1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-QSB
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
CVF CORPORATION
(Exact name of small business issuer as specified in its charter)
NEVADA 0-29266 87-0429335
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation or organization) Number) Identification No.)
916 CENTER STREET
LEWISTON, NEW YORK 14221
(716) 754-7883
(Address, including zip code, and telephone number,
including area code, of issuer's principal executive offices)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
--- ---
As of August 13, 1998, there were 6,756,328 shares of common stock, $0.001
par value per share, of the issuer outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
--------------------
CVF CORPORATION AND SUBSIDIARIES
--------------------------------
CONSOLIDATED BALANCE SHEET
--------------------------
(UNAUDITED)
-----------
June 30,
1998
-------------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 2,647,469
Restricted cash 670,532
Marketable securities, at market 154,242
Trade receivables 1,569,324
Inventory 647,585
Prepaid expenses and other 469,644
Income taxes receivable 1,100,000
------------
TOTAL CURRENT ASSETS 7,258,796
PROPERTY AND EQUIPMENT, net of accumulated depreciation 351,463
HOLDINGS, carried at cost or equity 1,154,487
HOLDINGS AVAILABLE FOR SALE , at market 3,049,557
GOODWILL, net of accumulated amortization 5,086,132
------------
$ 16,900,435
============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Bank indebtedness $ 801,790
Trade payables 1,362,314
Accrued expenses 1,007,774
Dividends payable 209,865
------------
TOTAL CURRENT LIABILITIES 3,381,743
------------
LONG TERM DEBT 1,259,436
DEFERRED INCOME TAXES 663,972
MINORITY INTEREST 965,167
PREFERRED STOCK OF SUBSIDIARIES 510,000
REDEEMABLE SERIES A PREFERRED STOCK 456,250
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, authorized 50,000,000 shares,
6,132,528 issued and 370,900 in treasury 6,133
Additional paid in capital 14,178,666
Treasury stock (2,418,211)
Accumulated other comprehensive income (note 6) 976,322
Retained earnings (accumulated deficit) (3,079,043)
------------
TOTAL STOCKHOLDERS' EQUITY 9,663,867
------------
$ 16,900,435
============
See notes to consolidated financial statements
3
CVF CORPORATION AND SUBSIDIARIES
--------------------------------
CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
(UNAUDITED)
-----------
Three months ended June 30, Six months ended June 30,
--------------------------------- ---------------------------------
1998 1997 1998 1997
------------ ------------ ------------ ------------
(Restated) (Restated)
SALES $ 856,611 293,386 $ 1,504,364 $ 555,241
COST OF SALES 452,800 52,282 873,335 137,950
------------ ------------ ------------ ------------
GROSS PROFIT 403,811 241,104 631,029 417,291
------------ ------------ ------------ ------------
EXPENSES:
Selling, general and administrative 1,861,431 751,124 4,701,795 1,569,170
Research and development 0 340 0 11,919
------------ ------------ ------------ ------------
TOTAL EXPENSES 1,861,431 751,464 4,701,795 1,581,089
------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS (1,457,620) (510,360) (4,070,766) (1,163,798)
------------ ------------ ------------ ------------
OTHER INCOME AND (EXPENSES):
Interest income (expense), net 98,042 91,152 388,977 167,263
Other income (expense), net (150,952) (62,061) 107,799 134,838
Income (loss) from equity affiliates (501,236) 205,664 (803,709) 39,884
Gain (loss) on sale of investments 13,968 171,798 386,262 18,332,223
Minority interest 30,296 0 358,324 0
------------ ------------ ------------ ------------
TOTAL OTHER INCOME AND (EXPENSES) (509,882) 406,553 437,653 18,674,208
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (1,967,502) (103,807) (3,633,113) 17,510,410
Provision (benefit) for income taxes (904,586) (605,460) (984,386) 6,689,430
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (1,062,916) $ 501,653 $ (2,648,727) $ 10,820,980
============ ============ ============ ============
NET INCOME (LOSS) PER SHARE - BASIC $ (0.19) $ 0.08 $ (0.46) $ 1.82
============ ============ ============ ============
NET INCOME (LOSS) PER SHARE - DILUTED $ (0.19) $ 0.08 $ (0.46) $ 1.69
============ ============ ============ ============
WEIGHTED SHARES USED IN COMPUTATION - BASIC 5,764,628 5,928,889 5,756,583 5,928,889
============ ============ ============ ============
WEIGHTED SHARES USED IN COMPUTATION - DILUTED 5,764,628 6,395,753 5,756,583 6,395,753
============ ============ ============ ============
See notes to consolidated financial statements.
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CVF CORPORATION AND SUBSIDIARIES
--------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(UNAUDITED)
-----------
Six Months Ended June 30,
---------------------------------
1998 1997
------------ ------------
(Restated)
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss) $ (2,648,727) $ 10,820,980
------------ ------------
Adjustments to reconcile net income (loss) to net cash from operating
activities:
Depreciation and amortization 198,106 140,081
(Income) loss from equity affiliates 803,709 (39,884)
Gain on sale of investments (386,262) (18,332,223)
Deferred tax benefit (115,614) 0
Minority interest in earnings (losses) of subsidiaries (358,324) 0
Changes in operating assets and liabilities (net of acquisitions):
(Increase) decrease in accounts receivable (467,323) 174,554
(Increase) decrease in inventory (257,460) (20,426)
(Increase) decrease in prepaid expenses and other (142,748) (328,677)
(Increase) decrease in income taxes receivable (1,100,000) 0
Increase (decrease) in accounts payable and accrued expenses (33,756) (254,663)
Increase (decrease) in income taxes payable (1,820,598) 2,761,666
------------ ------------
(3,680,270) (15,899,572)
------------ ------------
CASH PROVIDED (USED) IN OPERATING ACTIVITIES (6,328,997) (5,078,592)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (195,089) 0
Investments in and advances to equity affiliates (599,375) (724,189)
Repayments from equity affiliates 42,292 321,200
Purchase of marketable securities (118,118) 0
Proceeds from sale of investments 382,952 19,097,838
------------ ------------
CASH PROVIDED (USED) IN INVESTING ACTIVITIES (487,338) 18,694,849
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (payments) of debt 0 42,615
Decrease in restricted cash 11,829 0
Sale of common stock 360,000 0
Borrowings (payments) of debt to related parties 0 63,135
Purchase of treasury stock (556,162) (1,133,580)
------------ ------------
CASH PROVIDED (USED) IN FINANCING ACTIVITIES (184,333) (1,027,830)
------------ ------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS (283,769) 0
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (7,284,437) 12,588,427
CASH AND CASH EQUIVALENTS - beginning of period 9,931,906 1,895,276
------------ ------------
CASH AND CASH EQUIVALENTS - end of period $ 2,647,469 $ 14,483,703
============ ============
See notes to consolidated financial statements
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CVF CORPORATION AND SUBSIDIARIES
--------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
SIX MONTHS ENDED JUNE 30, 1998
------------------------------
(UNAUDITED)
-----------
1. BASIS OF PRESENTATION
---------------------
The accompanying financial statements are unaudited, but
reflect all adjustments which, in the opinion of management, are
necessary for a fair presentation of financial position and the results
of operations for the interim periods presented. All such adjustments
are of normal and recurring nature. The results of operations for any
interim period are not necessarily indicative of the results attainable
for a full fiscal year.
2. INCOME (LOSS) PER SHARE
-----------------------
Basic earnings (loss) per share is computed by dividing net
income (loss) available to common stockholders by the weighted average
number of common shares outstanding during the period. Diluted earnings
(loss) per share reflects the per share amount that would have resulted
if diluted potential common stock, as prescribed by SFAS 128.
3. INVESTMENTS
-----------
The following table gives certain summarized unaudited
financial information related to the Company's equity basis holdings:
Six Months Ended
June 30,
----------------------------------------
1998 1997
----------------------------------------
Net sales $ 786,824 $ 876,183
Gross profit on sales 89,525 28,208
Income (loss) from continuing operations
(1,635,501) 1,481,996
Net income (loss) (1,635,501) 1,481,996
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4. INTERIM FINANCIAL STATEMENT DISCLOSURES
---------------------------------------
Certain information and footnote disclosures normally included
in financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted from the
accompanying unaudited interim financial statements. Reference is made
to the Company's audited financial statements for the year ended
December 31, 1997 included in the Company's Annual Report on Form
10-KSB/A filed with the Securities and Exchange Commission on April 29,
1998.
5. RESTATEMENT
-----------
The financial statements for the quarter ended June 30, 1997
have been restated to reflect the retroactive adoption of SFAS No. 128,
"Earnings per Share" and for the effect of a change in accounting
previously reported in the Company's Form 10-KSB/A for the year ended
December 31, 1997.
6. COMPREHENSIVE INCOME
--------------------
During the quarter ended March 31, 1998, the Company adopted
SFAS No. 130, "Reporting Comprehensive Income". Statement No. 130
requires the reporting of comprehensive income in addition to net
income from operations. Comprehensive income is a more inclusive
financial reporting methodology that includes disclosures of certain
financial information that historically has not been recognized in the
calculation of net income. Other comprehensive income for the six
months ended June 30, 1998 consisted of $685,040 of unrealized gains
from available for sale securities and a $389,485 in loss on foreign
currency translation totaling to $1,074,525. The amounts for the six
months ended June 30, 1997 consisted of $846,441 of unrealized gains
from available for sale securities and a $277,252 in loss on foreign
currency translation, totaling to $1,123,693.
7. AMALGAMATION OF DANTEC CORPORATION
----------------------------------
Dantec Corporation (Dantec) was created on June 30, 1998 on
the amalgamation of Dantec Electronics Limited, a wholly-owned
subsidiary, with Dantec Systems Corporation, a company in which CVF had
a 41% interest. Dantec is an industrial automation company based in
Waterloo, Ontario that uses proprietary advanced process-control
algorithms to develop, manufacture and market a range of automated
precision moisture-detection, measurement and manufacturing control
systems. CVF Corporation owns, directly and indirectly, 4,845,000
common shares of Dantec, representing 54% of the total outstanding
voting securities of Dantec.
8. SUBSEQUENT EVENT
----------------
In July 1998, CVF Corporation issued 997,230
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shares pursuant to a Canadian public offering at a gross price of U.S.
$5 per share for net cash proceeds of U.S. $4,937,498.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO JUNE
30, 1997:
Sales for the six months ended June 30, 1998 are up 171% or $949,123 to
$1,504,364 as compared to sales of $555,241 for the same period in 1997. This
increase can be attributed to the inclusion of $755,000 in sales, from two new
subsidiaries, Dantec Electronics and Grand Island Marketing. Another subsidiary
Solaria, had a substantial increase in sales of $206,000 over the prior period.
Solaria's growth is due to their electronic controls coming out of the
developmental stage and their successful marketing efforts. CVF Corporation, on
a consolidated basis, has no sales from operations. Sales and gross profit from
sales reflect the operations of the Company's consolidated subsidiaries only.
These subsidiaries include Biorem, Gemprint, Solaria, Dantec Electronics,
Canadian Venture Founders Leasing, Eastview Marketing, Grand Island Marketing
and Grand Island Marketing Two. Entities that are not consolidated include,
Ecoval, Dantec Systems, Mindflight, Petrozyme and TurboSonic. On June 30, 1998
Dantec Electronics and Dantec Systems amalgamated, the amalgamated entity will
be included in consolidation in future periods.
Cost of sales increased by $735,000 or 533%. Dantec Electronics and Grand Island
Marketing, the two new subsidiaries, are responsible for $391,000 of this
increase. Solaria accounted for $286,000 of this increase due to the cost
associated with higher sales volume.
In the first six months of 1998 the Company recorded a net loss of $2,648,727 as
compared to a net profit of $10,820,980 in the comparable period of 1997. The
decline in net profit of $13,469,707 was mainly attributed to the decline in the
gain on sale of investments of $17,945,961. During the first six months of 1997,
the majority of the Certicom shares were sold, creating a pre-tax gain of
$18,332,223. In the first quarters of 1998, the remainder of the Certicom stock
was sold, making up the majority of the $386,262 gain on sale of investments
plus an operating loss of $4,070,766 for the six months ended June 30, 1998
compared to an operating loss of $1,163,798 in 1997. The majority of this change
related to an increase of $3,132,625 in selling, general and administrative
expenses. Of this amount, approximately $604,000 relates to start up costs in
Grand Island Marketing, and $938,000 relates to advertising costs for an
infomercial for Eastview Marketing. Dantec Electronics selling and
administrative expenses included in 1998 were $347,000 but were not a factor in
1997 since Dantec Electronics was not acquired until mid 1997.
9
Interest income increased $221,714 as compared to the same period in 1997,
related to increases in both CVF Corporation and Canadian Venture Founders
Leasing. This is due to higher levels of cash during the first six months of
1998, compared to the prior period, due to dispositions of Certicom stock during
1997.
The minority interest benefit of $358,324 recorded in the first six months of
1998 relates to the 49% minority interest's share of the first six months loss
on the Elements Partnership, of which Grand Island Marketing holds 51%.
The tax provision for the first six months of 1997 was $6,689,430 compared to a
tax benefit of $984,386 in 1998. The high tax provision in 1997 is related to
the gain in the sale of Certicom stock. The tax benefit is the result of being
able to carry the current year loss back to 1997.
LIQUIDITY AND CAPITAL RESOURCES:
At June 30, 1998 stockholders equity was $9,663,867 as compared to $12,063,135
at December 31, 1997. This net decrease of $2,399,268 was primarily attributed
to:
1) The company spending $556,162 on the purchase of 108,000 shares of treasure
stock;
2) The decline of the Canadian dollar which caused the translation adjustment
to decline by $680,285.
3) The net loss of $2,648,727 for the six months ended June 30, 1998.
4) An increase of approximately $521,000 in paid in capital as additional
shares were issued during the first quarter of 1998.
The current ratio of the Company at June 30, 1998 declined to 2.1 to 1 as
compared to 2.3 to 1 at December 31, 1997. This is the result of a decline in
cash of $7,344,975, combined with a decline in income taxes payable of
$1,820,598. The taxes payable at December 31, 1997 were paid during the first
quarter.
The Company experienced a net decrease in cash and cash equivalents of
$7,284,437 at June 30, 1998 compared to an increase in cash of $12,588,427 in
the same period of 1997, which was related to the sale of Certicom shares in
1997. The decline in cash from December 31, 1997 to June 30, 1998 relates to:
payment of bonuses of $500,000 accrued at year end, $1,500,000 invested in Grand
Island Marketing, payment of tax liability of $1,820,598 at year end, the use of
$556,000 to purchase treasury shares during the current year, and increased
selling, general and administrative costs compared to the same period.
On July 13, 1998 the company closed on the public offering filed, by Prospectus,
on July 6, 1998 with Security regulators in all the provinces of Canada (except
Quebec). 997,230 shares were sold in this offering with the Company receiving
net proceeds from the
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underwriter, HSBC James Capel Canada Inc., of U.S. $4,937,498 (Cdn. $7,355,391).
Approximately $715,000 of estimated costs of the offering are yet to be paid out
of the proceeds. Of the remaining proceeds about half would be used to fund the
growth of the CVF Companies in order to enable them to meet their respective
business plans and, in particular, the expansion of the sale and marketing
efforts of the CVF Companies. The other half will be used for the purpose of
strategic mergers and acquisitions of businesses that are directly related to
the existing CVF Companies.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
------------------
None.
Item 2. Changes in Securities.
------------------------------------------
On June 3, 1998 the Company issued 25,570 Common Shares of the
Company to C.A. Misener Enterprises, Inc. in exchange for 720,000 class A shares
in Gemprint. The transaction was exempt under Regulation under the Securities
Act.
On July 31, 1998 the Company completed its public offering filed on
July 6, 1998 with security regulators in all of the provinces of Canada (except
Quebec). 997,230 common shares were sold in this offering, with the Company
receiving net proceeds from the underwriter, HSBC James Capel Canada Inc., of
U.S. $4,937,498 (Cdn. $7,355,391). Approximately U.S. $715,000 (Cdn. $1,051,000)
of estimated issue costs are yet to be paid out of the proceeds. All of the
payments, of issue costs, are direct payments, to others; none are to officers,
directors, ten percent holders or affiliates of the issuer. About half of the
proceeds would be used to fund the growth of CVF Companies in order to enable
them to meet their respective business plans and the other half will be used for
the purpose of strategic mergers and acquisitions of business that are directly
related to the existing CVF Companies. The SEC file number on this prospectus is
333-51757. In addition to the 997,230 common shares sold for the Company, 25,570
common shares were sold for C.A. Misener Enterprises Inc. for US $137,321 (Cdn
$204,560) and 100,000 common shares were sold for Murray Sinclair for US
$537,040 (Cdn $800,000). These two transactions represent the complete sale of
the secondary offering.
Item 3. Defaults Upon Senior Securities.
--------------------------------
None.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
None.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
DATED: August 14, 1998
CVF CORPORATION
By: /s/ Jeffrey Dreben
-------------------------------------
Name: Jeffrey Dreben
Title: Chairman of the Board, President
and Chief Executive Officer
By: /s/ Robert Nally
-------------------------------------
Name: Robert Nally
Title: Secretary and Treasurer
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Item 5. Other Information.
------------------
None.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits.
(3)(i) Articles of Incorporation (Incorporated by reference to
the Company's Form 10SB dated May 29, 1997).
(3)(ii) Bylaws (Incorporated by reference to the Company's
Form 10SB dated May 29, 1997).
(27) Financial Data Schedule.