UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended March 31, 1997
Commission File Number 0-21369
VITECH AMERICA, INC
(Exact name of registrant as specified in its charter)
FLORIDA 65 041 9086
(State of incorporation) (I.R.S. Employer ID No.)
8807 Northwest 23 Street
Miami, Florida 33172-2419
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code: (305) 477-1161
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 ___
As of May 14, 1997 there were 10,726,457 shares of the Common Stock of
the Company, no par value, outstanding.
<PAGE>
I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
VITECH AMERICA, INC.
BALANCE SHEET
(UNAUDITED)
Assets
MARCH 31, 1997 DECEMBER 31, 1996
-------------- -----------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 1,669,582 $ 1,757,731
Accounts receivable 32,986,445 28,430,066
Inventories 15,325,294 11,394,477
Deferred tax assets 388,122 --
Due from officers -- 72,212
Other current assets 1,143,699 304,955
----------- -----------
Total current assets 51,513,142 41,959,441
Property and equipment, net 5,198,798 4,518,024
Land held for development 773,411 770,192
Other assets 105,837 128,929
----------- -----------
Total assets $57,591,188 $47,376,586
=========== ===========
Liabilities and Shareholders' Equity
Current liabilities
Trade accounts payable $ 5,841,499 $ 2,545,834
Accrued expenses 256,061 393,513
Due to officers 528,083 --
Sales tax payable 706,499 604,341
Income tax payable 626,890 729,048
Notes payable - related party 5,000,000 5,000,000
Current maturities of long-term debt 118,354 117,030
Short-term debt 5,574,532 696,270
----------- -----------
Total current liabilities 18,651,918 10,086,036
Long-term liabilities
Income and sales tax payable 569,596 703,075
Loans payable 1,007,337 1,054,292
----------- -----------
Total long-term liabilities 1,576,933 1,757,367
----------- -----------
Total Liabilities 20,228,851 11,843,403
Shareholders' equity
Preferred stock, no par value, 3,000,000 shares
authorized, no shares issued -- --
Common stock, no par value, 30,000,000 shares authorized,
10,726,457 and 8,000,000 shares issued and outstanding 20,243,903 20,203,903
Retained earnings 17,118,434 15,329,280
----------- -----------
Total shareholders' equity 37,362,337 35,533,183
----------- -----------
Total liabilities and shareholders' equity $57,591,188 $47,376,586
=========== ===========
</TABLE>
See notes to financial statements
2
<PAGE>
<TABLE>
<CAPTION>
VITECH AMERICA, INC.
STATEMENT OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
------------------
MARCH 31, 1997 MARCH 31, 1996
-------------- --------------
<S> <C> <C>
Net Sales (including $8,066,878 to an affiliate
in the three months of 1996) $16,994,562 $11,705,127
Cost of sales 12,026,629 8,598,250
----------- -----------
Gross profit 4,967,933 3,106,877
Selling, general and administrative expenses 2,441,897 1,192,940
----------- -----------
Income from operations 2,526,036 1,913,937
Other expenses:
Discount on sale of receivables -- 308,179
Interest Expense 379,282 261,983
Foreign currency exchange losses 230,991 178,920
----------- -----------
Income before taxes 1,915,763 1,164,855
Provision for income taxes 126,609 125,826
----------- -----------
Net income $ 1,789,154 $ 1,039,029
=========== ===========
Weighted average shares and share equivalents
outstanding 10,749,753 8,503,853
Net income per common and common share equivalent $ 0.17 $ 0.12
</TABLE>
See notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
VITECH AMERICA, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
------------------
MARCH 31, 1997 MARCH 31, 1996
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,789,154 $ 1,039,029
Adjustments to reconcile net income to net cash provided
operating activities:
Depreciation 176,424 38,699
Provision for doubtful accounts 206,125 --
Changes in assets and liabilities:
Accounts receivable (4,762,503) 6,762,526
Inventories (3,930,816) (3,064,439)
Deferred tax asset (388,122) --
Due from officer 72,212 --
Other assets (815,652) (78,951)
Trade accounts payable 3,295,665 (1,936,106)
Accrued expenses (137,452) (17,178)
Due to officer 528,083 (83,298)
Income and other taxes payable -- --
----------- -----------
Total adjustments (5,756,036) 1,621,253
----------- -----------
Net cash provided/(used) by operating activities (3,966,882) 2,660,282
----------- -----------
Cash flows (used) by investing activities:
Purchase of property and equipment (857,200) (1,235,168)
Investment (3,219) --
----------- -----------
Net cash used in investing activities (860,419) (1,235,168)
Cash flows from financing activities:
Net proceeds under short-term debt 4,879,586 (566,837)
Net proceeds under long-term debt (46,955)
Net proceeds of income and sales tax payable (133,479) 341,930
Net proceeds from note payble - related party -- (300,000)
Proceed from issuance of common stock 40,000 --
----------- -----------
Net cash provided by financing activities 4,739,152 (524,907)
----------- -----------
Net increase in cash and cash equivalents (88,149) 900,207
Cash and cash equivalents - beginning of period 1,757,731 115,925
----------- -----------
Cash and cash equivalents - end of period $ 1,669,582 $ 1,016,132
=========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE>
VITECH AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Vitech America, Inc. (the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information. In the opinion of management, all
adjustments necessary for a fair presentation of the interim financial
statements have been included, and all adjustments are of a normal and recurring
nature. The financial statements as of and for the interim period ended March
31, 1997 should be read in conjunction with the Company's financial statements
as of and for the year ended December 31, 1996, which are included in the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission. Operating results for the three months ended March 31, 1997 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1997. The preparation of the consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that effect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities, and the reported
amounts of revenues and expenses during the reported period. Actual results
could differ from those estimates.
The financial statements for 1997 and 1996 include the accounts of the Company
and its subsidiary, Bahiatech -Bahia Tecnologia, Ltda. All of the Company's
sales are concentrated in Brazil, with approximately 32% to one customer for the
three months ended March 31, 1997. During the three months ended March 31, 1996,
the Company had $8,066,878 in sales to Vitoria Tecnologia S.A., an affiliate
through common ownership.
NOTE 2 - INVENTORIES
Inventories as of March 31, 1997 consisted of the following:
MARCH 31, 1997
--------------
Finished goods $ 1,282,438
Components 10,468,827
Consigned inventories 3,574,029
---------------
Total inventories $ 15,325,294
===============
NOTE 3 - OTHER CURRENT ASSETS
As of March 31, 1997, included in other current assets was a receivable in the
amount of $791,594 from Vitoria Tecnologia S.A., an affiliate through common
ownership. Such receivable was due to the Company for warranty and other
services performed.
NOTE 4 - NOTE PAYABLE - RELATED PARTY
At March 31, 1997, the Company had a note payable, dated December 17, 1996, to
Georges C. St. Laurent, Jr. ("GSL Jr."), the father of Georges C. St. Laurent
III, the Chairman of the Board and CEO, and William St. Laurent, the President
and COO. Such note bears an annual interest rate of 20% and has a term of 180
days.
5
<PAGE>
NOTE 5 - SHORT-TERM DEBT
Short-term debt consisted of the following at March 31, 1997:
MARCH 31, 1997
--------------
Various bank lines-of-credit and other short-term
borrowings due banks at interest rates ranging from
2.5% to 3% per month and maturing on a revolving basis $ 4,670,193
Working capital line-of-credit bearing an annual
interest rate of 8.5% 200,000
Bank loans payable (resulting from discounted
accounts receivable) bearing an average
interest rate of 3% per month 704,339
-------------
Total $ 5,574,532
=============
NOTE 6 - SHAREHOLDERS' EQUITY
On March 27, 1997, the Company issued 4,000 shares of common stock as the result
of the exercise of 4,000 warrants. Such warrants were issued in a private
placement that the Company completed on August 30, 1996 and were exercised at a
price of $10 per common share.
NOTE 7 - PER SHARE INFORMATION
Per share information is based on the weighted average of common shares and
common equivalent shares outstanding during each period. During the three months
ended March 31, 1997, the weighted average number of common equivalent shares
consisted of 27,296 warrants for common shares. During the three month period
ended March 31, 1996, the weighted average number of common equivalent shares
resulted from the assumed conversion of a $2,000,000 promissory note issued in
May of 1995. Such note was payable to GSL Jr. and was convertible into 5.925% of
the outstanding common stock of the Company. Fully diluted earnings per common
and common equivalent shares are not presented as such amounts are the same as
primary earnings per share.
NOTE 8 - SUBSEQUENT EVENTS
NOTE PAYABLE - RELATED PARTY
On April 10, 1997, the Company borrowed $5,000,000 at an annual interest rate of
20% and a term of 180 days from GSL Jr. The loan is evidenced by a note payable
and is secured by certain assets of the Company. The proceeds of the loan are to
be used for general corporate and working capital purposes.
STOCK OPTIONS
On April 10, 1997, the Company granted options purchase 45,843 shares of the
Company's common stock to GSL Jr. Such options were granted in connection with
consulting services for the Company. The options are exercisable for a five year
period and have an exercise price of $12 per share. The options were issued
pursuant to the provisions of the Company's 1996 Stock Option Plan.
6
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE
INFORMATION CONTAINED IN THE CONSOLIDATED FINANCIAL STATEMENTS AND THE NOTES
THERETO APPEARING ELSEWHERE IN THIS REPORT.
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated certain line
items from the Company's statement of operations as a percentage of the
Company's consolidated revenues:
THREE MONTHS ENDED
------------------
MARCH 31, 1997 MARCH 31, 1996
-------------- --------------
Sales 100% 100%
Cost of sales 70.8 73.5
Gross profit 29.2 26.5
Selling, general and administrative expenses 14.4 10.2
Income from operations 14.9 16.4
Interest and financing expense 2.2 4.9
Net Income 10.5 8.9
Sales increased by $5,289,435, or approximately 45% to $16,994,562 for
the first quarter of 1997 as compared to $11,705,127 for the first quarter of
1996. Such increase in sales was primarily attributable to the expansion of the
Company's end-user sales strategy. As of March 31, 1997, the Company had
included in its primary direct distribution channel: a direct corporate sales
force marketing work stations, servers and networking products direct to
corporate customers; a national network of approximately 80 sales agents that
enable the Company to attain a direct relationship with the end-user while
serving as regional hubs carrying inventory, providing technical support,
warranty services and participating in Company marketing promotions; and a
national sales consultant program which the Company started during the first
quarter of 1997. Such sales consultant program consists of independent sales
agents who market the Company's products direct to end-users. As of March 31,
1997, the Company had approximately 180 consultants in the program and had an
additional 240 in training. Direct sales to end-users through these channels
accounted for approximately 54% of sales for the first quarter of 1997 as
compared to less than 30% for the first quarter of 1996.
Cost of sales during the first quarter of 1997 were $12,026,629,
representing 70.8% of the sales during the period, as compared to $8,598,250 for
the first quarter of 1996, representing 73.5% of sales for the period. The
decrease in cost of sales as a percentage of sales during the first quarter of
1997, when compared to the first quarter of 1996, was primarily attributable to
the expansion of the Company's end-user sales strategy which has provided the
Company with better control over its margins.
Selling, general, and administrative expenses increased by $1,248,957,
or approximately 105% to $2,441,897 for the first quarter of 1997 as compared to
$1,192,940 for the first quarter of 1996. Such increase was primarily
attributable to the increased costs associated with expanding the Company's
manufacturing capacity in Brazil as well as the increase in operating expenses
to meet the demands of the Company's growth. Selling, general, and
administrative expense as a percentage of sales was 14.4% for
7
<PAGE>
the first quarter of 1996, compared to 10.2% for the first quarter of 1996. This
increase in the selling, general, and administrative expense as a percentage of
sales was primarily attributable to the Company expanding its operations to meet
the Company's expected demand for the year. Also contributing to the increase in
selling, general, and administrative expenses as a percentage of sales was the
increased marketing expenditures associated with the Company's end-user sales
strategy.
Income from operations increased by $612,099, or approximately 32%, to
$2,526,036 for the first quarter of 1997 as compared to $1,913,937 for the first
quarter of 1996. Such increase was primarily attributable to the aforementioned
increase in sales and the decrease in cost of sales as a percentage of sales
which more than offset the increase in selling, general, and administrative
expenses. Income from operations as a percentage of sales decreased to 14.9% for
the first quarter of 1997 from 16.4% for the first quarter of 1996. This
decrease was primarily attributable to the aforementioned increase in selling,
general, and administrative expenses as a percentage of sales.
Interest and financing expense decreased by $190,880, or approximately
33%, to $379,282 for the first quarter of 1997 as compared to $570,162 for the
first quarter of 1996. This decrease was primarily attributable to the Company's
use of equity financing from its initial public offering in November of 1996 to
support its working capital needs. Also contributing to the decrease was the
reduction in the Company's cost of debt financing.
Net income increased by $750,125, or approximately 72%, to $1,789,154
for the first quarter of 1997 as compared to $1,039,029 for the first quarter of
1996. The increase in net income was primarily attributable to the
aforementioned increase in income from operations and the reduction in interest
and financing expense. Net income as a percentage of sales increased to 10.5%
for the first quarter of 1997 from 8.9% for the first quarter of 1996. This
increase was primarily attributable to the reduction in interest and financing
expense as a percentage of sales which more than offset the decrease in income
from operations as a percentage of sales.
Net income per common and common share equivalent increased by $0.05,
or approximately 42%, to $0.17 for the first quarter of 1997 as compared to
$0.12 for the first quarter of 1996. The percentage increase in net income per
common and common share equivalent was less that the percentage increase in net
income primarily because of the dilution presented by the additional shares
issued in the Company's initial public offering in November of 1996.
During the first quarter of 1997, the Company experienced a foreign
currency exchange loss of $230,991 from the settlement of certain receivables
and payables denominated in the Brazilian Real and the translation of financial
statements from the Real to the U.S. Dollar as compared to $178,920 during the
first quarter of 1996. At March 31, 1997, the Company had a net exposure to
currency fluctuations of approximately $25,800,000 consisting primarily of
accounts receivable denominated in Real less payables denominated in the Real.
HEDGING ACTIVITIES
Although the Company's financial statements are presented in U.S.
dollars in accordance with generally accepted accounting principles, the
Company's transactions are consummated in both the Brazilian Real and the U.S.
dollar. Inflation and devaluation have had, and may continue to have, an effect
on the Company's results of operations and financial condition. Although the
Company had used Brazilian Real futures and options contracts during 1996, in an
effort to hedge against currency risks, its highest coverage at any one time had
only met 20% of its exposure, consisting of accounts receivable denominated in
Reals, net of accounts payable and other current liabilities denominated in
Reals. Currently, the
8
<PAGE>
Company is not engaged in any hedging activities, however, the Company is
constantly monitoring its exposure to currency risks and plans to use hedging
activities to offset currency risks as it deems appropriate. Accordingly, any
significant devaluation of the Real relative to the U.S. dollar could have a
material adverse effect on the Company's operating results.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements have been to fund increased
levels of inventories and accounts receivable. Up to the Company's initial
public offering in November of 1996, the Company had historically satisfied its
working capital requirements through cash flow from operations and debt
financing. On November 7, 1996, the Company completed an initial public offering
of securities issuing 2,115,500 shares of the Company's common stock, no par
value, for $10.00 per share. Such offering provided the Company with net
proceeds of approximately $18,000,000 which were used to expand inventory, to
expand consumer financing operations, to expand marketing activities, to repay
indebtedness, to increase manufacturing capacity, and for general working
capital purposes.
At March 31, 1997, the Company had a working capital surplus of
$32,861,224 compared to $31,873,406 at December 31, 1996. This increase in
working capital was primarily attributable to the increased levels of accounts
receivable associated with the Company's 10X consumer financing program and the
increased levels of inventory which more than offset the increases in trade
accounts payable and short-term debt.
At March 31, 1997, other current assets of the Company contained a
receivable in the amount of approximately $792,000 from Vitoria Tecnologia S.A.,
a company owned by William St. Laurent, the President and COO of the Company.
Such receivable was due the Company for warranty and other services rendered on
behalf of Vitoria. As of the date of this report, approximately $500,000 of such
receivable has been paid to the Company. The Company believes that those
services were provided on terms no less favorable than those that could be
obtained from unrelated third parties.
Net cash used by operating activities for the first quarter of 1997 was
$3,966,882 as compared to $2,660,282 in cash provided by operating activities
during the first quarter of 1996. The increase in cash used was primarily
attributable to the increases in accounts receivable and inventories which more
than offset the increase in trade accounts payable.
Net cash used in investing activities was $860,419 for the first
quarter of 1997. Such use of cash was primarily related to the purchase of
production equipment associated with the expansion of the Company's
manufacturing capacity and the purchase of computer equipment for the Company's
management information system. Net cash provided from financing activities was
$4,739,152 for the first quarter of 1997 and resulted primarily from short-term
borrowings at various banks in Brazil.
The Company has a line of credit in the amount of $1,200,000 with
Eastern National Bank in Miami, Florida, with which the Company maintains its
primary banking relationship. $200,000 of such line is a working capital line
and $1 million is a trade finance line used to support letter of credits which
the Company may issue to secure purchase obligations. The trade finance lines
require the Company to provide a cash deposit equal to 30% of each letter of
credit. The credit agreement is secured by a lien of certain property owned by
the Company. As of March 31, 1997, there was $200,000 owing under such facility.
As of March 31, 1997, the Company had $5,373,532 in short-term
borrowings from various banks in Brazil with rates of interest from 2.5% to 3%
per month and maturing on a revolving basis. Approximately $700,000 of such
borrowings resulted from the discounting of accounts receivable. As of
9
<PAGE>
March 31, 1997, the Company had available approximately $4,500,000 in unused
credit facilities at various banks in Brazil.
During March of 1997, Georges C. St. Laurent III, the Company's
Chairman of the Board and CEO, advanced to the Company $600,000 in funds to be
used for general working capital purposes. Such loan is payable to Mr. St.
Laurent upon demand and bears interest at the rate of 1% per month.
On December 17, 1996, the Company borrowed $5 million at an annual
interest rate of 20% and a term of 180 days from Georges C. St. Laurent, Jr.,
the father of Georges C. St. Laurent III, the Company's CEO, and William St.
Laurent, the Company's President. On April 10, 1997, the Company borrowed an
additional $5,000,000 from Georges C. St. Laurent, Jr. at an annual interest
rate of 20% and a term of 180 days. The term of both of these notes may be
extended by the mutual agreement of both parties. The proceeds from such loans
are being used for general corporate and working capital purposes.
The Company has begun the development of a new 70,000 square foot
manufacturing plant and administrative center in Ilheus, Brazil. In connection
with the development thereof, the Company has secured a $3.4 million loan from
the Development Bank of the State of Bahia to fund the development of such
facility. The loan facility comprises of a working capital line of credit of
approximately $785,000 and a construction loan credit facility of approximately
$2,619,000. The working capital line of credit may be drawn upon substantial
completion of the new plant but no later than June, 1997 and bears interest at
the Central Bank of Brazil rate for long-term debt plus 7% (at March 31, 1997
approximately 18%). The construction loan credit facility is available in
installments through 1997 and bears interest at the Central Bank of Brazil rate
for long-term debt plus 4% (at March 31, 1997 approximating 15%). In March 1998,
the amounts outstanding on the working capital line of credit and construction
loan credit facility convert into a term loan requiring forty-eight monthly
installments of principal plus interest due February 15, 2002. The credit
facilities are guaranteed by a first mortgage lien on the new plant, a lien on
land held for development located in Ilheus, Bahia and the personal guarantees
of the two principal officers of the Company. As of March 31, 1997,
approximately $805,000 had been borrowed under such loan commitment.
In addition to the development of the production facility discussed
above, the Company plans to spend approximately $4.5 million in capital
expenditures for 1997, relating primarily to the purchase of equipment to expand
production capacity and the acquisition of computer equipment and software for
the Company's management information system. The Company believes that its cash
flow from operations and its existing and contemplated sources of financing will
be sufficient to fund its planned 1997 capital expenditures.
The Company has engaged Wasserstein Perella Emerging Markets L.P. to
arrange and manage a receivables-based debt facility for up to $50 million. The
debt facility will be tied to the Company's accounts receivables in Brazil and
the proceeds will be used for general corporate and working capital purposes.
The specific terms of such facility have not yet been determined. While the
Company believes that this facility will be useful in helping the Company
achieve its goals, there can be no assurance that such facility will be used by
the Company or that it will become available at all.
The Company has had success in creating good relations with suppliers
which are interested in entering into the Brazilian market. The Company has
provided an opportunity to enter the Brazilian technology sales channel to these
suppliers who have willingly offered favorable terms to the Company. The
increase in supplier credit has allowed the Company to diversify its product
line as well as increase sales. Average days outstanding on accounts payable
balances to suppliers has been in excess of 50 days
10
<PAGE>
when compared to industry averages of 30 days or less. The Company has continued
to develop these key strategic relationships as a means to fortify its product
offering and support growth.
Based on the Company's operating plan, the Company believes that the
projected cash flows from operations and the existing and contemplated sources
of financing will be sufficient to satisfy its capital requirements for 1997.
Such belief is based on certain assumptions and there can be no assurance that
such assumptions are correct. Accordingly, there can be no assurance that such
resources will be sufficient to satisfy the Company's capital requirements for
such period or that the Company will be able to obtain additional capital on a
timely basis, on favorable terms, or at all.
Statements contained in this report that are not based on historical
fact are "forward-looking statements" within the meaning of the private
securities litigation reform act of 1995. Forward-looking statements may be
identified by the use of forward looking terminology such as "may," "will,"
"expect," "believe," "estimate," "anticipate," "continue," or similar terms or
variations of those terms or the negative of those terms. There are many factors
that affect the Company's business and the results of its operations and may
cause the actual results of operations in future periods to differ materially
from those currently expected or desired. These factors include, but are not
limited to: receipt and fulfillment of expected orders, changes in general
business and economic conditions, the growth of segments in which the Company
operates, market volatility; the effectiveness of price and other competition
faced by the Company; the market acceptance of the Company's products and the
timing of such acceptance; the change in customers' buying patterns; changes in
the Company's sales practice; the raising of capital and other important
factors.
11
<PAGE>
II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON 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) Exhibits required by item 601 of Regulation S-K
The following exhibits are filed as part of this report:
Exhibits:
(10.12) Loan Agreement between the Company and Georges St. Laurent,
Jr. dated April 10, 1997.
(27.1) Financial Data Schedule
(b) Reports on Form 8-K.
None.
SIGNATURE
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.
Vitech America, Inc.
By: /s/ MITCHELL E. ASHER
----------------------
Mitchell E. Asher
Vice President and Chief Financial Officer
(authorized officer and chief accounting officer)
Date: May 14, 1997
12
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
- ------- ----
(10.12) Loan Agreement between the Company and Georges St. Laurent, Jr.
dated April 10, 1997.
(27.1) Financial Data Schedule
EXHIBIT 10.12
LOAN AGREEMENT BETWEEN THE COMPANY AND GEORGES ST. LAURENT, JR.
DATED APRIL 10, 1997
LOAN AGREEMENT
This Loan Agreement (the "Agreement") is made and entered into this 10th day of
April, 1997, by and between Georges C. St. Laurent, Jr. (the "Lender"), residing
at 51155 Dubois Drive, Vancouver, WA 98661, and Vitech America, Inc. (the
"Borrower"), a Florida Corporation.
Recitals:
A. Borrower has requested Lender to make a loan in the principal amount of
$5,000,000, the proceeds of which shall be utilized by the Borrower for general
corporate and working capital purposes.
B. The loan will be evidenced by a certain Promissory Note (the "Note") dated of
even date herewith executed by the Borrower in favor of the Lender. The Loan is
secured by and subject to the instruments described in the Collateral Agreement.
C. The Lender is willing to make the loan to the Borrower as described above
upon and subject to the terms and conditions hereinafter set forth.
AMOUNT AND GENERAL TERMS OF THE LOAN
1. THE LOAN. Borrower agrees to borrow from Lender, and Lender agrees to advance
to Borrower, the principal amount of Five Million Dollars ($5,000,000) to be
used for general corporate and working capital purposes.
2. TERM. The term of the loan will be for 180 days from the date of this
agreement. The Loan may be renewed by the mutual agreement of both parties.
3. PROMISSORY NOTE. In addition to being evidenced by this Agreement, Borrower's
obligation to repay the Loan shall be further evidenced by the Note. The Note
will bear interest and be payable in accordance with the terms of the Note.
4. COLLATERAL. The loan will be secured by the assets described in the attached
Collateral Agreement.
In witness whereof, the parties hereto have executed this Loan Agreement as of
the day and year first above written.
Vitech America, Inc. (the "Borrower") Georges C. St. Laurent, Jr. (the "Lender")
By: /s/ MITCHELL E. ASHER /s/ GEORGES C. ST. LAURENT, JR.
------------------------- -------------------------------
Mitchell E. Asher Georges C. St. Laurent, Jr.
Its: Vice President and Corporate Treasurer
13
<PAGE>
PROMISSORY NOTE
1. DATE AND PARTIES. The date of this Promissory Note ("the Note") is April 10,
1997. This Note is evidence of a loan as described in the Loan Agreement. The
parties to this Note and Loan are:
Borrower: Vitech America, Inc.
A Florida Corporation
8807 Northwest 23 Street
Miami, FL 33172
Lender: Georges C. St. Laurent, Jr.
5115 Dubois Drive
Vancouver, WA 98661
2. PROMISE TO PAY. For value received, Borrower promises to pay the Lender the
Principal sum of Five Million Dollars ($5,000,000) plus interest from the date
of disbursement on the unpaid principal balance at an annual rate of twenty
percent (20%). Interest shall accrue only on the amount of outstanding Principal
that is unpaid. Interest payments shall be paid monthly and be due on the 10th
day of the following month. Monthly interest payments will be calculated using
an annual 20% simple interest rate based upon the daily outstanding balance
unpaid during such period.
3. TERM OF NOTE. This Note shall mature on 180 days from the date of this Note.
At such time, the Principal and any accrued and unpaid interest shall be due.
The term of this Note may be extended by the mutual agreement of both parties.
4. PREPAYMENT. The Borrower may prepay this Loan at any time during the term of
such Loan without penalty.
Vitech America, Inc.
By: /s/ MITCHELL E. ASHER
---------------------
Mitchell E. Asher
Its: Vice President and Corporate Treasurer
14
<PAGE>
COLLATERAL AGREEMENT
1. DATE AND PARTIES. The date of this Collateral Agreement is April 10, 1997.
This Collateral Agreement is made in connection the Loan Agreement made on April
10, 1997. The parties to this Collateral Agreement and the Loan Agreement are:
Borrower: Vitech America, Inc.
A Florida Corporation
8807 Northwest 23 Street
Miami, FL 33172
Lender: Georges C. St. Laurent, Jr.
5115 Dubois Drive
Vancouver, WA 98661
2. ASSIGNMENT. The Borrower does hereby agree to assign to the Lender a security
interest in its consumer financing receivables due to Vitech America, Inc.
and/or its Subsidiary under its "10X Consumer Finance Program" (the
"Collateral") as security for the payment for the obligations under the Loan
Agreement relating to a loan in the principal amount of $5,000,000. The Lender
agrees to release the security interest in the Collateral upon fulfillment of
all of the obligations under the Loan Agreement.
3. Additionally, the UCC-1 currently issued to the Lender shall remain in force
for this agreement and the agreement made in connection with the loan made to
Borrower on December 17th, 1996.
Vitech America, Inc.
By: /s/ MITCHELL E. ASHER
---------------------
Mitchell E. Asher
Its: Vice President and Corporate Treasurer
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VITECH
AMERICA, INC.'S CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND THE CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,669,582
<SECURITIES> 0
<RECEIVABLES> 32,986,445
<ALLOWANCES> 769,559
<INVENTORY> 15,325,294
<CURRENT-ASSETS> 51,513,142
<PP&E> 5,198,798
<DEPRECIATION> 176,424
<TOTAL-ASSETS> 57,591,188
<CURRENT-LIABILITIES> 18,651,918
<BONDS> 805,040
0
0
<COMMON> 20,243,903
<OTHER-SE> 17,118,434
<TOTAL-LIABILITY-AND-EQUITY> 57,591,188
<SALES> 16,994,562
<TOTAL-REVENUES> 16,994,562
<CGS> 12,026,629
<TOTAL-COSTS> 14,468,526
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 379,282
<INCOME-PRETAX> 1,915,763
<INCOME-TAX> 126,609
<INCOME-CONTINUING> 1,789,154
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,789,154
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
