SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2004
OR
( ) 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 0-8006
COX TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 86-0220617
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
77 McADENVILLE ROAD
BELMONT, NORTH CAROLINA 28012-2434
(Address of principal executive offices) (Zip Code)
(704) 825-8146
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
Indicated 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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Number of shares of Common Stock, no par value, outstanding
at December 14, 2004..................................................38,167,077
COX TECHNOLOGIES, INC.
FORM 10-Q
TABLE OF CONTENTS
FACE SHEET ................................................................... 1
TABLE OF CONTENTS ............................................................ 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Statement of Net Assets in Liquidation at October 31, 2004
(Unaudited) and April 30, 2004 ..................................... 3
Statement of Changes in Net Assets in Liquidation for the Three
and Six Months ended October 31, 2004 (Unaudited) .................. 4
Consolidated Statement of Income For the Three and Six Months
Ended October 31, 2003 (Unaudited) ................................. 5
Consolidated Statement of Cash Flows For the Six Months Ended
October 31, 2003 (Unaudited) ....................................... 6
Notes to Consolidated Financial Statements (Unaudited) ............ 7-8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations ............. 9-10
Item 3. Quantitative and Qualitative Disclosure About Market Risks ...... 11
Item 4. Controls and Procedures ......................................... 11
PART II. OTHER INFORMATION AND SIGNATURES
Item 1. Legal Proceedings ............................................... 11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ..... 11
Item 6. Exhibits
31.1 - Certification by Co-Chief Executive Officer ......... A-1
31.2 - Certification by Co-Chief Executive Officer ......... A-2
31.3 - Certification by Chief Financial Officer ............ A-3
32.1 - Certificate of Co-Chief Executive Officers .......... A-4
32.2 - Certificate of Chief Financial Officer .............. A-5
Signatures .................................................................. 12
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
COX TECHNOLOGIES, INC.
STATEMENTS OF NET ASSETS IN LIQUIDATION
October 31, 2004 April 30, 2004
---------------- --------------
(Unaudited)
ASSETS
Cash and cash equivalents $7,177,410 $7,597,606
Amounts due from purchaser -- 319,613
Other assets -- 36,711
---------- ----------
TOTAL ASSETS $7,177,410 $7,953,930
========== ==========
LIABILITIES
Accounts payable and accrued liabilities $ 140,559 $ 707,444
Estimated costs of liquidation 913,770 630,131
---------- ----------
Commitments and contingencies
TOTAL LIABILITIES 1,054,329 1,337,575
---------- ----------
NET ASSETS IN LIQUIDATION $6,123,081 $6,616,355
========== ==========
See Notes to Unaudited Financial Statements.
3
COX TECHNOLOGIES, INC.
STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
Three Months Six Months
Ended October 31, Ended October 31,
2004 2004
---- ----
(Unaudited) (Unaudited)
NET DECREASE IN NET ASSETS IN LIQUIDATION:
- -----------------------------------------
Interest Income $ 29,727 $ 51,741
Increase in estimated costs of liquidation ( 332,920) ( 545,015)
----------- -----------
NET DECREASE IN ASSETS IN LIQUIDATION ( 303,193) ( 493,274)
NET ASSETS IN LIQUIDATION, BEGINNING OF PERIOD 6,426,274 6,616,355
----------- -----------
NET ASSETS IN LIQUIDATION, END OF PERIOD $ 6,123,081 $ 6,123,081
=========== ===========
See Notes to Unaudited Financial Statements.
4
COX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
Three Months Ended Six Months Ended
October 31, 2003 October 31, 2003
---------------- ----------------
(Unaudited) (Unaudited)
REVENUE:
Sales $ 2,631,310 $ 4,964,861
------------ ------------
COSTS AND EXPENSES:
Cost of sales 1,232,798 2,359,971
General and administrative 450,018 890,792
Selling 239,870 453,913
Depreciation
37,483 70,624
------------ ------------
TOTAL COSTS AND EXPENSES 1,960,169 3,775,300
------------ ------------
INCOME FROM OPERATIONS 671,141 1,189,561
------------ ------------
OTHER INCOME (EXPENSE):
Other income 9,155 25,699
Interest expense (141,342) (241,145)
------------ ------------
TOTAL OTHER INCOME (EXPENSE) (132,187) (215,446)
------------ ------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 538,954 974,115
PROVISION FOR INCOME TAXES -- --
------------ ------------
INCOME FROM CONTINUING OPERATIONS 538,954 974,115
LOSS FROM DISCONTINUED OPERATIONS 170,282 278,117
PROVISION FOR INCOME TAXES ON DISCONTINUED OPERATIONS -- --
------------ ------------
LOSS FROM DISCONTINUED OPERATIONS 170,282 278,117
------------ ------------
NET INCOME $ 368,672 $ 695,998
============ ============
EARNINGS PER SHARE, BASIC AND DILUTED:
Continuing Operations $ .01 $ .03
Discontinued Operations ( $.00) ( $.01)
Net Income $ .01 $ .02
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 38,336,671 38,337,883
See Notes to Unaudited Financial Statements.
5
COX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended
October 31, 2003
----------------
(Unaudited)
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 368,672
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation 73,535
Amortization of patents 9,571
Decrease in allowance for doubtful accounts --
Other (3,202)
Decrease in valuation adjustment 8,928
---------
457,504
Changes in assets and liabilities:
Decrease in current assets:
Accounts receivable (204,537)
Inventory (380,024)
Prepaid expenses (43,621)
Increase in current liabilities:
Accounts payable and accrued expenses 62,940
---------
CASH USED IN OPERATING ACTIVITIES (107,738)
---------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of property and equipment (11,888)
---------
CASH USED IN INVESTING ACTIVITIES (11,888)
---------
CASH FLOW FROM FINANCING ACTIVITIES:
Issuance of common stock, net 1,072
Increase in debt 28,062
---------
CASH PROVIDED BY FINANCING ACTIVITIES 29,134
---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH (5,467)
---------
NET DECREASE IN CASH (95,959)
CASH AND CASH EQUIVALENTS, beginning of period 716,147
CASH AND CASH EQUIVALENTS, end of period $ 620,188
=========
Supplemental Cash Flow Information
Interest paid $ 11,125
Income taxes paid $ --
See Notes to Unaudited Financial Statements.
6
COX TECHNOLOGIES, INC. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
These financial statements should be read in conjunction with the financial
statements and notes thereto included in our Annual Report on Form 10-K for the
year ended April 30, 2004. In the opinion of management, all adjustments
(consisting solely of adjustments to the estimated value of assets and costs of
liquidation and other recurring estimates) necessary for a fair statement of the
results of the liquidation of the Company for the interim period have been
recorded.
Note 1. SALE OF SUBSTANTIALLY ALL ASSETS, ACCOUNTING BASIS AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
Sale of Substantially All Assets
On December 12, 2003, the Company entered into an Asset Purchase Agreement
(the "Asset Purchase Agreement") with Sensitech Inc., a Delaware corporation
("Sensitech") and Cox Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Sensitech, formed for purposes of consummating the Asset
Purchase Agreement ("Buyer") to sell substantially all of its assets ("the Asset
Sale").
Effective April 16, 2004, the Company and Sensitech completed the Asset
Sale. The aggregate consideration received by the Company at the closing was
comprised of $10,595,589 in cash. In addition, Sensitech assumed $233,569 of the
Company's payables and assumed certain other liabilities. At closing, Sensitech
retained a $250,000 holdback amount in the Asset Sale. Under the terms of the
Asset Purchase Agreement, the Company retained certain assets and liabilities,
including certain cash, receivables, production equipment, office equipment,
machines, tools, fixtures, furniture and certain retained liabilities.
In connection with the Asset Sale, the Company and Sensitech entered into a
Manufacturing Services Agreement under which the Company continued to
manufacture the Company's products on behalf of Sensitech for a period from
April 16, 2004 through July 2, 2004.
The parties completed the Asset Sale following a special meeting of the
Company's shareholders on April 15, 2004, whereby the holders of a majority of
the Company's common stock approved the Asset Sale and the subsequent
liquidation and dissolution of the Company pursuant to the Plan of Complete
Liquidation and Dissolution (the "Plan").
On January 29, 2004 the Company entered into an Asset Purchase Agreement
with Rask Holding ApS, to sell its Vitsab division for $175,000 plus assumed
liabilities. The transaction was consummated on the same date. Rask Holding
acquired all of the assets associated with the Vitsab division except cash and
accounts receivable, and assumed all liabilities associated with the Vitsab
division except liabilities associated with a raw material purchase from a
specific vendor and for taxes resulting from operations of the Vitsab division
prior to January 29, 2004. The Vitsab operations have been reflected as
discontinued operations in the accompanying consolidated statements of income
and cash flows for the three and six months ended October 31, 2003.
Liquidation Basis of Accounting
Pursuant to the Plan of dissolution approved by shareholders on April 15,
2004, we plan to file articles of dissolution with the North Carolina Secretary
of State in the Company's third quarter of fiscal 2005 or first quarter of
calendar 2005. (We can use language to fit whether the filing is going to happen
in Dec 2004 or Jan 2005?) Since April 15, 2004, the Company has been engaged in
contract manufacturing for Sensitech (which services ended on July 2, 2004),
selling and converting its non-cash assets, discharging its liabilities and
otherwise winding-up the business and affairs in preparation for liquidation.
Under the liquidation basis of accounting, assets are stated at their estimated
net realizable value and liabilities are stated at their anticipated settlement
amounts. Distributions ultimately made to shareholders upon liquidation will
differ from the "net assets in liquidation" recorded in the accompanying
Statement of Net Assets in Liquidation as a result of future changes in
estimated investment income, settlement of liabilities and obligations and final
costs of liquidation.
Our remaining assets consist primarily of cash.
7
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America 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. Examples of such estimates include, but
are not limited to, the accounting for contingencies and estimated costs of
liquidation, which represents the estimate of costs to be incurred during
dissolution. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include all highly liquid investments purchased
with an original or remaining maturity of less than three months at the date of
purchase. Our cash and cash equivalents at October 31, 2004 consisted of
deposits and money market funds maintained with major financial institutions.
Concentration of Credit Risk
Financial instruments that potentially subject us to concentrations of
credit risk are comprised principally of cash and cash equivalents. We invest
excess cash through banks, primarily in highly liquid securities, and have
investment policies and procedures that are reviewed periodically to minimize
credit risk.
Note 2. LIABILITIES
Liabilities, including estimated costs of liquidation, consist of the
following:
October 31, 2004 April 30, 2004
---------------- --------------
(Unaudited)
Accounts payable and accrued liabilities $ 140,559 $ 707,444
Estimated costs of liquidation:
Employee compensation and benefits 179,800 130,000
Legal, audit and tax services 100,000 125,000
Insurance 216,000 212,000
In-the-money stock options 127,000 152,400
Other estimated costs of liquidation 290,970 10,731
---------- ----------
913,770 630,131
---------- ----------
Total liabilities $1,054,329 $1,337,575
========== ==========
Note 3. CONTINGENCIES
From time to time, we have been subject to pending or threatened
litigation. We have been advised that certain parties may exert claims related
to our previous business activities and current dissolution efforts. We believe
these claims are without merit and intend to defend these claims vigorously. We
currently believe that these matters will not have a material adverse effect on
our financial position. However, the results of legal proceedings cannot be
predicted with certainty. Pending or future litigation could be costly, could
cause the diversion of management's attention and could upon resolution, have a
material adverse affect on the net assets available for distribution.
The Company has learned of threatened claims involving previous business
activities. Management has provided in the estimated costs of liquidation an
amount to vigorously defend against these threatened claims should the need
arise.
8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS of FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
Upon the sale of substantially all of the assets of the Company on April
16, 2004, we ceased normal operations and began the orderly liquidation of the
Company. Under the terms of the Asset Sale, we also provided contract
manufacturing services to Sensitech from April 16, 2004 through July 2, 2004.
We cannot list here all of the risks and uncertainties that could cause our
actual future financial results to differ materially from our present
expectations or projections regarding estimated distribution to shareholders but
we can identify many of them. For example, our future results could be affected
by the cost of satisfying known liabilities for which we have estimated the
value, the need to satisfy unanticipated liabilities arising in the future and
the expenses of dissolving and winding up the Company.
The following discussion and analysis should be read in conjunction with
our unaudited financial statements and notes thereto.
Critical Accounting Policies and Estimates
The presentation of our historical and liquidation based financial
condition and results of operations are based upon our financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amount of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, we evaluate our
estimates and judgments, including those related to accrued costs of liquidation
and commitments and contingencies. We base our estimates on historical
experience and on various other assumptions that we believe to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our historical
and liquidation based financial statements:
Contingent Liabilities
From time to time, we have been subject to pending or threatened
litigation. We have been advised that certain parties may exert claims related
to our previous business activities and current dissolution efforts. We believe
these claims are without merit and intend to defend these claims vigorously. We
currently believe that these matters will not have a material adverse effect on
our financial position. However, the results of legal proceedings cannot be
predicted with certainty. Pending or future litigation could be costly, could
cause the diversion of management's attention and could upon resolution, have a
material adverse affect on the net assets available for distribution.
Estimated Costs of Liquidation and Effects of Change to Liquidation Basis
Pursuant to the plan of dissolution, which was approved by stockholders on
April 15, 2004, our operations (other than the contract manufacturing under the
Manufacturing Services Agreement with Sensitech, which services ended on July 2,
2004) have been limited to winding-up our business and affairs, selling our
remaining assets and discharging our known liabilities. We plan to distribute
any remaining assets to our stockholders in accordance with the plan of
dissolution. As a result, we changed our basis of accounting to the liquidation
basis as of April 16, 2004. Under the liquidation basis of accounting, assets
and liabilities are reflected at the estimated amounts to be paid or received;
however actual costs could differ from those estimates. Distributions ultimately
made to stockholders upon liquidation will differ from the "net assets in
liquidation" recorded in the accompanying Statement of Net Assets in Liquidation
as a result of future operations, the sale proceeds ultimately received by us
and adjustments, if any, to estimated costs of liquidation. The accompanying
historical statements of operations for the three and six months ended and cash
flows for six months ended October 31, 2003 have been presented on a going
concern basis comparable to prior periods, which assumes the realization of
assets and the liquidation of liabilities in the normal course of business.
9
It is our intention to settle our outstanding obligations and convert our
remaining assets to cash as expeditiously as possible. Final dissolution and
related distributions to stockholders will occur upon obtaining final resolution
on all liquidation issues.
For details of the estimated cost of liquidation at October 31, 2004,
please refer to Note 2 to the unaudited financial statements of the Company on
page 8.
Comparison of our Changes in Net Assets in Liquidation for the Three and Six
Months Ended October 31, 2004 compared to our Results of Operations for the
Three and Six Months Ended October 31, 2003
This comparison should be read in conjunction with the accompanying
financial statements and notes. On April 16, 2004, we completed the sale of
substantially all of our operating assets to Sensitech Inc. and ceased preparing
our financial statements on a going concern basis under U.S. generally accepted
accounting principles. Accordingly, changes in net assets in liquidation for the
three and six months ended October 31, 2004 are not comparable to the results of
operations for the three and six months ended October 31, 2003. Effective April
16, 2004, we adopted the liquidation basis of accounting which is described in
detail in Note 1 to the accompanying financial statements. In the current fiscal
year we had no operations. Therefore, there is no discussion of operations in
this comparison. Net assets in liquidation decreased by $280,639 for the quarter
ended October 31, 2004. We increased our estimate of costs of liquidation by
$310,366 to reflect our current understanding of the future costs and expenses
expected to be incurred. The decrease in net assets was partially offset by
interest income.
Liquidity and Capital Resources
As of October 31, 2004, our net assets in liquidation were $6,123,081,
primarily consisting of cash and cash equivalents of $7,177,410. Our cash is
being used to pay our outstanding liabilities and obligations. We recorded
$29,727 and $51,741 of interest income for the three and six months ended
October 31, 2004, respectively. Any cash not used to satisfy liabilities and
expenses will be distributed to stockholders. Final dissolution of the Company
and related distributions to our stockholders will occur upon obtaining final
resolution of all liquidation issues.
Outstanding Liabilities
At October 31, 2004, we had $1,054,329 of outstanding liabilities
consisting of $140,559 in accounts payable and accrued liabilities and $913,770
of estimated costs of liquidation. Estimated costs of liquidation include both
known and estimated future expenses, including costs and expenses to defend
against known potential claims associated with former business activities,
professional fees for legal and accounting services, insurance premium expense,
salaries and benefits expenses, utilities and office supplies. Actual costs and
expenses could differ from those estimates.
The Company intends to file for an arbitration hearing involving a
potential claim from a third party. The potential claim involves previous
business activities of the Company. Magagement does not believe the third party
claim has any merit and intends to vigorously pursue this matter to a
conclusion.
Forward-Looking Statements
Statements contained in this document, which are not
historical in nature, are forward-looking within the meaning of the Private
Securities Litigation Reform Act of 1995. Specifically, statements concerning
distributions to shareholders are forward looking statements within the meaning
of the Safe Harbor. These statements are based on management's current
expectations and are subject to certain risks and uncertainties that could cause
actual results to differ materially. Factors that could cause actual results to
differ materially from those described herein include, without limitation the
following: the precise nature, amount and timing of any distributions to
shareholders will depend on and could be delayed by, among other things, claim
settlements with creditors or other third parties, and unexpected or greater
than expected expenses; our shareholders could be liable to our creditors up to
the amount of any liquidating distributions received in the event we fail to
create an adequate contingency reserve to satisfy all creditors' claims against
us. In addition to the other factors mentioned in this document, we urge you to
consider the risk factors and other information contained in our Proxy Statement
dated March 15, 2004. Cox Technologies undertakes no obligation to update
forward-looking statements to reflect events or circumstances after the date
hereof
10
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
The Company has identified certain areas that potentially subject it to
significant concentrations of credit risk. These areas for potential risk
include cash and cash equivalents and amounts due from purchaser. Cash balances
at financial institutions are in excess of FDIC insurance coverage. The cash
balances are maintained at financial institutions with high credit - quality
ratings and the Company believes no significant risk of loss exists with respect
to those balances. The Company believes that amounts reported for cash and cash
equivalents and amounts due from purchaser are considered to be reasonable
approximations of their fair values due to their short-term nature.
Item 4. CONTROLS AND PROCEDURES
Since the Asset Sale on April 16, 2004, we have been in the process of
winding down our operations and liquidating the Company, including significantly
reducing our workforce. As of December 14, 2004, the Company has four employees.
As a result of the decrease in workforce, the Company has limitations on its
ability to provide adequate segregation of duties and employ other common
internal control practices. While the activities of the Company are being
closely monitored by the Board of Directors, our inability to provide adequate
segregation of duties and other mitigating controls may be considered a material
weakness in internal controls over financial reporting.
PART II. OTHER INFORMATION AND SIGNATURE
Item 1. Legal Proceedings
We are not currently engaged in any legal and administrative proceedings
incidental to our previous business activities and current dissolution
efforts.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No securities of the Registrant were issued during the three months ended
October 31, 2004.
Item 6. Exhibits
31.1 - Certification by Co-Chief Executive Officer
31.2 - Certification by Co-Chief Executive Officer
31.3 - Certification by Chief Financial Officer
32.1 - Certificate of Co-Chief Executive Officers
32.2 - Certificate of Chief Financial Officer
11
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.
COX TECHNOLOGIES, INC.
(Registrant)
Date: 12-15-04 /s/ Brian D. Fletcher
-------- -------------------
Brian D Fletcher
Co-Chief Executive Officer
Date: 12-15-04 /s/ Kurt C. Reid
-------- -------------------
Kurt C. Reid
Co-Chief Executive Officer
Date: 12-15-04 /s/ John R. Stewart
-------- --------------------
John R. Stewart
Chief Financial Officer
12