U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ___________ TO ___________
Commission File No. 0-26682
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
-------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
Delaware 11-3199437
------------------------------- ---------------------------------
(State or other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
10 Edison Street East, Amityville, New York 11701
-------------------------------------------------
(Address of Principal Executive Offices)
(516) 842-7600
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
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 |_|
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of outstanding shares of the issuer's common stock, par value $.01
per share, as of July 30, 1999, was 12,549,623.
Transitional Small Business Disclosure Format (check one):
YES |_| NO |X|
<PAGE>
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
INDEX TO FORM 10-QSB
June 30, 1999
PART I - FINANCIAL INFORMATION PAGE
----
Item 1. - Financial Statements (Unaudited)
Consolidated Balance Sheets at June 30, 1999
and December 31, 1998 ................................... 1
Consolidated Statements of Operations
for the Three Months and Six Months Ended
June 30, 1999 and June 30, 1998 ......................... 2
Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 1999
and June 30, 1998 ....................................... 3
Notes to Consolidated Financial Statements .............. 4
Item 2. - Management's Discussion and Analysis or
Plan of Operation ..................................... 6
PART II - OTHER INFORMATION ........................................... 11
SIGNATURES ............................................................ 13
-i-
<PAGE>
PART I
ITEM 1. - FINANCIAL STATEMENTS
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
CONSOLIDATED BALANCE SHEETS
(in U.S. Dollars)
<TABLE>
<CAPTION>
AT AT
JUNE 30, DECEMBER 31,
1999 1998
(Unaudited) (Note)
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 330,586 $ 317,034
Receivables, net 3,460,117 2,526,729
Inventories 2,602,250 2,802,284
Prepaid expenses and other current assets 50,925 32,757
------------ ------------
Total current assets 6,443,878 5,678,804
Fixed assets, net 579,221 604,511
Intangible assets, net 1,026,981 1,108,058
Other assets 400,703 371,656
Notes receivable from related parties 280,611 269,732
------------ ------------
Total assets $ 8,731,394 $ 8,032,761
============ ============
LIABILITIES
Current liabilities:
Accounts payable $ 1,526,104 $ 1,621,887
Accrued expenses 478,794 611,150
Revolving credit facility 2,012,441 1,612,634
Current portion of capital lease obligations 37,099 34,562
------------ ------------
Total current liabilities 4,054,438 3,880,233
Capital lease obligations 21,409 40,616
Deferred credits 327,907 321,727
------------ ------------
4,403,754 4,242,576
STOCKHOLDERS' EQUITY
Common stock:
$.01 par value, issued 12,549,623 and
12,449,623 shares, respectively 125,496 124,496
Paid-in capital 10,235,011 10,178,011
Accumulated deficit (6,032,867) (6,512,322)
------------ ------------
Total stockholders' equity 4,327,640 3,790,185
------------ ------------
Total liabilities and stockholders' equity $ 8,731,394 $ 8,032,761
============ ============
</TABLE>
Note: The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See accompanying notes.
-1-
<PAGE>
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in U.S. Dollars) (Unaudited)
<TABLE>
<CAPTION>
For the Three months ended For the Six months ended
June 30, June 30,
-------- ---------
1999 1998 1999 1998
------------ ------------ ------------ ------------
(Note) (Note)
<S> <C> <C> <C> <C>
Net sales $ 3,792,587 $ 3,602,105 $ 7,434,975 $ 7,189,837
Cost of sales 2,084,144 2,035,647 4,148,452 4,163,551
------------ ------------ ------------ ------------
Gross profit 1,708,443 1,566,458 3,286,523 3,026,286
------------ ------------ ------------ ------------
Operating expenses:
Selling 574,917 663,122 1,147,147 1,331,206
General and administrative 402,526 464,461 809,344 923,892
Research and development 364,299 358,655 675,878 749,752
Amortization 40,539 174,403 81,078 264,709
------------ ------------ ------------ ------------
Total operating expenses 1,382,281 1,660,641 2,713,447 3,269,559
------------ ------------ ------------ ------------
Income (loss) from operations 326,162 (94,183) 573,076 (243,273)
Interest expense, net (46,259) (26,338) (85,563) (63,320)
------------ ------------ ------------ ------------
Income (loss) before provision for income taxes 279,903 (120,521) 487,513 (306,593)
Provision for income taxes (4,122) (2,260) (8,058) (3,460)
------------ ------------ ------------ ------------
Income (loss) from continuing operations 275,781 (122,781) 479,455 (310,053)
Income (loss) from discontinued operations -- 37,941 -- (100,025)
------------ ------------ ------------ ------------
Net income (loss) $ 275,781 $ (84,840) $ 479,455 $ (410,078)
============ ============ ============ ============
Net income (loss) per common share:
Continuing operations $ .02 $ (.01) $ .04 $ (.02)
Discontinued operations -- -- -- (.01)
------------ ------------ ------------ ------------
Net income (loss) per share $ .02 $ (.01) $ .04 $ (.03)
============ ============ ============ ============
Weighted average shares outstanding 12,451,845 12,374,623 12,450,734 12,374,623
============ ============ ============ ============
</TABLE>
Note: The consolidated statements of operations for the three month and six
month periods ended June 30, 1998 have been restated for presentation purposes
to reflect the Company's discontinued operations relating to the Company's sale
of its Seasoning Division on August 25, 1998.
See accompanying notes.
-2-
<PAGE>
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in U.S. Dollars) (Unaudited)
<TABLE>
<CAPTION>
For the Six Months ended June 30,
---------------------------------
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 479,455 $ (410,078)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 155,226 578,254
Deferred rent 6,180 6,180
Changes in assets and liabilities:
Accounts receivable (933,388) (1,123,026)
Inventories 200,034 92,287
Prepaid expenses and other current assets (18,168) (18,273)
Other assets (29,047) (88,853)
Accounts payable (95,783) 1,048,852
Accrued expenses (132,356) (210,750)
----------- -----------
Net cash used in operating activities (367,847) (125,407)
----------- -----------
Cash flows from investing activities:
Purchase of fixed assets (48,859) (19,222)
Notes receivable (10,879) 8,355
----------- -----------
Net cash used in investing activities (59,738) (10,867)
----------- -----------
Cash flows from financing activities:
Proceeds from long-term debt 3,185,412 550,000
Repayment of long-term debt (2,802,275) (589,304)
Issuance of common stock 58,000 --
----------- -----------
Net cash provided by (used in) financing activities 441,137 (39,304)
----------- -----------
Increase (decrease) in cash 13,552 (175,578)
Cash and cash equivalents - beginning of period 317,034 582,972
----------- -----------
Cash and cash equivalents - end of period $ 330,586 $ 407,394
=========== ===========
</TABLE>
See accompanying notes.
-3-
<PAGE>
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
(Unaudited)
1. BASIS OF PRESENTATION
Technology Flavors & Fragrances, Inc. (the "Company") develops and
manufactures flavor and fragrance products used to provide or enhance flavors or
fragrances in a wide variety of consumer and industrial products.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB. 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, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month and six month periods ended June 30, 1999 are not
necessarily indicative of the results that may be expected for the full year
ending December 31, 1999. These unaudited consolidated financial statements
should be read in conjunction with the consolidated financial statements and
footnotes thereto included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1998.
The accompanying unaudited consolidated financial statements of the
Company for the three month and six month periods ended June 30, 1998 have been
restated for presentation purposes to reflect the Company's discontinued
operations relating to the sale of its Seasoning Division on August 25, 1998.
2. INVENTORIES
Components of inventories are summarized as follows:
June 30, 1999 December 31, 1998
------------- -----------------
Raw Materials $1,730,986 $1,718,553
Finished Goods 871,264 1,083,731
---------- ----------
$2,602,250 $2,802,284
========== ==========
3. EARNINGS PER SHARE
Basic net income (loss) per share is calculated using the weighted average
number of shares of common stock outstanding during the period. Diluted net
income per share for the three month and six month periods ended June 30, 1999
were calculated using the weighted average common and
-4-
<PAGE>
common equivalent shares that were outstanding during the periods. The effect of
common stock equivalents for the three month and six month periods ended June
30, 1999 had no effect on diluted net income per share and, accordingly, diluted
net income per share were not presented. For the three month and six month
periods ended June 30, 1998, the effect of common stock equivalents were
anti-dilutive, and thus, diluted net loss per share were not presented.
4. REVOLVING CREDIT FACILITY
On June 29, 1999, the Company entered into a Loan and Security Agreement
(the "Loan Agreement") with a lender providing for a three year $3,000,000
revolving credit facility (the "1999 Credit Facility"). Outstanding borrowings
under the 1999 Credit Facility will initially bear interest at a rate of three
quarters of one percent (0.75%) in excess of a prime lending rate, and will be
subject to certain adjustments based upon the Company's financial performance.
Additional borrowings under the 1999 Credit Facility are subject to certain
eligibility requirements relating to the Company's receivables and inventories
and the discretion of the lender. Outstanding borrowings are secured by
substantially all of the assets of the Company, including the Company's product
formulations. During the term of the 1999 Credit Facility, the Company must
comply with financial and other covenants contained in the Loan Agreement. At
June 30, 1999, approximately $2,012,000 was outstanding and $838,000 was
available for borrowings under the 1999 Credit Facility. At that date,
outstanding borrowings bore interest at 8.75% per annum.
-5-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
The following information for the three month and six month periods ended
June 30, 1999 and June 30, 1998 have been derived from the Company's unaudited
consolidated financial statements and should be read in conjunction with the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1998. The
information presented for the three month and six month periods ended June 30,
1998 have been restated for presentation purposes to reflect the Company's sale
of its Seasoning Division on August 25, 1998.
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
-------------------------------------- -------------------------------------
1999 1998 1999 1998
---------------- ----------------- ---------------- ----------------
(dollar amounts in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $3,793 100.0% $3,602 100.0% $7,435 100.0% $7,190 100.0%
Gross profit 1,708 45.0 1,566 43.5 3,287 44.2 3,026 42.1
Operating expenses:
Selling 575 15.1 663 18.4 1,147 15.4 1,331 18.5
General and administrative 402 10.6 464 12.9 810 10.9 924 12.9
Research and development 364 9.6 359 10.0 676 9.1 750 10.4
Amortization 41 1.1 174 4.8 81 1.1 264 3.7
Income (loss) from operations 326 8.6 (94) 2.6 573 7.7 (243) 3.4
Interest expense, net 46 1.3 27 .8 86 1.2 63 .9
Provision for income taxes 4 -- 2 -- 8 -- 4 --
Income (loss) from continuing
operations 276 7.3 (123) 3.4 479 6.5 (310) 4.3
Income (loss) from discontinued
operations -- -- 38 1.0 -- -- (100) 1.4
Net income (loss) 276 7.3 (85) 2.4 479 6.5 (410) 5.7
</TABLE>
Net sales. Net sales increased by $191,000, or 5.3%, to $3,793,000 for the
three months ended June 30, 1999 from $3,602,000 for the same period last year
and increased by $245,000 to $7,435,000 for the six months ended June 30, 1999
from $7,190,000 for the comparable six month period of 1998. The increases were
principally attributable to the launching of new beverage flavor products to new
and existing customers.
Gross profit. Gross profit, as a percentage of sales, improved to 45.0% on
sales of $3,793,000 for the three months ended June 30, 1999 as compared to
43.5% on sales of $3,602,000 for the same period last year and improved to 44.2%
on sales of $7,435,000 for the six months ended June 30, 1999 as compared to
42.1% on sales of $7,190,000 for the comparable six month period of 1998. The
increases in gross profit for the 1999 periods were due principally to higher
gross margins on new flavor products and favorable differences in product mix.
-6-
<PAGE>
Operating expenses:
Selling expenses. Selling expenses decreased by $88,000 to $575,000 for
the three months ended June 30, 1999 from $663,000 for the comparable 1998
period and decreased by $184,000 to $1,147,000 for the six months ended June 30,
1999 from $1,331,000 for the comparable six-month period of 1998. The decreases
were due principally to reductions in personnel, travel and entertainment and
occupancy costs under the Company's cost reduction program implemented in the
latter part of 1998.
General and administrative expenses. General and administrative expenses
decreased by $62,000 to $402,000 for the three months ended June 30, 1999 from
$464,000 for the comparable 1998 period and decreased by $114,000 to $810,000
for the six months ended June 30, 1999 from $924,000 for the comparable
six-month period of 1998. The decreases were due principally to reductions in
personnel and professional and consulting fees under the Company's cost
reduction program implemented during the latter part of 1998.
Research and development expenses. Research and development expenses for
the three months ended June 30, 1999 of $364,000 were consistent with the
comparable 1998 period of $359,000. For the six months ended June 30, 1999,
research and development expenses decreased by $74,000 to $676,000 as compared
to $750,000 for the six month period of 1998. The decrease is due principally to
the Company's cost reduction program implemented during the latter part of 1998,
partially offset by additional hirings of personnel and outside consulting
services during the second quarter of 1999.
Amortization expense. Amortization expense decreased by $133,000 to
$41,000 for the three months ended June 30, 1999 from $174,000 for the
comparable 1998 period and decreased by $183,000 to $81,000 for the comparable
six-month period of 1998. The decreases were principally attributable to the
write-down of $1,723,000 in intangible assets in September 1998.
Total operating expenses. Total operating expenses decreased by $278,000
to $1,382,000 for the three months ended June 30, 1999 from $1,660,000 for the
comparable period in 1998 and decreased by $556,000 to $2,713,000 for the
six-month period ended June 30, 1999 from $3,269,000 for the comparable
six-month period of 1998.
Interest expense, net. Interest expense increased by $19,000 to $46,000
for the three months ended June 30, 1999 from $27,000 for the comparable 1998
period and increased by $23,000 to $86,000 for the six month period ended June
30, 1999 from $63,000 for the comparable six-month period of 1998. The increases
were due to higher outstanding borrowings and higher interest rates on
outstanding borrowings during the 1999 periods. See "-Liquidity and Capital
Resources."
Provision for income taxes. Provision for income taxes represents state
franchise taxes. There is no federal income tax provision since the Company has
available net operating loss carryforwards.
-7-
<PAGE>
Income (loss) from continuing operations. Income (loss) from continuing
operations was $276,000 and $479,000 for the three month and six month periods
ended June 30, 1999 as compared to losses of $(123,000) and $(310,000) for the
comparable 1998 periods, respectively.
Income (loss) from discontinued operations. Income (loss) from
discontinued operations was $38,000 and $(100,000) for the three month and six
month periods ended June 30, 1998, respectively. There was no income or loss
from discontinued operations in 1999.
Net income (loss). Net income was $276,000 and $479,000 for the three
month and six month periods ended June 30, 1999 as compared to net losses of
$(85,000) and $(410,000) for the comparable 1998 periods, respectively.
Liquidity and Capital Resources
During the six month period ended June 30, 1999, cash used in operating
activities amounted to $368,000 as compared to $125,000 for the six months ended
June 30, 1998. Working capital at June 30, 1999 was $2,389,000 as compared to
$1,799,000 at December 31, 1998. The outstanding balances of the Company's
Credit Facility of $2,012,000 at June 30, 1999 and $1,613,000 at December 31,
1998 are being classified as a current liability.
Historically, the Company's financing needs have been met through
issuances of equity and debt securities. On October 16, 1997, the Company
entered into a credit facility with a bank which provided for a $6,000,000
revolving credit facility and a $750,000 term loan facility (the "1997 Credit
Facility"). Outstanding borrowings under the 1997 Credit Facility initially bore
interest at the Company's option at the London Interbank Offered Rate ("LIBOR")
plus 2.5% or one-half of 1% above the bank's prime rate. Outstanding borrowings
were collateralized by substantially all of the assets of the Company and were
subject to eligibility requirements relating to the Company's receivables and
inventories. In March 1998, the Company and the lender under the 1997 Credit
Facility entered into a waiver and amendment agreement (the "1998 Amendment")
which waived compliance by the Company with certain financial covenants violated
by the Company in December 1997 and amended certain financial covenants for 1998
and beyond. In August 1998, the lender waived compliance by the Company with
respect to certain financial covenants violated by the Company in June 1998.
On August 25, 1998, the Company sold substantially all of the assets and
certain liabilities relating to its Seasoning Division. The net cash proceeds
from the sale of the Seasoning Division of approximately $4,000,000, after
deducting closing costs, was used to pay down the Company's remaining
outstanding term loan balance under the 1997 Credit Facility of $637,500 and a
portion of the outstanding revolving loans under the 1997 Credit Facility. In
connection with the Company's sale of the Seasoning Division, the lender: (a)
reduced the maximum borrowings available to the Company under the 1997 Credit
Facility from $6,750,000 to $2,750,000, (b) eliminated two financial covenants
and modified two other financial covenants, and (c) increased the lending rate
on outstanding borrowings to LIBOR plus 375 basis points, or 1% above the bank's
prime rate, at the Company's option. On March 1, 1999, the Company and the
lender under the 1997 Credit Facility entered into an amendment (the "1999
Amendment") which extended the maturity date of the 1997 Credit Facility from
March 31, 1999 to June 30, 1999. Pursuant to the 1999 Amendment, the lending
rate was increased to 2.5% above the bank's prime rate and the Company was
required to pay $15,000 to the bank.
-8-
<PAGE>
On June 29, 1999, the Company entered into the Loan Agreement for the 1999
Credit Facility with a new lender providing for a three year $3,000,000
revolving credit facility. Outstanding borrowings under the 1999 Credit Facility
bear interest initially at a rate of three quarters of one percent (0.75%) in
excess of a prime lending rate, and is subject to certain adjustments based upon
the Company's financial performance. Additional borrowings under the 1999 Credit
Facility are subject to certain eligibility requirements relating to the
Company's receivables and inventories and the discretion of the lender.
Outstanding borrowings are secured by substantially all of the assets of the
Company, including the Company's product formulations. During the term of the
1999 Credit Facility, the Company must comply with financial and other covenants
contained in the Loan Agreement. At June 30, 1999, approximately $2,012,000 was
outstanding under the 1999 Credit Facility and approximately $838,000 was
available for future borrowings. At June 30, 1999, outstanding borrowings bore
interest at the rate of 8.75% per annum.
Year 2000 Compliance
The Year 2000 presents potential concerns for business and consumer
computing. The consequences of this issue may include systems failures and
business process interruption. It may also include additional business and
competitive differentiation. In addition to the well-known calculation problems
with the use of 2-digit date formats as the year changes from 1999 to 2000, the
Year 2000 is a special case leap year which may cause similar problems in many
systems unless remediated.
In 1997, the Company developed a plan with respect to evaluating and
upgrading its information and non-information technology systems (collectively,
"Information Systems") so that its systems would be Year 2000 compliant. During
the latter part of 1997, the Company's management information systems personnel
performed a comprehensive review and assessment of the Information Systems to
verify that they were Year 2000 compliant. In connection with such review, the
Company found certain minor software applications to be non-Year 2000 compliant.
In response to such findings, the Company upgraded its software and conducted
several tests, the results of which indicate that the Company's Information
Systems are now Year 2000 compliant. The historical and currently projected
costs relating to these upgrades and the testing for Year 2000 compliance are
not material, and were and will be expensed as incurred.
The Company is currently making inquiries of its major suppliers and
customers to receive assurances that they are Year 2000 compliant. The Company
believes that it will complete this review by the end of the third quarter of
1999. There can be no assurance that the Company will not be adversely affected
by unanticipated Year 2000 issues, including the failure of a material supplier
or customer to become Year 2000 compliant.
The Company has not developed a "worst case" scenario with respect to Year
2000 issues, and has no Year 2000 contingency plan other than to conduct
business with alternative suppliers identified by the Company as Year 2000
compliant, with whom the Company already conducts business.
-9-
<PAGE>
If the Company or third parties with whom it has relationships were to
cease or not successfully complete Year 2000 remediation efforts, the Company
could encounter disruptions in its business. The Company believes that such
disruptions would not have a material adverse effect on its business, financial
condition and results of operations. However, the Company could be materially
and adversely impacted by widespread economic or financial market disruption, or
by the Year 2000 computer system failures of third parties that may generally
occur as a result of the Year 2000 issues.
-10-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
On June 24, 1999, the Company granted to each of its directors stock
options under its 1996 and 1999 Stock Option Plans for the purchase of
an aggregate of 300,000 shares of Common Stock at an exercise price of
$1.47 per share, the market price of the Common Stock on the date of the
grant. Such options vested immediately and expire ten years from the
date of the grant. On June 24, 1999, the Company also granted to two of
its executive officers stock options under its 1999 Stock Option Plan
for the purchase of an aggregate of 200,000 shares of Common Stock at an
exercise price of $1.62 per share representing 110% of the market price
of the Common Stock on the date of the grant. Such options vest in equal
annual installments over a three year period and expire five years from
the date of the grant. These option grants were made in reliance upon an
exemption from the registration provisions of the Securities Act of
1933, as amended (the "Securities Act"), set forth in Section 4(2)
thereof as transactions by an issuer not involving any public offering.
On June 29, 1999, a former director of the Company exercised options to
purchase 100,000 shares of Common Stock at an exercise price of $0.58
per share, or an aggregate of $58,000. The sale of such shares of Common
Stock by the Company upon payment of the exercise price therefor was
made in reliance upon an exemption from the registration provisions of
the Securities Act set forth in Section 4(2) thereof as a transaction by
an issuer not involving any public offering.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
On June 24, 1999, the Company held an annual and special meeting of
stockholders (the "Annual Meeting"). The proposals voted upon at the
Annual Meeting and the results with respect to each proposal are set
forth below:
Proposals Voted Upon at Annual Meeting
1. To elect five directors to serve for a term of one year and until their
respective successors are duly elected and qualified.
2. To approve the adoption of the Company's 1999 Stock Option Plan, which
provides for the grant of options to purchase up to 1,000,000 shares of
the Company's common stock, par value $.01 per share, to employees,
officers, directors and other persons related to the Company.
3. To ratify the appointment by the Company's Board of Directors of Ernst &
Young LLP as independent auditors of the Company for the year ending
December 31, 1999, and to authorize the Board of Directors to fix their
remuneration.
-11-
<PAGE>
<TABLE>
<CAPTION>
Proposals Abstain/Not
- --------- For Against Voting
--------- ------- ---------
<S> <C> <C> <C>
No. 1 (Election of Directors)
Philip Rosner .............................. 6,160,409 0 96,982
A. Gary Frumberg ........................... 5,960,109 0 297,282
Sean Deson ................................. 6,161,109 0 96,282
Werner F. Hiller ........................... 6,161,109 0 96,282
Irwin D. Simon ............................. 6,160,609 0 96,782
No. 2 (1999 Stock Option Plan)................. 1,165,366 233,483 7,601,268
No. 3 (Appointment of Ernst & Young LLP)....... 6,057,709 196,432 3,250
</TABLE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
Exhibit 27.1 Financial Data Schedule
b) Reports on Form 8-K
The Company filed a Form 8-K on July 16, 1999 with respect to
entering into a Loan and Security Agreement on June 29, 1999 with a
lender providing for a three year $3,000,000 revolving credit
facility.
-12-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: August 9, 1999
TECHNOLOGY FLAVORS & FRAGRANCES, INC.
By /s/ Joseph A. Gemmo
-------------------------------------------------
Joseph A. Gemmo
Vice President and Chief Financial Officer
(Principal Financial Officer and Officer Duly
Authorized to Sign on Behalf of Registrant)
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Appendix A to Item 601(c) of Regulation S-B
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 330,586
<SECURITIES> 0
<RECEIVABLES> 3,695,117
<ALLOWANCES> 235,000
<INVENTORY> 2,602,250
<CURRENT-ASSETS> 6,443,878
<PP&E> 2,270,452
<DEPRECIATION> 1,691,231
<TOTAL-ASSETS> 8,731,394
<CURRENT-LIABILITIES> 4,054,438
<BONDS> 21,409
0
0
<COMMON> 125,496
<OTHER-SE> 4,202,144
<TOTAL-LIABILITY-AND-EQUITY> 8,731,394
<SALES> 7,434,975
<TOTAL-REVENUES> 7,434,975
<CGS> 4,148,452
<TOTAL-COSTS> 2,713,447
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 85,563
<INCOME-PRETAX> 487,513
<INCOME-TAX> 8,058
<INCOME-CONTINUING> 479,455
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 479,455
<EPS-BASIC> .04
<EPS-DILUTED> .04
</TABLE>
