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, 1999
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.)
916 CENTER STREET
LEWISTON, NEW YORK 14092
(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, 1999, there were 6,720,628 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 TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
CONSOLIDATED BALANCE SHEET
--------------------------
(UNAUDITED)
-----------
June 30,
1999
------------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 1,242,765
Restricted cash 179,606
Trade receivables 3,464,736
Inventory 820,075
Prepaid expenses and other 87,071
Income taxes receivable 1,345,451
------------
TOTAL CURRENT ASSETS 7,139,704
PROPERTY AND EQUIPMENT, net of accumulated depreciation 506,432
HOLDINGS, carried at cost or equity 2,101,863
HOLDINGS AVAILABLE FOR SALE , at market 3,063,056
GOODWILL, net of accumulated amortization 7,506,318
DEFERRED INCOME TAXES 316,062
------------
$ 20,633,435
============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Bank indebtedness $ 326,450
Current portion of long-term debt 292,595
Trade payables 2,593,016
Accrued expenses 1,048,703
Dividends payable on Series A preferred stock 83,140
Dividends payable on subsidiary's shares 236,597
------------
TOTAL CURRENT LIABILITIES 4,580,501
------------
LONG TERM DEBT 609,068
DEFERRED INCOME TAXES 566,102
MINORITY INTEREST 3,798,035
PENSION OBLIGATION 517,003
PREFERRED STOCK OF SUBSIDIARIES 1,166,639
REDEEMABLE SERIES A PREFERRED STOCK 456,250
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value,
authorized 50,000,000 shares,
7,155,328 issued and 434,700 in treasury 7,155
Additional paid in capital 18,951,228
Treasury stock (2,694,997)
Accumulated other comprehensive income 221,827
Retained earnings (accumulated deficit) (7,545,376)
------------
TOTAL STOCKHOLDERS' EQUITY 8,939,837
------------
$ 20,633,435
============
See notes to consolidated financial statements
3
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
(UNAUDITED)
-----------
Three months ended June 30, Six months ended June 30,
1999 1998 1999 1998
---------- ----------- ----------- ------------
SALES $ 4,354,953 $ 856,611 $7,591,123 $1,504,364
COST OF SALES 3,652,253 452,800 6,377,625 873,335
----------- ----------- ----------- -----------
GROSS PROFIT 702,700 403,811 1,213,498 631,029
----------- ----------- ----------- -----------
EXPENSES:
Selling, general and administrative 1,715,323 1,861,431 3,291,028 4,701,795
Research and development 148,476 -- 340,835 --
----------- ----------- ----------- -----------
TOTAL EXPENSES 1,863,799 1,861,431 3,631,863 4,701,795
----------- ----------- ----------- -----------
INCOME (LOSS) FROM OPERATIONS (1,161,099) (1,457,620) (2,418,365) (4,070,766)
----------- ----------- ----------- -----------
OTHER INCOME AND (EXPENSES):
Interest income (expense), net 4,558 98,042 (51,137) 388,977
Other income (expense), net 36,273 (150,952) 65,774 107,799
Income (loss) from equity affiliates (253,718) (501,236) (506,524) (803,709)
Gain (loss) on investments 11,269 13,968 158,022 386,262
Minority interest 43,451 30,296 171,907 358,324
----------- ----------- ----------- -----------
TOTAL OTHER INCOME AND (EXPENSES) (158,167) (509,882) (161,958) 437,653
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (1,319,266) (1,967,502) (2,580,323) (3,633,113)
Provision (benefit) for income taxes (217,210) (904,586) (389,423) (984,386)
----------- ----------- ----------- -----------
NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING PRINCIPLE (1,102,056) (1,062,916) (2,190,900) (2,648,727)
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE NET OF TAX (SEE NOTE 5) (253,154) -- (253,154) --
=========== =========== =========== ===========
NET INCOME (LOSS) $(1,355,210) $(1,062,916) $(2,444,054) $(2,648,727)
=========== =========== =========== ===========
BASIC LOSS PER SHARE
LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE
IN ACCOUNTING PRINCIPLE $ (0.16) $ (0.19) $ (0.32) $ (0.46)
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE (SEE NOTE 5) (0.04) -- (0.04) --
=========== =========== =========== ===========
NET LOSS $ (0.20) $ (0.19) $ (0.36) $ (0.46)
=========== =========== =========== ===========
WEIGHTED SHARES USED IN COMPUTATION - BASIC 6,722,675 5,764,628 6,725,185 5,756,583
=========== =========== =========== ===========
WEIGHTED SHARES USED IN COMPUTATION - DILUTED 6,722,675 5,764,628 6,725,185 5,756,583
=========== =========== =========== ===========
See notes to consolidated financial statements
4
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(UNAUDITED)
-----------
Six Months Ended June 30,
--------------------------
1999 1998
-------- --------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss) $(2,444,054) $(2,648,727)
----------- -----------
Adjustments to reconcile net income (loss) to net
cash from operating activities:
Depreciation and amortization 364,984 198,106
(Income) loss from equity affiliates 506,524 803,709
Gain on sale of investments (158,022) (386,262)
Cumulative effect of change in accounting principle 253,154 --
Deferred tax benefit -- (115,614)
Minority interest in earnings (losses) of subsidiaries 34,732 (358,324)
Decrease in pension obligation (9,041) --
Changes in operating assets and liabilities (net of acquisitions):
(Increase) decrease in accounts receivable (210,805) (467,323)
(Increase) decrease in inventory 1,103 (257,460)
(Increase) decrease in prepaid expenses and other 256,204 (142,748)
(Increase) decrease in income taxes receivable (304,390) (1,100,000)
Increase (decrease) in accounts payable and accrued expenses 140,446 (33,756)
Increase (decrease) in income taxes payable (243,868) (1,820,598)
----------- -----------
631,021 (3,680,270)
----------- -----------
CASH PROVIDED (USED) IN OPERATING ACTIVITIES (1,813,033) (6,328,997)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (26,739) (195,089)
Investments in and advances to equity affiliates (943,237) (599,375)
Repayments from equity affiliates -- 42,292
Purchase of holdings available for sale (471,000) (118,118)
Aquisitions, net of cash acquired (206,639) --
Proceeds from sale of investments 228,730 382,952
Proceeds from sale of marketable securities 250,244 --
----------- -----------
CASH PROVIDED (USED) IN INVESTING ACTIVITIES (1,168,641) (487,338)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (payments) of debt 110,403 --
Decrease in restricted cash (3,020) 11,829
Sale of common stock -- 360,000
Purchase of treasury stock (32,965) (556,162)
----------- -----------
CASH PROVIDED (USED) IN FINANCING ACTIVITIES 74,418 (184,333)
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS (147,156) (283,769)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,054,412) (7,284,437)
CASH AND CASH EQUIVALENTS - beginning of period 4,297,177 9,931,906
----------- -----------
CASH AND CASH EQUIVALENTS - end of period $ 1,242,765 $ 2,647,469
=========== ===========
See notes to consolidated financial statements
5
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
STATEMENT OF COMPREHENSIVE INCOME
---------------------------------
(UNAUDITED)
-----------
Three months ended June 30, Six months ended June 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
Net income (loss) $(1,355,210) $(1,062,916) $(2,444,054) $(2,648,727)
----------- ----------- ----------- -----------
Other comprehensive income, net of tax:
Foreign currency translation adjustments 102,437 120,349 156,531 359,423
Unrealized holding gains:
Unrealized holding gains arising during
period. Unrealized holding gains are net of
tax expense of $170,917 and $257,893 for the
three months ended June 30, 1999 and 1998
respectively and $371,440 and $456,693 for
the six months ended June 30, 1999 and 1998
respectively. 331,781 386,840 721,031 685,040
Reclassification adjustments for previously recognized
unrealized holding gains (net of tax
(benefit) of $(164,671) in 1998) -- -- -- (305,818)
----------- ----------- ----------- -----------
Net unrealized holding gains 331,781 386,840 721,031 379,222
----------- ----------- ----------- -----------
Total other comprehensive income (loss) 434,218 507,189 877,562 738,645
----------- ----------- ----------- -----------
Comprehensive income (loss) during period $ (920,992) $ (555,727) $(1,566,492) $(1,910,082)
=========== =========== =========== ===========
See notes to consolidated financial statements
6
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 1999
(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 had been converted to 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,
------------------------------------------
1999 1998
------------------------------------------
Net sales $ 602,659 $ 786,824
Gross profit on sales 129,421 89,525
Income (loss) from continuing operations
(1,219,431) (1,635,501)
Net income (loss) (1,219,431) (1,635,501)
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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, 1998 included in the Company's Annual Report on Form
10-KSB filed with the Securities and Exchange Commission on March 31,
1999.
5. ADOPTION OF ACCOUNTING STANDARD
-------------------------------
During the quarter ended June 30, 1999, the Company adopted
Statement of Position 98-5 (issued by the Accounting Standards
Executive Committee of The American Institute of Certified Public
Accountants), "Reporting on the costs of start-up activities"
prescribing that start-up costs should be expensed as incurred. A
charge of $253,154 net of tax was recorded in the quarter ended June
30, 1999.
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, 1999 consisted of a $721,031 increase in
unrealized gains from available for sale securities and a $156,531 gain
on foreign currency translation totaling to $877,562. The amounts for
the six months ended June 30, 1998 consisted of $685,040 of unrealized
gains from available for sale securities and a $359,423 in loss on
foreign currency translation totaling to $1,044,463.
6. INCREASE OF INTEREST IN ELEMENTS PARTNERSHIP
--------------------------------------------
On April 1, 1999 Grand Island Marketing Inc., a wholly owned
subsidiary of the Company, increased its economic interest in its
Elements partnership by an additional 10% through conversion of
promissory notes of Cdn $350,000 (US $231,980). This transaction was
accounted for substantially as an increase in goodwill and minority
interest. After giving effect to the above transaction the voting
interest of Grand Island remains at 69% and the economic interest
increases to 61%.
7. SEGMENTED INFORMATION
---------------------
In June 1997, The Financial Accounting Standards Board issued
Statement No. 131, Disclosures about Segments of an Enterprise and
Related Information, which was adopted by the Company for the year
ended December 31, 1998. Under the new
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requirements, financial information about operating segments is
reported on the basis that is used internally by the Company for
evaluating operating segments and resource allocation decisions.
The Company has three reportable segments: information
technology, environmental products and services and general corporate.
The Company's information technology segment consists of three
companies that develop and sell electronic motor controllers, advanced
process control systems and precious gem identification services to
manufacturers, wholesale distributors and retailers. One of the
companies in this sector business is very seasonal with typically 70%
or more of the revenues generated in the last half of the year. The
Company's environmental products and services segment has two operating
companies. One develops bioremediation methods to clean soil, air and
water which are marketed to heavy industrial manufacturers and
municipalities. The other company is in the retail selling of natural
products. The Company's general corporate segment includes three
companies (two in 1998) which hold various entities, and provide
funding to the holdings. This segment's profits arise from interest
income and gains on sales of its various holdings.
There are no intersegment sales, transfers or profit or loss.
Industry Segments for the Six Months Ended June 30, 1999 and 1998
Information Environmental General Total
Technology Products and Corporate -----
------------ Services ---------
--------
1999
----
Sales 6,919,649 671,474 -- 7,591,123
(Loss) from operations (988,540) (381,029) (1,048,796) (2,418,365)
Other income (expense) 144,989 44,639 (351,586) (161,958)
(Loss) before Income
taxes and cumulative
effect of a change in
accounting principle
(843,551) (336,390) (1,400,382) (2,580,323)
1998
----
Sales 1,230,549 273,815 - 1,504,364
(Loss) from operations (1,016,317) (1,836,461) (1,217,988) (4,070,766)
Other income (expense) (58,257) (8,047) 503,957 437,653
(Loss) before
Income taxes (1,074,574) (1,844,508) (714,031) (3,633,113)
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
---------------------------------------------------------
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 1998:
Consolidated sales of CVF Technologies Corporation ("CVF" or the "Company") for
the three months ended June 30, 1999 amounted to $4,354,953, representing an
increase of $3,498,342 (408%) compared to sales of $856,611 for the same period
in 1998. CVF, on a stand-alone basis, has no sales from operations. Sales and
gross profit from sales reflect the operations of CVF's consolidated
subsidiaries only. These subsidiaries include Biorem Technologies Inc.
("Biorem"), Gemprint(TM) Corporation ("Gemprint(TM)"), Solaria Research
Enterprises Ltd. ("Solaria"), Dantec Corporation ("Dantec"), Canadian Venture
Founders Leasing Corporation, Eastview Marketing One LLC, Grand Island Marketing
Inc. ("Elements") and Grand Island Marketing Two LLC. Investee companies in
which CVF has less than 51% ownership are not included in the consolidation.
These companies include Ecoval Inc., RDM Corporation, Petrozyme Technologies,
Inc., and TurboSonic, Inc.
During the second quarter of 1999 Solaria continued full production on a joint
venture contract (which began in the third quarter of 1998) with a major
original equipment manufacturer. This resulted in Solaria's sales for the second
quarter of 1999 increasing by $3,121,064(1,038%) over the same period in 1998.
This sales growth should continue throughout 1999 as the joint venture will be
active for the entire year. Elements, Dantec and Biorem collectively had a
$392,545 (78%) increase in sales in the second quarter of the 1999 period
compared to the 1998 period due to Elements 2 stores being opened for the
entire 1999 period, the amalgamation of Dantec which occurred on June 30, 1998
(combining Dantec Electronics and Dantec Systems) and Biorem's accelerating
new business in biofilter sales.
CVF's gross profit increased by $298,889 (74%) but as a percentage of sales
declined from 47.1% in the second quarter of 1998 to 16.1% for the same period
in 1999. This decrease is mainly due to Solaria reducing its usual gross profit
on the joint venture contract referred to above in order to increase market
share. Solaria plans to increase its margins on future contracts. Biorem's gross
profit increased by $111,128 compared to the second quarter of 1998 due to the
sales increase. Dantec's gross profit increased by $81,361 over the second
quarter of 1998 due to the sales increase.
Selling, general and administrative expenses on a consolidated basis amounted to
$1,715,323 for the second quarter of 1999. This represents a decrease of
$146,108 or 8% compared to the second quarter of 1998. The high selling, general
and administrative costs incurred in 1998 were mainly due to advertising costs
for an infomercial for Eastview Marketing in the amount of $172,941. This was
offset somewhat by higher costs at Dantec, Biorem and Elements due to the sales
increases. In addition, management continues to undertake a concerted effort to
effect an overall reduction in administrative costs.
Research and development expenses for the second quarter of 1999 were $148,476
with no corresponding costs for 1998. Gemprint(TM), Dantec and Solaria all have
ongoing new product development and product enhancement projects moving forward.
Net interest income (expense) decreased from interest income of $98,042 for the
second quarter of 1998 to interest income of $4,558 for the same period in 1999.
Investment of large cash balances gave rise to the substantially higher interest
income in the second quarter of 1998.
A tax benefit of $217,210 was booked for the three months ended June 30, 1999.
This is the result of being able to carry current losses back to 1997 when the
Company made significant gains on the sale of shares of one of its investments.
The tax benefit is based on losses incurred by the consolidated US entities
being carried back. Losses incurred by Canadian subsidiaries are not available
to recover US taxes paid but will be utilized when each such entity has taxable
income in Canada.
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The cumulative effect of a change in accounting principle for the three months
ended June 30, 1999, reflects a charge of $253,154 net of tax, for the write
off of previously capitalized start-up costs. The Accounting Standards
Executive Committee (AcSEC) issued Statement of Position (SOP) 98-5, which is
effective for fiscal years commencing after December 15, 1998. SOP 98-5,
"Reporting on the Costs of Start-up Activities", prescribes that start-up costs
should be expensed as incurred. The SOP states that its adoption should be
reported as a cumulative effect of a change in accounting principle.
As a result of the operations described above, for the three months ended June
30, 1999 the Company recorded a net loss of $1,355,210 as compared to a net loss
of $1,062,916 in the corresponding period of 1998.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE
SIX MONTHS ENDED JUNE 30, 1998:
Consolidated sales of CVF for the six months ended June 30, 1999 amounted to
$7,591,123, representing an increase of $6,086,759 (405%) compared to sales of
$1,504,364 for the same period in 1998.
During the first half of 1999 Solaria continued full production on a joint
venture contract (which began in the third quarter of 1998) with a major
original equipment manufacturer. This resulted in Solaria's sales for the first
six months of 1999 increasing by $5,482,653 (882%) over the same period in
1998. This sales growth should continue throughout 1999 as the joint venture
will be active for the entire year. Elements, Dantec and Biorem collectively
had a $592,768 (74%) increase in sales in the first six months of 1999
compared to the 1998 period due to Elements 2 stores being opened for the
entire 1999 period, the amalgamation of Dantec which occurred on June 30, 1998
(combining Dantec Electronics and Dantec Systems) and Biorem's accelerating new
business in biofilter sales.
CVF's gross profit as a percentage of sales declined from 41.9% in the first six
months of 1998 to 16.0% for the same period in 1999. This decrease is mainly due
to Solaria reducing its usual gross profit on the joint venture contract
referred to above in order to increase market share. Solaria plans to increase
its margins on future contracts. Biorem's gross profit increased by $149,148
compared to the first six months of 1998 due to the sales increase.
Selling, general and administrative expenses on a consolidated basis amounted to
$3,291,028 for the first six months of 1999. This represents a decrease of
$1,410,767 or 30% compared to the first six months of 1998. The higher selling,
general and administrative costs incurred in 1998 were mainly due to advertising
costs for an infomercial for Eastview Marketing in the amount of $938,000 and
start up costs of $604,224 incurred by Elements. In addition, management
continues to undertake a concerted effort to effect an overall reduction in
administrative costs.
Research and development expenses for the six months ended June 30, 1999 were
$340,835 with no corresponding costs for 1998. Gemprint(TM), Dantec and Solaria
all have ongoing new product development and product enhancement projects moving
forward.
Net interest income (expense) decreased from interest income of $388,977 for the
six months ended June 30, 1998 to interest expense of $51,137 for the same
period in 1999. Investment of large cash balances during the first six months
of 1998 gave rise to the 1998 interest income.
A tax benefit of $389,423 was booked for the six months ended June 30, 1999.
This is the result of being able to carry current losses back to 1997 when the
Company made significant gains on the sale of shares of one of its investments.
The tax benefit is based on losses incurred by the consolidated US entities
being carried back. Losses incurred by Canadian subsidiaries are not available
to recover US taxes paid but will be utilized when each such entity has taxable
income in Canada.
The cumulative effect of a change in accounting principle for the six months
ended June 30, 1999, reflects a charge of $253,154 net of tax, for the write off
of previously capitalized start-up costs. The Accounting Standards Executive
Committee (AcSEC) issued Statement of Position (SOP) 98-5, which is effective
for fiscal years commencing after December 15, 1998. SOP 98-5, "Reporting on the
Costs of Start-up Activities", prescribes that start-up costs should be expensed
as incurred. The SOP states that its adoption should be reported as a cumulative
effect of a change in accounting principle.
11
As a result of the operations described above, in the first six months of 1999
the Company recorded a net loss of $2,444,054 as compared to a net loss of
$2,648,727 in the corresponding period of 1998.
LIQUIDITY AND CAPITAL RESOURCES:
At June 30, 1999, stockholders' equity was $8,939,837 as compared to $10,539,132
at December 31, 1998. This net decrease of $1,599,295 is primarily attributable
to the net loss of $2,444,054 for the six months ended June 30, 1999 which was
partially offset by an unrealized gain of $721,034 on investment holdings which
was recognized in the same period.
The current ratio of the Company at June 30, 1999 is 1.6 to 1. Although the
current ratio declined from 2.3 to 1 at December 31, 1998 it still remains
strong. This decline in the current ratio is attributable to the use of cash and
cash equivalents to fund ongoing operations (including costs incurred for
operating the company and investments into the subsidiaries) during the first
six months of 1999.
As it did in 1998, CVF plans to raise additional funds through either private
placements or public offerings. The money raised will be used to acquire
additional positions in its existing companies or to acquire companies that are
synergistic to the current portfolio. Also as the CVF investee companies
mature, CVF will endeavor to assist them in obtaining financing in order to
position them for future growth.
IMPACT OF YEAR 2000 COMPLIANCE
The Year 2000 problem, which is a pervasive issue throughout the industrial,
financial and service sectors, arises because most computer software was
originally created with a two digit date code and would read "00," "01," etc. as
meaning 1900, 1901, etc. not 2000, 2001, etc. The Company has completed the
upgrade of its software and computer systems to make them Year 2000 ("Y2K")
compliant. The cost of this upgrade was approximately $20,000, including
software and hardware. The Company's management has surveyed its subsidiary
companies and, based upon their responses, does not expect any major malfunction
in their internal systems.
Company management has reviewed potential Y2K problems, especially related to
third party suppliers and providers of services over which the Company has no
control. CVF and its subsidiaries have done an extensive review of their
external third party suppliers. All financial institutions with which CVF does
business with have responded that they are either now Y2K compliant or will be
by December 31, 1999. Also all major suppliers and customers have given
assurances that they will be Y2K compliant. While there can be no assurances
that there will be no material, adverse consequences, the Company believes that
there will be no material cost incurred to become Y2K compliant and does not
consider contingency plans to deal with Y2K to be necessary.
FORWARD LOOKING STATEMENTS
The Company 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
12
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 Canada;
- - the Company's ability to find additional suitable investments and the
ability of those investments to generate an acceptable return on
invested capital;
- - the uncertainties and risks involved in investing in early-stage
development companies which can arise because of the lack of a customer
base, lack of name recognition and credibility, the need to bring in
experienced management and the need to develop and refine the business
and its operations, among other reasons;
- - because many of the businesses that the Company may invest in are
developing products that require significant additional development,
testing and financial support prior to commercialization, the
likelihood that such products can be successfully developed, produced
in commercial quantities at reasonable costs and successfully marketed,
including, without limitation, the expense, difficulty and delay
frequently encountered in connection with the development of new
technology and the highly competitive environment of the technology
industry;
- - the ability of the Company to assist its investee companies in
obtaining additional capital, either from the Company's own resources
or other participants, so as to permit these companies to grow;
- - the ability of the Company and its investee companies to attract and
retain qualified management and technical personnel;
- - with respect to certain of the Company's investee companies that
provide environmental and other highly regulated products and services,
the risk of the enactment of new laws and regulations or amendment of
existing laws and regulations that adversely affect the business
operations and prospects of these companies; and
- - various other factors referenced in this Quarterly Report on 10-QSB.
The Company will not update any forward-looking information to reflect actual
results or changes in the factors affecting the forward-looking information.
13
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(11) Statement re computation of per share earnings
(27) Financial Data Schedule
14
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 13, 1999
CVF TECHNOLOGIES CORPORATION
By: /s/ Jeffrey Dreben
-----------------------------------
Name: Jeffrey Dreben
Title: Chairman of the Board, President
and Chief Executive Officer
By: /s/ Robert L. Miller
-----------------------------------
Name: Robert L. Miller
Title: Chief Financial Officer
15
EXHIBIT INDEX
(11) Statement re computation of per share earnings
(27) Financial Data Schedule