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 SEPTEMBER 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 November 12, 1999, there were 6,720,128 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)
-----------
September 30, December 31,
1999 1998
---------------------- ----------------------
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 1,035,300 $ 4,297,177
Restricted cash 181,785 169,945
Marketable securities, at market 0 101,522
Trade receivables 2,704,914 3,129,862
Inventory 765,209 790,467
Prepaid expenses and other 73,158 333,262
Income taxes receivable 738,637 998,750
------------ ------------
TOTAL CURRENT ASSETS 5,499,003 9,820,985
PROPERTY AND EQUIPMENT, net of accumulated depreciation 481,043 517,444
HOLDINGS, carried at cost or equity 2,261,803 1,777,744
HOLDINGS AVAILABLE FOR SALE , at market 2,731,111 1,332,538
GOODWILL, net of accumulated amortization 7,376,822 7,691,584
Deferred income taxes 300,920 215,101
------------ ------------
$ 18,650,702 $ 21,355,396
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Bank indebtedness $ 327,294 $ 130,098
Current portion of long-term debt 293,586 281,648
Trade payables 1,751,458 2,525,737
Accrued expenses 1,400,356 876,958
Dividends payable on Series A preferred stock 89,125 69,434
Dividends payable on subsidiary's shares 250,171 203,239
Income taxes payable 0 238,570
------------ ------------
TOTAL CURRENT LIABILITIES 4,111,990 4,325,684
------------ ------------
LONG TERM DEBT 574,388 662,928
DEFERRED INCOME TAXES 431,091 119,826
MINORITY INTEREST 3,809,065 3,622,122
PENSION OBLIGATION 513,921 506,463
PREFERRED STOCK OF SUBSIDIARIES 1,170,591 1,122,991
REDEEMABLE SERIES A PREFERRED STOCK 456,250 456,250
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, authorized 50,000,000 shares,
7,155,328 issued and 434,700 in treasury 7,155 7,155
Additional paid in capital 18,951,228 18,951,228
Treasury stock (2,694,997) (2,662,194)
Accumulated other comprehensive income (30,780) (655,736)
Retained earnings (accumulated deficit) (8,649,200) (5,101,321)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 7,583,406 10,539,132
------------ ------------
$ 18,650,702 $ 21,355,396
============ ============
See notes to consolidated financial statements
3
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
(UNAUDITED)
-----------
Three months ended September 30, Nine months ended September 30,
1999 1998 1999 1998
------------ ------------ ------------ ------------
SALES $ 4,306,856 $ 2,510,404 $ 11,897,979 $ 4,014,768
COST OF SALES 3,706,873 1,487,456 10,084,498 2,360,791
------------ ------------ ------------ ------------
GROSS PROFIT 599,983 1,022,948 1,813,481 1,653,977
------------ ------------ ------------ ------------
EXPENSES:
Selling, general and administrative 1,466,089 1,440,933 4,757,117 6,142,728
Research and development 175,176 264,683 516,011 264,683
------------ ------------ ------------ ------------
TOTAL EXPENSES 1,641,265 1,705,616 5,273,128 6,407,411
------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS (1,041,282) (682,668) (3,459,647) (4,753,434)
------------ ------------ ------------ ------------
OTHER INCOME AND (EXPENSES):
Interest income (expense), net (33,872) 160,470 (85,009) 549,447
Other income (expense), net 28,867 322,416 94,641 430,215
Income (loss) from equity affiliates (238,581) (584,585) (745,105) (1,388,294)
Gain (loss) on investments 188 (69,944) 158,210 316,318
Minority interest 2,017 67,365 173,924 425,689
------------ ------------ ------------ ------------
TOTAL OTHER INCOME AND (EXPENSES) (241,381) (104,278) (403,339) 333,375
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (1,282,663) (786,946) (3,862,986) (4,420,059)
Provision (benefit) for income taxes (178,839) (35,206) (568,262) (1,019,592)
------------ ------------ ------------ ------------
NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT
OF A CHANGE IN ACCOUNTING PRINCIPLE (1,103,824) (751,740) (3,294,724) (3,400,467)
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE NET OF TAX -- -- (253,154) --
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (1,103,824) $ (751,740) $ (3,547,878) $ (3,400,467)
============ ============ ============ ============
BASIC LOSS PER SHARE
LOSS BEFORE CUMULATIVE EFFECT OF A CHANGE
IN ACCOUNTING PRINCIPLE $ (0.17) $ (0.11) $ (0.49) $ (0.57)
CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING
PRINCIPLE -- -- (0.04) --
------------ ------------ ------------ ------------
NET LOSS $ (0.17) $ (0.11) $ (0.53) $ (0.57)
============ ============ ============ ============
WEIGHTED SHARES USED IN COMPUTATION - BASIC 6,720,628 6,598,287 6,723,649 6,040,234
============ ============ ============ ============
WEIGHTED SHARES USED IN COMPUTATION - DILUTED 6,720,628 6,598,287 6,723,649 6,040,234
============ ============ ============ ============
See notes to consolidated financial statements
4
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
(UNAUDITED)
-----------
Nine Months Ended September 30,
---------------------------------
1999 1998
----------- -----------
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss) $(3,547,878) $(3,400,467)
----------- -----------
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization 541,645 339,655
(Income) loss from equity affiliates 745,105 1,388,294
Gain on sale of investments (158,210) (316,318)
Cumulative effect of change in accounting principle 253,154 --
Deferred tax benefit -- (78,406)
Minority interest in earnings (losses) of subsidiaries 32,961 (425,689)
Decrease in pension obligation (13,820) --
Changes in operating assets and liabilities (net of acquisitions):
(Increase) decrease in accounts receivable 550,083 (1,747,241)
(Increase) decrease in inventory 57,970 (197,847)
(Increase) decrease in prepaid expenses and other 270,526 (170,943)
(Increase) decrease in income taxes receivable 298,363 (927,992)
Increase (decrease) in accounts payable and accrued expenses (336,567) (58,199)
Increase (decrease) in income taxes payable (244,214) (1,820,598)
----------- -----------
1,996,996 (4,015,284)
----------- -----------
CASH PROVIDED (USED) IN OPERATING ACTIVITIES (1,550,882) (7,415,751)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (35,631) (232,855)
Investments in and advances to equity affiliates (1,348,697) (555,287)
Repayments from equity affiliates -- 227,515
Purchase of marketable securities (471,561) (467,390)
Aquisitions, net of cash acquired (206,885) (978,608)
Proceeds from sale of investments 479,544 329,797
----------- -----------
CASH PROVIDED (USED) IN INVESTING ACTIVITIES (1,583,230) (1,676,828)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (payments) of debt 74,030 424,204
Decrease in restricted cash (4,574) (34,856)
Sale of common stock -- 5,137,825
Borrowings (payments) of debt to related parties -- 1,011,184
Purchase of treasury stock (33,004) (737,191)
----------- -----------
CASH PROVIDED (USED) IN FINANCING ACTIVITIES 36,452 5,801,166
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS (164,217) (665,438)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,261,877) (3,956,851)
CASH AND CASH EQUIVALENTS - beginning of period 4,297,177 9,931,906
----------- -----------
CASH AND CASH EQUIVALENTS - end of period $ 1,035,300 $ 5,975,055
=========== ===========
See notes to consolidated financial statements
5
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
STATEMENT OF COMPREHENSIVE INCOME
---------------------------------
(UNAUDITED)
-----------
Three months ended Nine months ended
September 30, September 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
Net income (loss) $(1,103,824) $ (751,740) $(3,547,878) $(3,400,467)
----------- ----------- ----------- -----------
Other comprehensive income, net of tax:
Foreign currency translation adjustments (49,621) 244,598 106,910 604,021
Unrealized holding gains:
Unrealized holding gains arising during period (see note below) (202,983) (735,631) 518,048 (50,591)
Reclassification adjustments for previously recognized unrealized
holding gains (net of tax (benefit) of $(164,671) in 1998) -- -- -- (305,818)
----------- ----------- ----------- -----------
Net unrealized holding gains (202,983) (735,631) 518,048 (356,409)
----------- ----------- ----------- -----------
Total other comprehensive income (loss) (252,604) (491,033) 624,958 247,612
----------- ----------- ----------- -----------
Comprehensive income (loss) during period $(1,356,428) $(1,242,773) $(2,922,920) $(3,152,855)
=========== =========== =========== ===========
Note:Unrealized holding gains are net of tax expense
(benefit) of ($135,322) and ($378,961) for the three
months ended September 30, 1999 and 1998 respectively
and $339,129 and ($26,062) for the nine months ended
September 30, 1999 and 1998 respectively.
See notes to consolidated financial statements
6
CVF TECHNOLOGIES CORPORATION AND SUBSIDIARIES
---------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
NINE MONTHS ENDED SEPTEMBER 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:
Nine Months Ended
September 30,
---------------------------------------
1999 1998
---------------------------------------
Net sales $ 616,595 $ 1,018,184
Gross profit on sales 133,916 99,709
Income (loss) from continuing operations (1,546,534) (2,341,506)
Net income (loss) (1,546,534) (2,341,506)
7
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 nine
months ended September 30, 1999 consisted of a $518,048 increase in
unrealized gains from available for sale securities and a $106,910 gain
on foreign currency translation totaling to $624,958. The amounts for
the nine months ended September 30, 1998 consisted of $50,591 of
unrealized loss from available for sale securities and a $604,021 in
loss on foreign currency translation totaling to $553,430.
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
8
adopted by the Company for the year ended December 31, 1998. Under the
new 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 Nine Months Ended September 30, 1999 and 1998
Environmental
Information Products and General
Technology Services Corporate Total
---------- ------------ --------- --------
1999
- ----
Sales 10,980,082 917,897 -- 11,897,979
(Loss) from operations (1,223,911) (721,245) (1,514,491) (3,459,647)
Other income (expense) 112,416 66,793 (582,548) (403,339)
(Loss) before Income
taxes and cumulative
effect of a change in
accounting principle (1,111,495) (654,452) (2,097,039) (3,862,986)
1998
- ----
Sales 3,482,068 532,700 -- 4,014,768
(Loss) from operations (1,096,634) (1,975,758) (1,757,471) (4,829,863)
Other income (expense) 475,735 (25,342) (390,623) 59,770
(Loss) before
Income taxes (620,899) (2,001,100) (2,148,094) (4,770,093)
9
8. OPTIONS TO ACQUIRE SHARES
-------------------------
During the third quarter of 1999 CVF Technologies Corporation and USA
Global Link, Inc. agreed to the exchange of options for the purchase of
each others common stock. The options were granted as a replacement of
the merger agreement, dated June 28, 1999 between the two companies
which is no longer in effect.
9. SUBSEQUENT EVENT
----------------
In October 1999 CVF Technologies Corporation issued 350,000 shares of a
new class of convertible preferred shares and warrants to acquire
common stock for net cash proceeds of $3,090,000 in a private
placement.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO
THE THREE MONTHS ENDED SEPTEMBER 30, 1998:
Consolidated sales of CVF Technologies Corporation ("CVF" or the "Company") for
the three months ended September 30, 1999 amounted to $4,306,856, representing
an increase of $1,796,452 (72%) compared to sales of $2,510,404 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 consist of Biorem Technologies Inc.
("Biorem"), GemprintTM Corporation ("GemprintTM"), 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 RDM
Corporation and TurboSonic Technologies Inc. in which CVF has less than 20%
ownership are not included in the consolidation. Profit and loss only are
consolidated (Equity method) for companies where CVF holds 20% to 50%
ownership. These companies are Ecoval Inc. and Petrozyme Technologies Inc.
During the third 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 third
quarter of 1999 increasing by $2,053,985 (145%) over the same period in 1998.
This sales growth should continue throughout 1999 as the joint venture will be
active for the entire year. Dantec's sales decreased by $243,066 (30%) during
the third quarter of 1999 compared to the same period in 1998 due to a slowdown
in the farm economy.
CVF's gross profit decreased by $422,965 (41%) and as a percentage of sales
declined from 40.7% in the third quarter of 1998 to 13.9% 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. Also, Dantec's gross
profit decreased by $246,256 over the third quarter of 1998 due to the sales
decrease.
Selling, general and administrative expenses on a consolidated basis amounted to
$1,466,089 for the third quarter of 1999. This represents an increase of $25,156
or 2% compared to the third quarter of 1998. Management continues to undertake a
concerted effort to effect an overall reduction in administrative costs.
Research and development expenses for the third quarter of 1999 were $175,176
compared to $264,683 in the 1998 period. This decrease was due to Solaria's
expenses being higher in the 1998 period by $74,229 in order to develop new
electric controllers even though the 1999 period included increasing
expenditures in anticipation of a new product launch. In addition GemprintTM,
Dantec, Biorem, Petrozyme and Ecoval also all have ongoing new product
development and product enhancement projects moving forward.
Net interest income (expense) decreased from interest income of $160,470 for the
third quarter of 1998 to interest expense of $33,872 for the same period in
1999. Investment of large cash balances during the 1998 third quarter gave rise
to the substantially higher interest income in 1998.
A tax benefit of $178,839 was booked for the three months ended September 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.
As a result of the operations described above, for the three months ended
September 30, 1999 the Company recorded a net loss of $1,103,824 as compared to
a net loss of $751,740 in the corresponding period of 1998.
11
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 1998:
Consolidated sales of CVF for the nine months ended September 30, 1999 amounted
to $11,897,979 representing an increase of $7,883,211 (196%) compared to sales
of $4,014,768 for the same period in 1998.
During the first nine months 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
nine months of 1999 increasing by $7,536,637 (370%) 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 had a $235,431 (55%) increase in
sales in the first nine months of 1999 period due to 2 stores being open for the
entire period which operated for only a portion of the 1998 period (a third
store was opened in August, 1999). Biorem enjoyed a $149,766 (144%) increase in
sales compared to the same period in 1998 due to accelerating new business in
biofilter sales.
CVF's gross profit as a percentage of sales declined from 40.7% in the first
nine months of 1998 to 13.9% 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
$57,973 compared to the first nine months of 1998 due to the sales increase.
Selling, general and administrative expenses on a consolidated basis amounted to
$4,757,117 for the first nine months of 1999. This represents a decrease of
$1,385,611 or 23% compared to the first nine 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 nine months ended September 30, 1999
were $516,011 compared to $264,683 for the 1998 period. GemprintTM, Dantec,
Solaria, Petroyme and Ecoval all have ongoing new product development and
product enhancement projects moving forward.
Net interest income (expense) decreased from interest income of $549,447 for the
nine months ended September 30, 1998 to interest expense of $85,009 for the same
period in 1999. Investment of large cash balances during the 1998 first nine
months gave rise to the higher interest income in 1998.
A tax benefit of $568,262 was booked for the nine months ended September 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.
Cumulative effect of a change in accounting principle for the nine months ended
September 30, 1999, reflects a charge of $253,154 net of tax, for the write off
of previously recorded 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, in the first nine months of 1999
the Company recorded a net loss of $3,547,878 as compared to a net loss of
$3,400,467 in the corresponding period of 1998.
12
LIQUIDITY AND CAPITAL RESOURCES:
At September 30, 1999, stockholders' equity was $7,583,406 as compared to
$10,539,132 at December 31, 1998. This net decrease of $2,955,726 is primarily
attributable to the net loss of $3,547,878 for the nine months ended September
30, 1999 which was partially offset by an unrealized gain of $518,048 on
investment holdings which was recognized in the same period.
The current ratio of the Company at September 30, 1999 is 1.3 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 during the first nine months of
1999.
As it did in 1998, CVF plans to raise additional funds through either private
placement or public offering in order to further augment the growth of its
companies. 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.
On October 8, 1999 CVF sold 350,000 shares of newly authorized Class B
Convertible Preferred Stock plus warrants to acquire Common Stock in a private
offering. The net proceeds of the offering of $3,090,000 will be used to
acquire additional positions in CVF's existing investees and for new
investments.
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.
13
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 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.
14
PART II - OTHER INFORMATION
Item 2. Changes in Securities
(b) On October 8, 1999, CVG issued 350,000 shares of newly
created Series B 6% Convertible Preferred Stock (the "Series B
Preferred"). By its terms, the Series B Preferred is senior to each
other class of CVF's capital stock, including CVF's Common Stock and
has a preference on dividends and on liquidation. In addition, the
holders of the Series B Preferred have the right to vote as a class
on certain matters, including any action that would change the rights
and preferences of the Series B Preferred and any action that would
create a new class or series of capital stock having a preference
over the Series B Preferred or increase the authorized number of
Series B Preferred.
(c) On October 8, 1999, CVF sold 350,000 shares of Series B 6%
Convertible Preferred Stock ("Series B Preferred") and 215,384
warrants to acquire common stock ("Warrants") for aggregate
consideration of $3.5 million to The Shaar Fund Ltd. Net proceeds of
the sale to CVF following payment of broker's fees and expenses was
approximately $3.09 million. The transaction was a private offering
exempt from registration under Section 4(2) of the Securities Act of
1933, as amended. The terms of conversion of the Series B Preferred
are as follows. At the option of the holder, the Series B Preferred
may be converted at any time following 6 months but prior to 9 months
following the issue date at the conversion price equal to 85% of
the market price of the Common Stock, at any time following 9 months
but prior to 12 months after the issue date at a conversion price
equal to 82.5% of the market price of the Common Stock, at any time
following 12 months but prior to 15 months after the issue date at a
conversion price equal to 80% of the market price of the Common
Stock, and at any time following 15 months after the issue date at a
conversion price equal to 78% of the market price of the Common
Stock. If for any reason the Common Stock is delisted from The
American Stock Exchange the conversion price will be equal to 50% of
the market price of the Common Stock. As used in the preceding
sentence, "market price" means the arithmatic mean of the closing
sale prices of the Common Stock as reported on The American Stock
Exchange for the 10 trading days immediately preceding the conversion
date. At any time that the market price for the Common Stock is below
$3.00 per share, the convertibility of the Series B Preferred is
subject to certain limitations. The terms of conversion of the
Warrants are as follows. The Warrants are exercisable for shares of
Common Stock at a purchase price per share equal to 110% of the
market price of the Common Stock and are exercisable at any time
prior to October 8, 2002. As used in the preceding sentence, "market
price" means the average of the closing prices of the Common Stock as
reported on The American Stock Exchange for the five trading days
immediately preceding the issue date of the Warrants.
Item 4. Submission of Matters to Vote of Security Holders.
On July 22, 1999, CVF held its Annual Meeting of Stockholders. The
only matter voted upon at the Annual Meeting was the election of four (4)
directors, Jeffrey Dreben, Robert Nally, George Khouri and Robert Glazier. The
results of the voting were as follows: 4,476,780 shares were voted in favor of
the election of Jeffrey Dreben and George Khouri and no votes were withheld,
4,476,545 shares were voted in favor of Robert Glazier and 235 shares were
withheld, and 4,276,136 shares were voted in favor of Robert Nally and 200,644
shares were withheld. All four directors proposed for election at the Annual
Meeting were so elected.
Item 6. Exhibits and Reports on Form 8-K
(11) Statement re computation of per share earnings
(27) Financial Data Schedule
15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DATED: November 15, 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
16
EXHIBIT INDEX
(11) Statement re computation of per share earnings
(27) Financial Data Schedule