimated on the date of grant using the Black-Scholes options pricing
model. The Company did not issue any options or warrants in each of the
quarters ended, presented, hence there was no compensation costs to record
for the quarter ended March 31, 2006 or to present on a pro forma basis for
the quarter ended March 31, 2005.
If the Company had applied the recognition provisions of SFAS 123
using the Black-Scholes option pricing model, the resulting pro-forma net
income available to common shareholders, and pro-forma net income available
to common shareholders per share would be as follows:
For the three months
ended March 31,
--------------------
2006 2005
--------- --------
Net (loss) income to common shareholders, as
reported $(481,770) $397,951
Deduct (Add): Stock-based compensation, net of tax -- --
Net (loss) income available to common shareholders,
pro-forma $(481,770) $397,951
========= ========
Basic (loss) earnings per share:
As reported - $ (.04) $ .03
Pro-forma - $ (.04) $ .03
Diluted (loss) earnings per share:
As reported - $ (.04) $ .03
Pro-forma - $ (.04) $ .03
The above stock-based employee compensation expense has been determined
utilizing a fair value method, the Black-Scholes option-pricing model.
3. SUBSIDIARY BIOREM GOES PUBLIC
In January 2005 Biorem completed its going public transactions and
began trading on the Toronto Venture Exchange effective Friday, January 21,
2005 under the symbol BRM. CVF's ownership position in Biorem as of March
31, 2006 is approximately 2.8 million shares of Biorem Inc. representing
approximately 27% of the outstanding shares of Biorem and is valued as of
May 1, 2006 at $6.4 million.
Since CVF no longer owns more than 50% (effective November 24, 2004)
CVF records the results of Biorem on the equity basis of accounting.
4. EQUITY AND DEBT INVESTMENT IN XYLODYNE CORPORATION
In March 2006 the Company invested in a newly formed Ontario
corporation, Xylodyne Corporation. The Company advanced a total of $15,000
cdn in March 2006 and the remaining $310,000 cdn subsequent to March 2006
of which $12,000 was invested in common stock and the remainder in an
interest bearing debenture. CVF will own 40% of the
common stock of Xylodyne Corporation and therefore will account for the
business under the equity accounting method. The Company is in the business
of distributing electrical vehicles and developing proprietary technology
relating to electrical vehicles. The business did not commence operations
until after March 31, 2006.
5. INCOME (LOSS) PER SHARE
Basic income per share amounts are computed by dividing net income
from continuing operations available to common stockholders from continuing
operation and income from discontinued operations, and net income available
to common stockholders by the weighted average number of common shares
outstanding during the period. The net income from continuing operations
and net income available to common stockholders consists of net income from
continuing operations and net income amounts reduced by the dividends on
the Company's Series A preferred stock. Diluted income 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.
6. INVENTORY
Inventory consists of the following:
March 31, 2006 December 31, 2005
-------------- -----------------
Finished goods $ 81,682 $ 75,935
Less obsolescence reserve (66,003) (66,003)
-------- --------
$ 15,679 $ 9,932
-------- --------
7. INVESTMENTS
The following table provides certain summarized unaudited financial
information related to the Company's equity basis holdings:
Three Months Ended
March 31,
-----------------------
2006 2005
---------- ----------
Net Sales $2,857,384 $1,955,725
Gross profit on sales 744,170 739,918
---------- ----------
Net income (loss) $ (225,004) $ (77,448)
---------- ----------
Included in the above results for the three months ended March 31,
2005 are the months of January 2005 and February 2005 for SRE as SRE filed
bankruptcy on March 31, 2005 and the results for the month of March 2005
were not available.
8. SERIES C PREFERRED STOCK REDEMPTION
On February 27, 2006 the Company redeemed in cash all of its
outstanding Series C 6% Convertible Preferred Stock, which was held by The
Shaar Fund Ltd., in accordance with the terms. The redemption price was
$1.0 million (US), plus accrued and unpaid interest of $121,666 through the
redemption date, February 27, 2006. The Company issued the Series C
Preferred Stock together with common shares and warrants in February 2004
in exchange for its then outstanding Series B 6% convertible Preferred
Stock.
Still outstanding with the former Series C holder is a three-year warrant
to purchase 100,000 shares of the Company's common stock at an exercise
price of $0.35 per share. The warrant has an expiration date of February
27, 2007.
9. STOCK BUYBACK PLAN
As announced on December 30, 2005 the Company's Board of Directors
approved a $500,000 stock buyback program. The program allows the Company
to make up to $500,000 of stock repurchases. As of May 1,
2006 the Company has purchased 1,093,861 shares under this repurchase
program for a total of $433,738.
10. INTERIM FINANCIAL STATEMENT DISCLOSURES
Certain information and footnote disclosures normally included in
annual financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted from the accompanying
unaudited interim financial statements. Reference is made to the Company's
audited financial statements for the year ended December 31, 2005 included
in the Company's Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission on April 7, 2006.
11. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
The Company has implemented new accounting standards as follows:
FASB 154 - Accounting Changes and Error Corrections
In May 2005, the FASB issued FASB Statement No. 154, which replaces APB
Opinion No.20 and FASB No. 3. This Statement provides guidance on the
reporting of accounting changes and error corrections. It established,
unless impracticable retrospective application as the required method for
reporting a change in accounting principle in the absence of explicit
transition requirements to a newly adopted accounting principle. The
Statement also provides guidance when the retrospective application for
reporting of a change in accounting principle is impracticable. The
reporting of a correction of an error by restating previously issued
financial statements is also addressed by this Statement. This Statement is
effective for financial statements for fiscal years beginning after
December 15, 2005. Earlier application is permitted for accounting changes
and corrections of errors made in fiscal years beginning after the date of
this Statement is issued. Management believes this Statement will have no
impact on the financial statements of the Company once adopted.
FASB 155 - Accounting for Certain Hybrid Financial Instruments
In February 2006, the FASB issued FASB Statement No. 155, which is an
amendment of FASB Statements No. 133 and 140. This Statement; a) permits
fair value remeasurement for any hybrid financial instrument that contains
an embedded derivative that otherwise would require bifurcation, b)
clarifies which interest-only strip and principal-only strip are not
subject to the requirements of Statement 133, c) establishes a requirement
to evaluate interests in securitized financial assets to identify interests
that are freestanding derivatives or that are hybrid financial instruments
that contain an embedded derivative requiring bifurcation, d) clarifies
that concentrations
of credit risk in the form of subordination are not embedded derivatives,
e) amends Statement 140 to eliminate the prohibition on a qualifying
special-purpose entity from holding a derivative financial instrument that
pertains to a beneficial interest other than another derivative financial
instrument. This Statement is effective for financial statements for fiscal
years beginning after September 15, 2006. Earlier adoption of this
Statement is permitted as of the beginning of an entity's fiscal year,
provided the entity has not yet issued any financial statements for that
fiscal year. Management believes this Statement will have no impact on the
financial statements of the Company once adopted.
FASB 156 - Accounting for Servicing of Financial Assets
In March 2006, the FASB issued FASB Statement No. 156, which amends FASB
Statement No. 140. This Statement establishes, among other things, the
accounting for all separately recognized servicing assets and servicing
liabilities. This Statement amends Statement 140 to require that all
separately recognized servicing assets and servicing liabilities be
initially measured at fair value, if practicable. This Statement permits,
but does not require, the subsequent measurement of separately recognized
servicing assets and servicing liabilities at fair value. An entity that
uses derivative instruments to mitigate the risks inherent in servicing
assets and servicing liabilities is required to account for those
derivative instruments at fair value. Under this Statement, an entity can
elect subsequent fair value measurement to account for its separately
recognized servicing assets and servicing liabilities. By electing that
option, an entity may simplify its accounting because this Statement
permits income statement recognition of the potential offsetting changes in
fair value of those servicing assets and servicing liabilities and
derivative instruments in the same accounting period. This Statement is
effective for financial statements for fiscal years beginning after
September 15, 2006. Earlier adoption of this Statement is permitted as of
the beginning of an entity's fiscal year, provided the entity has not yet
issued any financial statements for that fiscal year. Management believes
this Statement will have no impact on the financial statements of the
Company once adopted.
12. STOCK OPTIONS AND WARRANTS
Due to the re-pricing of stock options in 2002 those options are
subject to variable plan accounting using the intrinsic value as prescribed
by APB25. As the fair market value of the Company's stock as of March 31,
2006 was $0.38 compared to $0.32 at December 31, 2005, an increase in
compensation expense of $4,200 was recorded during the 2006 first quarter.
As the fair market value of the Company's stock as of March 31, 2005 was
$0.38 compared to $0.48 at December 31, 2004, and also since 75,000 of the
repriced options were exercised during the first quarter of 2005, a
reduction in compensation expense of $31,000 was recorded during the 2005
first quarter.
13. SEGMENTED INFORMATION
The Company currently has three reportable segments (three in 2005):
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 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
assets (including the intangible patents) were sold in December 2005 to an
unrelated party. 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, 2006 and 2005
Identification Natural Corporate
Systems Horticultural Administration Total
$ $ $ $
-------------- ------------- -------------- --------
2006
Sales -- 20,668 -- 20,668
(Loss) from continuing operations
before other income (71,594) (42,611) (374,850) (489,055)
Other income (expense) 39,841 (7,831) (33,159) (1,149)
(Loss) from continuing operations
before income taxes (31,753) (50,442) (408,009) (490,204)
2005
Sales 147,536 1,607 -- 149,143
(Loss) from continuing operations
before other income (expense) (23,229) (10,908) (315,760) (349,897)
Other income (expense) (22,280) (10,009) 743,994 711,705
Income (loss) from continuing
operations before income taxes (45,509) (20,917) 428,234 361,808
14. EQUITY INVESTEE SRE FILES BANKRUPTCY IN MARCH 2005
On March 11, 2005, a secured creditor of SRE Controls Inc. called a
$550,000 cdn secured demand note and appointed a receiver to administer the
Company. The assets of SRE were estimated by the receiver at $902,000 cdn
while the total due creditors (secured and unsecured) were estimated at
$1,600,000 cdn. On March 31, 2005 a bankruptcy filing was filed in the
office of the Superintendent of Bankruptcy Canada. CVF examined its various
options as a result of the action by this creditor which included bidding
on the assets claimed by the creditor. The first meeting of creditors of
SRE was conducted on April 15, 2005. As a result of that meeting a bid was
accepted by the trustee for SRE totaling $1.1million cdn from an unrelated
third party, MCC Energy. It is highly unlikely that CVF will receive any
money from this sale and since CVF's investment in SRE was already carried
at zero value in its books there is no financial implication to CVF as a
result of this sale to an outside third party.
15. CONTINGENCIES
The Company is currently under an audit by the Internal Revenue
Service ("IRS"). As part of the routine audit, the IRS indicated that they
reviewed the treatment of capital losses claimed in the prior year and
refunds of $2,532,000 received in 2001. A proposed deficiency in federal
income tax was issued by the IRS on December 1, 2003 totaling $2,969,123.
On February 5, 2004 CVF issued a formal protest to the proposed deficiency
and its protest has now gone before appeals at the IRS. If it is not
resolved at the appeals level of the IRS, CVF intends to challenge the IRS
ruling in federal tax court, as CVF and its legal counsel strongly believes
its original deductions were correctly taken. This process could take up to
18 more months to be resolved.
16. SUSEQUENT EVENTS
In April 2006 the Board of Directors of the Company approved the
Corporation's Management Incentive Program. In connection with the program,
restricted stock was granted to officers and employees of the Company
totaling 1,660,000 restricted common shares. These shares will vest at the
end of each year over a three year period beginning April 2007 with vesting
accelerated on a change of control.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW:
CVF Technologies Corporation (www.cvfcorp.com) ("CVF" or the "Company") was
originally founded as a limited partnership in 1989 and was converted into a
corporation in 1995. CVF is involved in the business of investing in and
managing early stage companies primarily engaged in the environmental technology
and information technology sectors. CVF's mandate is to acquire significant
holdings in new and emerging technology companies and then to assist them in
their management, and through them to engage in their respective businesses.
CVF's current holdings include investments made in its investee companies during
the period from 1990 to the present.
CVF realizes revenues and profits through consolidation of the operating results
of its investee companies. CVF also endeavors to generate 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 the investee company public at the
appropriate time or selling the investee company. This has been done with CVF's
former investee companies Certicom Corporation and TurboSonic Technologies, Inc.
both of which went public. Also, in January 2005 Biorem Inc. (formerly Biorem
Technologies Inc.) completed its going public transaction. Most recently G.P.
Royalty Distribution Corporation (formerly Gemprint Corporation), sold
substantially all its assets in December 2005, while retaining a 5 year royalty
stream of $1 per Gemprint in excess of 100,000 Gemprints per year.
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. CVF's ability to continue
to provide assistance to its investees is subject to the limitations of its own
financial resources. CVF's position in Biorem is currently valued at $6.4
million (as of May 1, 2006) and a public market exists for Biorem's stock. Also
in December 2005 CVF sold substantially all of its subsidiary Gemprint assets
for $7.5 million. Therefore CVF expects to have more flexibility in assisting
its investee companies.
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 in the 2006 period are G.P. Royalty Distribution
Corporation ("Gemprint") and Ecoval Corporation ("Ecoval"). CVF records profit
and loss using the equity method for companies in which CVF holds 20% to 50%
ownership. These companies are Biorem, Petrozyme Technologies Inc.
("Petrozyme"), and SRE (for the months of January 2005 and February 2005 only as
SRE subsequently went bankrupt). The results of companies in which CVF has less
than 20% ownership, are not included in the Consolidated Statement of
Operations.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2005:
Consolidated sales of CVF subsidiaries for the three months ended March 31, 2006
amounted to $20,668, representing a decrease of $128,475 compared to sales of
$149,143 for the same period in 2005 due to Gemprint no longer having sales
following the sale of its assets compared to sales of $147,536 in the 2005
period.
For the three months ended March 31, 2006, Ecoval's sales increased by $19,061
as the company began to invest in a sales and marketing program during the
quarter.
CVF's gross margin of $5,788 for the first quarter of 2006 represents a decrease
of $103,407 from the same period last year. This decrease is due to Gemprint no
longer having sales as the operating assets were sold. Overall gross margin of
CVF as a percentage of sales decreased to 28.0% for the first quarter of 2006
from
73.2% for the first quarter of 2005 due to no longer having the gross margins on
the historically high gross margins at Gemprint (which was 74.4 % in the 2005
first quarter).
Selling, general and administrative expenses on a consolidated basis for the
three months ended March 31, 2006 amounted to $494,843, representing an increase
of $35,751 (8%) compared to expenses of $459,092 for the same period in 2005.
This increase is mainly due to higher expenses at the parent company and Ecoval
offset somewhat by having much lower expenses at Gemprint ($ 61,447 or 46%
lower) as that company has sold its assets and no longer operates a business.
The increase at the parent level of $57,187 (19.3%) is due to the reduction in
the CVF stock price in the 2005 period of $31,000 for the repriced stock options
and a general increase in travel activity in the 2006 first quarter. The
increase at Ecoval of $38,105 (370%) is due to ramping up the sales and
marketing activities.
Net interest income was $50,584 for the first quarter of 2006 compared to net
interest expense of $23,986 for the first quarter of 2005. This increase in
income is due to interest earned on the cash in banks and escrow accounts
compared to no interest earned in the 2005 period as the Company had very little
cash in the 2005 period.
Loss from equity holdings (entities in which CVF has a 50% or less ownership)
was a loss of $47,252 in the 2006 first quarter compared to income of $27,408 in
the 2005 period. This represents CVF's share of Biorem's loss in the 2006 period
compared to CVF's share of Biorem's income in the 2005 period.
Gain on sale of holdings amounted to $723,652 in the 2005 period represented
gain from sales of a portion of its holdings in Biorem
Income tax expense amounted to $1,743 in the 2006 first quarter compared to
recovery of $36,906 in the 2005 period. Income tax recovery in the first quarter
of 2005 represents the recording for the deferred taxes for Ecoval.
Minority interest - included in 2006 is $11,113 of income relating to the
minority shareholders of Gemprint's share of the 2006 first quarter loss.
CVF, on a consolidated basis, recorded a net loss of $480,834 for the three
months ended March 31, 2006 compared to a net income of $398,714 in the 2005
period.
LIQUIDITY AND CAPITAL RESOURCES:
Stockholders' equity as of March 31, 2006 amounted to $1,716,357 compared to
equity of $3,377,632 at December 31, 2005. This net decrease in the equity of
$1,661,275 is primarily attributable to the redemption of the Series C preferred
stock in February 2006 totaling $1,121,666 and the net loss of $480,834 which
was recognized in the first three months of 2006.
The current ratio of CVF at March 31, 2006 is 2.21 to 1, which has decreased
from 2.88 to 1 at December 31, 2005 due mainly to the cash used totaling
$1,121,666 for the redemption of the Series C preferred stock in February 2006.
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, value of the Biorem stock that became listed on a public market in January
2005 (and is valued as of May 1, 2006, at $6.4 million), 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 limited outside debt and a line
of credit could be sought.
CVF, on February 27, 2006, redeemed its Series C Preferred Stock as well as paid
accrued dividends for total cash payment of $1,121,667. The former Series C
holder continues to hold a three-year warrant to
purchase 100,000 shares of CVF's common stock at an exercise price of $0.35 per
share which expires in February 2007.
As of March, 2006, CVF's cash balance was $4,716,977 (including restricted cash
of $2,713,200) which is a decrease of $1,800,916 compared to December 31, 2005.
The Company expects to sustain itself over the next year with cash on hand.
However if necessary the Company could sell a portion of its investments in its
public holding, Biorem Inc. (which had a value to CVF as of May 1, 2006 of
approximately $6.4 million) or from CVF issuing additional securities. During
the first quarter 2006 CVF did not sell any Biorem shares compared to receiving
$846,990 in the 2005 first quarter from the sale of 349,142 Biorem shares. 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.
As announced on December 30, 2005 CVF's Board of Directors approved a $500,000
stock buyback program. The program allows the Company to make up to $500,000 of
stock repurchases. As of May 1, 2006 the Company has purchased 1,093,861 shares
under this repurchase agreement at a total price of $433,738.
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:
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 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
can also seek outside investment if need be.
The Company may continue, when and if appropriate, to assist its investee
companies in their efforts to obtain outside financing in order to fund the
growth and development of their respective businesses, as a means of augmenting
CVF's needs to finance them.
Contingencies - The Company is currently under an audit by the Internal Revenue
Service("IRS"). As part of the routine audit, the IRS indicated that they
reviewed the treatment of capital losses claimed in the prior year and refunds
of $2,532,000 received in 2001. A proposed deficiency in federal income tax was
issued by the IRS on December 1, 2003 totaling $2,969,123. On February 5, 2004
CVF issued a formal protest to the proposed deficiency and its protest has now
gone before appeals at the IRS. If it is not resolved at the appeals level of
the IRS, CVF intends to challenge the IRS ruling in federal tax court, as CVF
and its legal counsel strongly believes its original deductions were correctly
taken. This process could take up to 18 more months to be resolved.
The Company is involved from time to time in litigation, which arises in the
normal course of business. In respect of these claims the Company believes it
has valid defenses and/or appropriate insurance coverage in place. In
management's judgment, no material exposure exists on the eventual settlement of
such litigation, and accordingly, no provision has been made in the accompanying
financial statements.
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. Currently there are 70,000 re-priced option
shares outstanding to purchase common stock, resulting in the "variable" method
for determining compensation expense being enacted under FASB interpretation #44
of 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 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 Company's stock as
at March 31, 2006 was $0.38 ($0.32 at December 31, 2005), and nil shares (75,000
shares in the first quarter 2005) of the repriced were exercised during 2006 an
increase of compensation expense of $4,200 ($31,000 reduction compensation
expense in the first quarter 2005 was recorded).
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. The charge to income for the warrants issued was $111,094 during
2002.
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 and prone to the risks of all early
stage development companies, including those described under "Forward Looking
Statements". 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 investee's 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. Other factors
that may affect CVF's future results include:
- 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 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 Officer 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.
(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 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Small Business Issuer Purchases of Equity Securities
Maximum Approximate
Total No. of Dollar Value of
shares purchased as shares that may yet
Total Number Average part of publicly be purchased under
of Shares Price Paid announced plans or publicly announced
PERIOD Purchased per Share programs plans or programs
- ------ ------------ ---------- ------------------- -------------------
January 2006 84,100 $0.33 84,100 $470,543.00
February 2006 49,300 $0.36 49,300 $451,889.50
March 2006 38,100 $0.38 38,100 $436,875.60
------- ----- -------
TOTAL 171,500 $0.36 171,500
======= ===== =======
Item 6. 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
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DATED: May 15, 2006
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.