UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended March 31, 2003
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ____to ___
Commission file number: 0-25942
SVT INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 84-1167603
- -------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
50 BROADWAY, 8TH FLOOR, NEW YORK, NEW YORK 10004
(Address of principal executive offices, including zip code)
(212) 571-6904
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)
Yes [ ] No [X]
As of May 15, 2003 40,725,826 shares of common stock, par value $.001 per share
of the registrant were outstanding.
SVT INC.
TABLE OF CONTENTS
PAGE
PART I FINANCIAL INFORMATION
Item 1. Consolidated Balance Sheets as of March 31, 2003 (Unaudited) and
December 31, 2002..................................................3
Consolidated Statements of Operations for the Three Months Ended
March 31, 2003 and 2002 (Unaudited)................................4
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2003 and 2002 (Unaudited)................................5
Notes to Consolidated Financial Statements.........................6
Item 2. Management's Discussion and Analysis of financial Condition
And Results of Operations.........................................12
Item 3. Quantitative and Qualitative Disclosures about Market Risk........17
Item 4. Controls and Procedures...........................................17
PART II OTHER INFORMATION
Item 1. Legal Proceedings.................................................18
Item 2. Changes in Securities and Use of Proceeds.........................18
Item 3. Defaults Upon Senior Securities...................................18
Item 4. Submission of Matters to a Vote of Security Holders...............18
Item 5. Other Information.................................................18
Item 6. Exhibits and Reports on Form 8-K..................................18
Signatures ..................................................................19
Certifications................................................................20
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
SVT INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
2003 2002
------------------- ------------------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,536,570 $ 2,106,778
Accounts receivable, net of allowance of $100,000 and $50,000,
Respectively 2,223,565 2,270,573
Deferred income taxes 1,364,000 1,364,000
Income tax refund receivable 864,000 864,000
Other current assets 304,139 127,064
---------------- ----------------
TOTAL CURRENT ASSETS 6,292,274 6,732,415
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION OF $210,539
AND $191,005 299,284 318,817
OTHER LONG-TERM ASSETS 51,488 72,396
---------------- ----------------
$ 6,643,046 $ 7,123,628
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 574,004 $ 721,856
Accrued expenses 2,915,615 2,901,685
Other liabilities 3,252 5,201
---------------- ----------------
TOTAL CURRENT LIABILITIES 3,492,871 3,628,742
DEFERRED INCOME TAXES 63,444 160,444
---------------- ----------------
TOTAL LIABILITIES 3,556,315 3,789,186
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value, 20,000,000 shares authorized, no shares issued
or outstanding - -
Common stock, $0.001 par value, 100,000,000 shares authorized, 40,725,826 and
40,725,826 shares issued and outstanding...................... 40,726 40,726
Additional paid-in capital 26,319,706 26,319,706
Cumulative translation adjustments (141,507) (170,351)
Accumulated deficit (23,132,194) (22,855,639)
----------------- ----------------
TOTAL STOCKHOLDERS' EQUITY 3,086,731 3,334,442
---------------- ----------------
$ 6,643,046 $ 7,123,628
================ ================
The accompanying notes are an integral part of these financial statements.
3
SVT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31,
2003 2002
REVENUES $ 2,949,891 $ 4,824,877
COST OF REVENUES 2,200,785 3,530,741
-------------------- -----------------
GROSS PROFIT 749,106 1,294,136
OPERATING EXPENSES:
General and administrative expenses 1,079,694 1,288,718
Stock option compensation expense - 4,250,000
Merger-related costs and expenses - 18,773,250
-------------------- -----------------
OPERATING LOSS (330,588) (23,017,832)
Interest (income) expense, net (853) 8,573
--------------------- -----------------
LOSS BEFORE INCOME TAXES (329,735) (23,026,405)
Income taxes (benefit) (53,180) (429,777)
--------------------- -----------------
NET LOSS $ (276,555) $ (22,596,628)
==================== =================
Basic and diluted earnings (loss) per share $ (0.01) $ (0.61)
==================== =================
Basic and diluted weighted average shares outstanding 40,725,826 36,966,020
==================== =================
The accompanying notes are an integral part of these financial statements.
4
SVT INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
2003 2002
--------------- ---------------
OPERATING ACTIVITIES:
Net loss $ (276,555) $ (22,596,628)
Adjustments to reconcile net loss to net cash (used in) provided by
operating activities-
Depreciation and amortization 19,533 158,023
Bad debt expense 200,000 -
Deferred income taxes (97,000) -
Compensation charge for stock option issuance - 4,250,000
Non-cash charge for merger-related expenses - 19,328,103
Changes in assets and liabilities-
(Increase) decrease in accounts receivable (152,992) 1,397,547
Decrease in due from stockholder - 86,508
(Increase) in other current assets (177,075) (225,602)
Decrease in other assets 20,908 9,290
(Decrease) in accounts payable (147,852) (42,841)
Increase (decrease) in accrued expenses and other liabilities 11,981 (485,488)
Increase in due to stockholder - 94,702
--------------- ---------------
Net cash (used in) provided by operating activities (599,052) 1,973,614
--------------- ---------------
INVESTING ACTIVITIES:
Cash paid for business acquisitions, net of cash acquired - 10,000
--------------- ---------------
Net cash provided by investing activities - 10,000
--------------- ---------------
FINANCING ACTIVITIES:
Net (repayments) on line of credit - (51,614)
--------------- ----------------
Net cash (used in) financing activities - (51,614)
--------------- ----------------
Effect of exchange rate changes on cash flows 28,844 (2,141)
--------------- ----------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (570,208) 1,929,859
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,106,778 526,076
--------------- ---------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,536,570 $ 2,455,935
=============== ===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ - $ 8,042
=============== ===============
Cash paid for income taxes $ - $ 534,000
=============== ===============
The accompanying notes are an integral part of these financial statements.
5
SVT INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BACKGROUND:
SVT Inc., formerly know as SWWT, Inc., is a Delaware corporation which
together with its wholly-owned subsidiaries (see Note 2) is herein referred to
as "SVT", the "Company" or "we". The Company is an information technology
consulting, network, and systems management outsourcing business. To date, the
Company has specialized in e-commerce applications and web-based systems
management for the financial services, insurance, media and telecommunications
industries.
On July 23, 2001, SanVision Technology Inc. (SanVision) entered into a
merger agreement with the Company under which a wholly-owned subsidiary of the
Company (E-Newco, Inc.) was merged into SanVision and SanVision became a
wholly-owned subsidiary of the Company. Under the merger agreement, SanVision
stockholders received 35,792,599 shares of the Company's common stock in
exchange for their shares of SanVision. Upon completion of the transactions
contemplated by the merger agreement, including (A) a one-for-two reverse stock
split of the Company's common stock, (B) a change in the conversion ratio
applicable to the Company's series B preferred stock into common stock from
approximately 1-to-100 to approximately 1-to-10 and (C) the conversion of all
shares of series B preferred stock into shares of common stock, the Company had
outstanding 40,725,826 shares of common stock on an as-converted and fully
diluted basis, of which the former stockholders of SanVision have 87.5 percent.
On January 29, 2002, the Company's stockholders approved the reverse stock
split, the change in the conversion ratio of the series B preferred stock and
the conversion of all series B preferred stock into common stock. Effective on
February 1, 2002, the merger between SanVision and E-Newco was completed, and on
March 15, 2002, SanVision was merged into the Company and ceased to exist.
For accounting and financial reporting purposes, SanVision is the acquirer
through a reverse merger. The combination of SVT and SanVision was treated as an
issuance of shares, primarily for cash, by SanVision. The Company reflects, in
its consolidated financial statements, the assets and liabilities of SanVision
at their historical book values and the tangible assets and liabilities of SWWT,
Inc. at their fair values. The Company has not combined the historical earnings
of SWWT, Inc. with those of SanVision, but reports SanVision's operations
through the effective date of the merger.
The assets, liabilities and stockholders' equity amounts that were combined
with SanVision as of the merger date as part of the reverse merger transaction
were as follows:
ASSETS
Cash and cash equivalents $ 785,648
Investment 250,000
-------------
Total assets $ 1,035,648
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued expenses $ 73,171
Common Stock 49,332
Additional paid-in capital 913,145
-------------
Total liabilities and stockholders' equity $ 1,035,648
=============
6
1. BACKGROUND (CONTINUED):
Unaudited pro forma summary information is not presented for the
consolidated results of operations as if the merger between SanVision and SWWT,
Inc. had occurred as of January 1, 2002 because for the period from January 1,
2002 through the merger date on February 1, 2002, there was no activity and no
expenses were incurred by SWWT, Inc. As a result, the pro forma summary
information included above for the three months ended March 31, 2002 was not
impacted by the inclusion of SWWT, Inc.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
The accompanying unaudited consolidated financial statements for the
Company have been prepared in accordance with (1) generally accepted accounting
principles for interim financial information and (2) the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, the
consolidated financial statements reflect all adjustments considered necessary
for a fair statement of the results of operations and financial position for the
interim periods presented.
The accompanying consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's audited consolidated financial statements as of
December 31, 2002, and filed with the Securities and Exchange Commission (the
"SEC") on April 15, 2003, as part of the Company's Form 10-K for the fiscal year
ended December 31, 2002.
Principles of consolidation
The accompanying consolidated financial statements include the accounts of
SVT Inc., and its wholly owned subsidiaries, SVT Cayman, Inc., SanVision
Technologies Canada Inc., SVT Inc., and Apex (India) Privated Ltd. and its
subsidiaries, Wave Infotech (Private) Ltd. and Euro Teck (U.K.) Privated Ltd.,
all material intercompany balances and transactions have been eliminated in
consolidation.
Cash and cash equivalents
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of three
months or less to be cash equivalents.
Concentration of credit risk
Financial instruments that potentially subject the Company to concentration
of credit risk are accounts receivable and cash. The Company's customer base
principally comprises companies within the financial services industry and to a
lesser extent the insurance, media and telecommunications and other industries.
The Company does not require collateral from its customers.
7
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
Concentration of credit risk (continued)
The Company maintains, at times, deposits in federally insured financial
institutions in excess of federally insured limits. Management attempts to
monitor the soundness of the financial institutions and believes the Company's
risk is negligible.
Revenue recognition and customer concentration
Historically, the Company's revenue from consulting services has been
generated under time and materials contracts. Revenue from consulting services
that are billed on a time and materials basis is recognized in the period during
which the services are provided. The Company, from time to time, enters into
contracts based on a fixed fee amount. Revenue from the fixed fee contracts are
recognized using a percentage of completion method based on the total costs
incurred to date compared to the total costs to be incurred for the contracts.
The majority of the Company's services are performed for large companies
located in the New York City area. Revenues from the Company's two largest
customers represent approximately 63 percent of the Company's total revenues (40
percent and 23 percent, respectively) for the three months ended March 31, 2003,
and the three largest customers represent approximately 66 percent of the
Company's total revenues (29 percent, 26 percent and 11 percent, respectively)
for the three months ended March 31, 2002. The total accounts receivable from
these customers as of March 31, 2003 was $1,371,912 ($356,568 and $1,015,344,
respectively).
Property and equipment:
Property and equipment are recorded at cost. Significant improvements are
capitalized and expenditures for maintenance and repairs are charged to expense
as incurred. Upon the sale or retirement of these assets, the cost and related
accumulated depreciation are removed from the accounts and any gain or loss is
included in income.
Depreciation is provided using the straight-line method based on the
estimated useful lives of the assets as follows:
Equipment 5 years
Automobiles 5 years
Furniture and fixtures 7 years
Fair value of financial instruments:
The Company's financial instruments consist primarily of cash and cash
equivalents, accounts receivable and accounts payable. The book values of cash
and cash equivalents, accounts receivable and accounts payable are considered to
be representative of their respective fair values.
8
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
Segment disclosures
For purposes of Statement of Financial Accounting Standards (SFAS) No. 131,
"Disclosures about Segments of an Enterprise and Related Information,"
management believes that the Company operates in one segment.
For the three months ended March 31, 2003 and 2002, a majority of the
Company's revenues were attributed to customers in the United States. Sales in
the amount of $173,162 for the three months ended March 31, 2003 were attributed
to customers in the United Kingdom. As of March 31, 2003 and 2002, a total of
approximately $103,544 and $4,332,000, respectively of long-lived assets, the
majority of which relate to the 2001 acquisitions, were recorded in the
Company's subsidiary in India.
Currency translation
The accounts of the Company's international subsidiaries are translated in
accordance with SFAS No. 52, "Foreign Currency Translation," which requires that
assets and liabilities of international operations be translated using the
exchange rate in effect at the balance sheet date, and that the results of
operations be translated at average exchange rates during the period. The
effects of exchange rate fluctuations in translating assets and liabilities of
international operations into U.S. dollars are accumulated and reflected in
cumulative translation adjustments included in stockholders' equity. The effects
of exchange rate fluctuations in translating the foreign currency transactions
are included in general sales and administrative expenses. There were no
material transaction gains or losses related to the foreign currency
transactions in the accompanying Consolidated Statements of Operations.
Earnings per share
The Company utilizes SFAS No. 128, "Earnings Per Share," to compute
earnings per share. SFAS No. 128 requires dual presentation of basic and diluted
earnings per share (EPS) for complex capital structures on the statements of
operations. Basic EPS is computed by dividing net income by the weighted average
number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution from the exercise or conversion of securities into common
stock unless they are anti-dilutive. For the three months ended March 31, 2003
the Company had no potentially dilutive securities. For the three months ended
March 31, 2003 and 2002 the dilutive impact of outstanding stock options was not
included in diluted EPS as it would be anti-dilutive.
Earnings per share are calculated as follows:
FOR THE THREE MONTHS ENDED
MARCH 31,
------------------------------------
2003 2002
---------------- ---------------
Net income (loss) - $ (267,555) $ (22,596,628)
================ ================
Weighted average shares outstanding - basic 40,725,826 36,996,020
Impact of stock options and warrants - -
---------------- ---------------
Weighted average shares outstanding - diluted 40,725,826 36,996,020
================ ===============
Earnings (loss) per share - basic and diluted $ (0.01) $ (0.61)
9
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
Accumulated other comprehensive income
SFAS No. 130, "Reporting Comprehensive Income," established the concept of
comprehensive income. Comprehensive income is defined as net income plus
revenues, expenses, gains and losses that, under accounting principles generally
accepted in the United States, are excluded from net income. The Company's
accumulated other comprehensive income is comprised of unrealized gains and
losses from foreign currency translation adjustments and is presented in the
consolidated statements of stockholders' equity.
Other comprehensive income (loss) is calculated as follows:
FOR THE THREE MONTHS ENDED
MARCH 31,
------------------------------------
2003 2002
-------------- ----------------
Net income (loss) $ (267,555) $ (22,596,628)
Other comprehensive income (loss):
Unrealized gain (loss) from foreign currency
translation adjustments 28,844 (16,697)
-------------- ----------------
Comprehensive income (loss) $ (238,711) $ (22,613,325)
============== ================
Stock Split
On January 29, 2002, the Company's stockholders approved a one for two
reverse stock split for all outstanding shares of common stock on that date.
All share and per share data has been retroactively reported to reflect the
stock split.
Use of estimates
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
New accounting pronouncements
On July 30, 2002, the FASB issued Statement of Financial Accounting
Standards No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities" ("SFAS 146"), that is applicable to exit or disposal activities
initiated after December 31, 2002. This standard requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. This standard does
not apply where SFAS 144 is applicable. This new standard should not have any
impact on the Company's operating results and financial position.
10
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
New accounting pronouncements (continued)
On December 31, 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure" ("SFAS 148"), that is applicable to financial statements issued for
fiscal years ending after December 15, 2002. In addition, interim disclosure
provisions are applicable for financial statements issued for interim periods
beginning after December 15, 2002. This standard amends SFAS 123 and provides
guidance to companies electing to voluntarily change to the fair value method of
accounting for stock-based compensation. In addition, this standard amends SFAS
123 to require more prominent and more frequent disclosures in financial
statements regarding the effects of stock-based compensation. This new standard
does not have any impact on the Company's operating results and financial
position.
3. ACCRUED EXPENSES:
MARCH 31, 2003 DECEMBER 31, 2002
--------------------- --------------------
Accrued payroll and bonuses $ 1,144,974 $ 1,244,055
Accrued income taxes 40,000 -
Other 1,730,641 1,657,630
--------------------- --------------------
$ 2,915,615 $ 2,901,685
===================== ====================
4. STOCKHOLDERS' EQUITY:
The Company, under its 2000 Stock Incentive Plan (the "Plan"), has
8,400,000 shares of common stock available for awards in the form of
non-qualified stock options, incentive stock options, restrictive stock,
restrictive stock units, and other awards.
During the three months ended March 31, 2003, the Company did not grant
options and no options were expired, cancelled or exercised.
5. LEGAL PROCEEDINGS:
Velocity Express Corporation ("Velocity") as plaintiff has asserted claims
against the Company for breach of contract, conversion and breach of fiduciary
duty. Plaintiff and the Company are parties to three contracts under which the
Company agreed to manage Velocity's technology function and to create and
maintain new software to permit Velocity to operate a state of the art website
and a "package tracking system" to monitor its delivery services. The complaint
alleges that under one of these contracts, the Professional Services Outsourcing
Agreement, there were alleged "service failures" that allegedly resulted in
disruptions in the plaintiff's information technology systems. The complaint
further alleged that the Company manipulated plaintiff's technology system so
that the plaintiff's customers could not access plaintiff's website and
software. Plaintiff has not specified the amount of damages that the Company
allegedly caused.
The Company denies the allegations of the complaint and has filed
counterclaims against the plaintiff seeking payment for the amounts the Company
is owed under the above-mentioned contracts and for damages. Management intends
to vigorously defend this action.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
CURRENT BUSINESS ENVIRONMENT
The Information Technology (IT) services industry continues to be
negatively impacted by the Internet and technology sector downturn which began
in early 2000 and the economic recession which followed the September 11, 2001
terrorist attacks which is continuing. In the application development area, new
spending on technology initiatives has virtually stopped and existing IT budgets
are being drastically reduced. The trend in the marketplace now is to fund only
mission critical IT projects and continue only the essential IT services and to
defer or cancel all other initiatives. Another adverse trend for IT vendors is
that many of their existing customers are terminating their higher priced
non-employee consultants and either replacing them with new employees or
exercising their "right to hire" to absorb some consultants into permanent
positions to reduce costs, which results in lower revenues for the vendor even
from their existing clients. Under the circumstances, SVT's revenue base also
continued to decline slightly in the first quarter of 2003, mainly due to
further cutbacks from AIG, formerly its largest customer, and CSC.
SVT was able to avoid a very substantial decline in revenue during the
quarter ended March 31, 2003 primarily by focusing on managed services offerings
and new business development. Specifically, cutbacks from major clients like AIG
were somewhat offset by the revenue generated from clients in the managed
services area such as Citco. However, SVT's largest new client, Velocity
Express, is in serious default in its payment of approximately $2.5 million of
accounts receivable to SVT; this matter is presently in litigation before the
New York State Supreme Court.
Going forward, management believes that the pressure on IT budgets will
continue at least through the third quarter of 2003, if not longer, primarily
due to current economic conditions and the impact from the war in Iraq and its
consequent effect on the U.S. economy. It is likely that more IT services work,
including existing and new application development projects, will also continue
to be shifted offshore, primarily to India. Therefore, SVT expects to continue
its emphasis on new business development in the managed services area and
intends to revamp its off-shore capability.
CRITICAL ACCOUNTING POLICIES
The consolidated financial statements of SVT Inc. are prepared in
conformity with accounting principles generally accepted in the United States.
As such, we are required to make certain estimates, judgments and assumptions
that we believe are reasonable based upon the information available. These
estimates and assumptions affect the reported amounts of assets and liabilities
as of the date of the financial statements and the reported amounts of revenue
and expenses during the periods presented. The significant accounting policies
which we believe are the most crucial to aid in fully understanding and
evaluating SVT Inc.'s reported financial results include the following:
12
Revenue Recognition
Historically, SVT's revenue from consulting services has been generated
under time and materials contracts. Revenues from consulting services that are
billed on a time and materials basis are recognized in the period during which
the services are provided. Occasionally, SVT enters into contracts based on a
fixed fee amount. Revenues from the fixed fee contracts are recognized using a
percentage of completion method based on the total costs incurred to date
compared to the total costs to be incurred for the contracts. While our
estimates of the total costs to be incurred have historically been within our
expectations, any significant increase in the expected total costs to be
incurred on our fixed fee contracts could have a material adverse impact on our
operating results for the period or periods in which the revised estimates
arise.
Accounts Receivable
We perform ongoing credit evaluations of our customers and adjust credit
limits based upon payment history and the customer's current credit worthiness,
as determined by our review of their current credit information. We continuously
monitor collections and payments from our customers and maintain a provision for
estimated credit losses based upon our historical experience and any specific
customer collection issues that we have identified. While such credit losses
other than described below have historically been within our expectations and
the provisions established, we cannot guarantee that we will continue to
experience the same credit loss rates that we have in the past. Since our
accounts receivable are concentrated in a relatively few number of customers, a
significant change in the liquidity or financial position of any one of these
customers could have a material adverse impact on the collectability of our
accounts receivable and our future operating results. Specifically, the Company
is in litigation with Velocity Express Corporation, to recover approximately
$2.5 million (written of as uncollectible in December 2002) of defaulted
accounts receivable plus damages; it is uncertain how much the Company could
recover from Velocity (if at all), assuming the Company is successful with this
litigation.
Deferred Taxes
The Company accounts for income taxes under SFAS No. 109, "Accounting for
Income Taxes". SFAS No.109 requires the asset and liability method of accounting
for deferred income taxes. Deferred tax assets and liabilities are determined
based on the difference between financial statement and tax bases of assets and
liabilities, using enacted tax rates in effect for the year in which the
differences are expected to reverse. Deferred tax assets are reflected on the
balance sheet when it is determined that it is more likely than not that the
asset will be realized.
13
RESULTS of OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,
2003 2002
Revenues $ 2,949,891 $ 4,824,877
Cost of revenues 2,200,785 3,530,741
-------------- ----------------
Gross profit 749,106 1,294,136
Operating expenses:
General and administrative 1,079,694 1,288,718
Stock option compensation expense - 4,250,000
Merger-related costs and expenses - 18,773,250
-------------- ----------------
Operating income (330,588) (23,017,832)
Interest (income) expense, net (853) 8,573
-------------- ----------------
Loss before income taxes (329,735) (23,026,405)
Income taxes (benefit) (53,180) (429,777)
-------------- ----------------
Net loss $ (276,555) $ (22,596,628)
============== ================
Revenues 100.0% 100.0%
Cost of revenues 74.6 73.2
------------- -------------
Gross profit 25.4 26.8
Operating expenses:
General and administrative 36.6 26.7
Stock option compensation expense - 88.1
Merger-related costs and expenses - 389.1
--------------- -------------
Operating loss (11.2) (477.1)
Interest (income) expense, net - 0.2
--------------- -------------
Loss before income taxes (11.2) (477.3)
Income taxes (benefit) (1.8) (9.0)
-------------- -------------
Net income (9.4)% (468.3)%
============== =============
Revenues: Revenues for the three months ended March 31, 2003 were $2.9
million, a decrease of $1.9 million, or 38.9%, from $4.8 million for the three
months ended March 31, 2002. This decline in revenues is directly attributable
to a decline in business with AIG and Velocity, two of the Company's largest
clients.
Cost of Revenues: Cost of revenues for the three months ended March 31,
2003 was $2.2 million, a decrease of $1.3 million, or 37.7% from $3.5 million
for the three months ended March 31, 2002. However, on a percentage of revenues
basis, the cost of revenues increased to 74.6% in 2003 from 73.2% in 2002, thus
decreasing the gross profit margin by 1.4%. The decrease in gross profit margin
percentage was largely due to lower revenue growth and lower margins on
continuing revenues.
General and Administrative Expenses: General and administrative expenses
for the three months ended March 31, 2003 were $1.1 million, a decrease of $0.2
million, or 16.2%, from $1.3 million for the three months ended March 31, 2002,
primarily due to decreased marketing and administrative overhead as well as a
decrease in payroll and rent expenses.
14
Stock option compensation expense of $4.2 million for the three months
ended March 31, 2002 relates to a non-cash charge for the difference between the
trading price of the Company's common stock and the exercise price for stock
options which were granted to an employee with immediate vesting in February
2002.
Merger-related costs and expenses for the three months ended March 31, 2002
of $18.8 million were incurred related to the combination of the Company and
SanVision Technology Inc. These merger costs of $18,542,455 related to the
issuance of 6,135,873 shares of the Company's common stock which was contingent
on the merger transaction and other professional fees related to the merger of
$230,795.
The effective tax rate was 16.1% for the three months ended March 31, 2003
as compared with 1.9% for three months ended March 31, 2002. The effective tax
rate for the three months ended March 31, 2002 was significantly impacted by the
non-deductible merger-related expenses described above. The tax deduction for
these shares was significantly less than the expense charge for financial
reporting purposes. In addition, the stock option compensation expense of $4.2
million was not deductible for income tax purposes.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2003, the Company had net working capital of approximately
$2,799,000, comprised primarily of accounts receivable and cash and cash
equivalents. The Company has historically financed, and continues to finance,
its business mainly with cash flow from operations and has not obtained any
outside institutional equity funding, such as a venture capital or private
equity funding.
However, the cash flow from operations varies significantly from month to
month primarily due to changes in net income (loss) and collection of accounts
receivable.
Net cash provided by used in operating activities was approximately
$599,000 for the three months ended March 31, 2003, as compared to net cash
provided by operating activities of $1,974,000 for the three months ended March
31, 2002. The decrease in cash provided by operating activities during the three
months ended March 31, 2003 is due primarily to a significant increase in
accounts receivable as well as less income from operations after adjustments for
non-cash items.
Net cash provided by investing activities was $0 for the three months ended
March 31, 2003, as compared to net cash provided by investing activities of
$10,000 for the three months ended March 31, 2002. The net cash provided by
investing activities for 2002 was related to the net cash received from a
business acquisition.
Net cash used in financing activities was $0 for the three months ended
March 31, 2003, as compared to $52,000 used in financing activities for the
three months ended March 31, 2002. The cash used in financing activities in 2002
was in connection with repayments on a former credit agreement.
Management believes that future cash will be generated from operations and
its current cash balance will be sufficient to satisfy its projected working
capital and planned capital expenditure requirements for the foreseeable future.
However, if the Company requires additional funds to support working capital
requirements or for other purposes, it may seek to raise the funds through
public or private equity financings or from other sources. Additional financing
may not be available, or, if it is available, it may be dilutive or may not be
obtainable on acceptable terms.
15
NEW ACCOUNTING PRONOUNCEMENTS
On July 30, 2002, the FASB issued Statement of Financial Accounting
Standards No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities" ("SFAS 146"), that is applicable to exit or disposal activities
initiated after December 31, 2002. This standard requires companies to recognize
costs associated with exit or disposal activities when they are incurred rather
than at the date of a commitment to an exit or disposal plan. This standard does
not apply where SFAS 144 is applicable. This new standard should not have any
impact on the Company's operating results and financial position.
On December 31, 2002, the FASB issued Statement of Financial Accounting
Standards No. 148, "Accounting for Stock-Based Compensation-Transition and
Disclosure" ("SFAS 148"), that is applicable to financial statements issued for
fiscal years ending after December 15, 2002. In addition, interim disclosure
provisions are applicable for financial statements issued for interim periods
beginning after December 15, 2002. This standard amends SFAS 123 and provides
guidance to companies electing to voluntarily change to the fair value method of
accounting for stock-based compensation. In addition, this standard amends SFAS
123 to require more prominent and more frequent disclosures in financial
statements regarding the effects of stock-based compensation. This new standard
does not have any impact on the Company's operating results and financial
position.
FORWARD-LOOKING STATEMENTS; BUSINESS RISKS AND UNCERTAINTIES
This Form 10-Q contains forward-looking statements (within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended), representing
the Company's current expectations and beliefs relating to its or the IT
industry's future performance, the Company's future operating results, its
sales, products, services, markets and industry, market conditions and/or future
events relating to or effecting the Company and its business and operations,
including the its attainment of new customers and success with new business
opportunities and global expansion. If and when used in this Form 10-Q, the
words "believes," "estimates," "plans," "expects," "attempts," "intends,"
"anticipates," "could," "may," "explore" and similar expressions as they relate
to the Company or its management are intended to identify forward-looking
statements. The actual performance, results or achievements of the Company could
differ materially from those indicated by the forward-looking statements because
of various risks and uncertainties. Factors that could adversely affect the
Company's future results, performance or achievements include, without
limitation: continuing or worsening in the overall economic weakness; the level
of effectiveness of the Company's business and marketing strategies, including
those outside North America; an increase in the allowance for doubtful accounts
receivable and bad debts or further write-offs of accounts receivable as a
result of the weakened and/or further weakening financial condition of certain
of the Company's customers; a reduction in the Company's development of new
customers, existing customer demand as well as the level of demand for services
of its customers; the inability of the Company to generate revenue commensurate
with the level of personnel and size of its infrastructure; decreases in gross
profit margins; the impact from changes in accounting rules; the adverse impact
of war and terrorism on the economy; and the other risks and factors detailed in
this Form 10-Q and in the Company's Form 10-K for the fiscal year ended December
31, 2002 and other filings with the Securities and Exchange Commission. These
risks and uncertainties are beyond the ability of the Company to control. In
many cases, the Company cannot predict the risks and uncertainties that could
cause actual results to differ materially from those indicated by the
forward-looking statements. The Company undertakes no obligation to update
publicly or revise any forward-looking statements, business risks and/or
uncertainties.
16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company's earnings and cash flow are subject to fluctuations due to
changes in foreign currency exchange rates in connection with its foreign
subsidiaries. We do not anticipate any material currency risk to the Company's
financial condition or results of operations resulting from currency
fluctuations.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE OF CONTROLS AND PROCEDURES
Within 90 days of the filing date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our chief executive officer and the chief financial officer, of the
effectiveness of the design and operation of our "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934, Rules 13a-14(c)
and 15d-14(c)). Based on this evaluation, our chief executive officer and chief
financial officer have concluded that as of the date of the evaluation our
disclosure controls and procedures are effective to ensure that all material
information required to be filed in this report has been made known to them.
CHANGE IN INTERNAL CONTROLS
As of the date of this report there have been no significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of the Company's most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The information required by this Item was previously reported, as defined
in Rule 12b-2 under the Securities Exchange Act of 1934, in Item 3 of the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2002. The Company is still in litigation with Velocity Express Corporation.
There were no material developments in the litigation during the three months
ended March 31, 2003.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
NONE.
ITEM 3. DEFAULTS UNDER SENIOR SECURITIES.
NONE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
NONE.
ITEM 5. OTHER INFORMATION.
NONE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The index of exhibits to this report appears after the signature page.
(b) The Company did not issue any reports on Form 8-K during the three
months ended March 31, 2003.
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SVT INC.
(Registrant)
/S/ DHIR SARIN
---------------------------------------------------
Dhir Sarin
Duly Authorized Officer
Chief Financial Officer (Principal Financial Officer)
Date: May 15, 2003
19
CERTIFICATIONS
I, Sanjay Sethi, Chief Executive Officer of SVT Inc. and subsidiaries, certify
that:
1. I have reviewed this quarterly report on Form 10-Q of, SVT Inc. and
subsidiaries;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the consolidated financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 15, 2003 /s/ SANJAY SETHI
---------------------------
Sanjay Sethi
Chief Executive Officer
20
I, Dhir Sarin, Chief Financial Officer of SVT Inc. and subsidiaries, certify
that:
1. I have reviewed this quarterly report on Form 10-Q of SVT Inc. and
subsidiaries;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the consolidated financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: May 15, 2003 /S/ DHIR SARIN
-------------------------
Dhir Sarin
Chief Financial Officer
21
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SVT Inc. and subsidiaries (the
Company) on Form 10-Q for the period ending March 31, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), the
undersigned, being, Sanjay Sethi, Chief Executive Officer of the Company, and
Dhir Sarin, Chief Financial Officer of the Company, respectfully, certify,
pursuant to 18 U.S.C. ss.1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Dated: May 15, 2003
/s/ Sanjay Sethi /s/ Dhir Sarin
- ----------------------- -----------------------------
Chief Executive Officer Chief Financial Officer