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 June 30, 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 August 14, 1997 there were 10,921,314 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
Assets
JUNE 30, 1997 DECEMBER 31, 1996
------------- -----------------
(unaudited)
<S> <C> <C>
Current assets
Cash and cash equivalents $ 9,627,703 $ 1,757,731
Accounts receivable, net 34,879,630 28,430,066
Inventories, net 22,494,413 11,394,477
Pre-paid tax asset 1,310,641 -
Due from officers 3,353 72,212
Other current assets 1,078,322 304,955
------------------- ---------------------
Total current assets 69,394,062 41,959,441
Property and equipment, net 6,491,876 4,518,024
Land held for development 788,200 770,192
Other assets 225,076 128,929
------------------- ---------------------
Total assets $ 76,899,214 $ 47,376,586
=================== =====================
Liabilities and Shareholders' Equity
Current liabilities
Trade accounts payable $ 8,485,668 $ 2,545,834
Accrued expenses 345,454 393,513
Sales tax payable 1,043,206 604,341
Income tax payable 877,321 729,048
Notes payable - related party 10,000,000 5,000,000
Current maturities of long-term liabilities 148,686 117,030
Short-term debt 4,520,011 696,270
------------------- ---------------------
Total current liabilities 25,420,346 10,086,036
------------------- ---------------------
Long-term liabilities
Convertible note - related party 10,000,000 -
Income and sales tax payable 349,590 703,075
Loans payable 1,027,132 1,054,292
------------------- ---------------------
Total long-term liabilities 11,376,722 1,757,367
------------------- ---------------------
Commitments and contingencies
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 8,013,648 shares issued and outstanding 20,243,903 20,203,903
Retained earnings 19,858,243 15,329,280
-------------------
---------------------
Total shareholders' equity 40,102,146 35,533,183
------------------- ---------------------
Total liabilities and shareholders' equity $ 76,899,214 $ 47,376,586
=================== =====================
</TABLE>
See notes to financial statements
2
<PAGE>
<TABLE>
<CAPTION>
VITECH AMERICA, INC.
STATEMENT OF INCOME
(UNAUDITED)
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------------- ------------------------------------
JUNE 30, 1997 JUNE 30, 1996 JUNE 30, 1997 JUNE 30, 1996
---------------- ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Net Sales (including $8,066,878 to
an affiliate for the six month
period ended June 30, 1996) $ 23,342,760 $ 14,375,171 $ 40,337,322 $ 26,080,299
Cost of sales 15,563,048 10,090,085 27,589,677 18,688,336
---------------- ----------------- ---------------- ----------------
Gross profit 7,779,712 4,285,086 12,747,645 7,391,963
Selling, general and administrative
expenses 3,235,437 1,269,706 5,677,333 2,462,646
---------------- ----------------- ---------------- ----------------
Income from operations 4,544,275 3,015,380 7,070,312 4,929,317
---------------- ----------------- ---------------- ----------------
Other expenses:
Discount on sale of receivables 293,000 858,162 293,000 1,166,342
Interest Expense, net 332,178 260,623 711,460 522,605
Foreign currency exchange losses 1,039,865 194,707 1,270,856 373,627
---------------- ----------------- ---------------- ----------------
Total other expenses 1,665,043 1,313,492 2,275,316 2,062,574
---------------- ----------------- ---------------- ----------------
Income before taxes 2,879,232 1,701,888 4,794,996 2,866,743
Provision for income taxes 139,423 36,776 266,033 162,603
---------------- ----------------- ---------------- ----------------
Net income $ 2,739,809 $ 1,665,112 $ 4,528,963 $ 2,704,140
================ ================= ================ ================
Net income per share $ 0.26 $ 0.20 $ 0.42 $ 0.32
================ ================= ================ ================
Weighted average common and
common stock equivalents
outstanding 10,745,202 8,503,853 10,739,941 8,503,853
================ ================= ================ ================
</TABLE>
See notes to financial statements
3
<PAGE>
<TABLE>
<CAPTION>
VITECH AMERICA, INC.
STATEMENT OF CASH FLOWS
(UNAUDITED)
SIX MONTHS ENDED
-----------------------------------------
JUNE 30, 1997 JUNE 30, 1996
------------------- ------------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 4,528,963 $ 2,704,140
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 387,853 72,065
Provision for doubtful accounts 375,432 -
Reserve for inventory obsolescence 83,459
Changes in assets and liabilities
Accounts receivable (6,824,996) 2,424,653
Inventories (11,183,394) (4,668,610)
Deferred tax asset (1,310,641) 10,000
Due from officers 68,859 -
Other assets (869,514) (50,437)
Trade accounts payable 5,939,833 443,964
Accrued expenses (48,059) (23,098)
Due to officers - (121,004)
Income and other taxes payable 587,138 1,208,183
------------------ ------------------
Total adjustments (12,794,030) (704,284)
------------------- ------------------
Net cash provided (used) by operating activities (8,265,067) 1,999,856
------------------- ------------------
Cash flows (used) by investing activities
Purchase of property and equipment (2,361,703) (1,566,457)
Investment (18,008) -
------------------- ------------------
Net cash used in investing activities (2,379,711) (1,566,457)
------------------- ------------------
Cash flows from financing activities
Deferred offering costs - (22,961)
Net proceeds under short-term debt 3,855,396 927,722
Net payments under long-term debt (27,160) -
Net payments of income and sales tax payable (353,486) -
Net proceeds from note payable - related party 5,000,000 (1,250,000)
Proceeds from issuance of convertible note - related party 10,000,000 -
Proceeds from issuance of common stock 40,000 -
------------------- ------------------
Net cash provided (used) by financing activities 18,514,750 (345,239)
------------------- ------------------
Net increase in cash and cash equivalents 7,869,972 88,160
Cash and cash equivalents - beginning of period 1,757,731 115,925
------------------- ------------------
Cash and cash equivalents - end of period $ 9,627,703 $ 204,085
=================== ==================
Supplemental disclosure of cash flow information
Cash paid during the period for
Interest and discount on sale of receivables $ 1,004,460 $ 1,554,969
------------------- ------------------
Income taxes $ 110,496 $ 189,826
------------------- ------------------
</TABLE>
See notes to financial statements
4
<PAGE>
VITECH AMERICA, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 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 June 30,
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 six months ended June 30, 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 reporting 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 25% to one customer for the
six months ended June 30, 1997. During the six months ended June 30, 1996, the
Company had $8,066,878 in sales to Vitoria Tecnologia S.A., an affiliate through
common ownership.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICY - REVENUE RECOGNITION
Effective January 1, 1997, the Company implemented an accounting policy whereby
it discounts all of the sales associated with its "10X" consumer financing
program using a present value calculation with an imputed annual rate of 15%.
Such 10X program enables customers to enter into a consumer contract with the
Company whereby the customer makes equal monthly payments over a specified term
ranging from 2 to 24 months. The discounted portion of such revenues is then
recognized over the remaining term of the contract.
NOTE 3 - ACCOUNTS RECEIVABLE
Accounts receivable as of June 30, 1997 consisted of the following:
Consumer receivables - Class I.............$ 1,890,531
Less provision for bad debt (2.1%)..... (40,470)
--------------
Net........................ $ 1,850,061
Consumer receivables - Class II............ 4,629,600
Less provision for bad debt (6.4%)..... (293,815)
--------------
Net........................ 4,335,785
Trade accounts receivables................. 29,298,365
Less provision for bad debt (2.1%)..... (604,581)
--------------
Net....................... 28,693,784
------------
Total accounts receivable.................. $ 34,879,630
============
Consumer receivables are receivables generated through the Company's 10X plan
which enables customers to enter into a consumer contract with the Company
whereby the customer makes equal monthly payments over a specified term ranging
from 2 to 24 months. Such consumer receivables are categorized as follows:
(a) Class I consumer receivables represent accounts receivable for
which the Company has received post dated checks for. Such post
dated checks are held as a security interest until the maturity of
the receivable.
5
<PAGE>
(b) Class II consumer receivables represent consumer contracts which
specify payment on certain dates over the maturity of the
contract.
Trade accounts receivable represent normal trade receivables generated through
commercial sales at various terms ranging from 0 to 180 days.
NOTE 4 - INVENTORIES
Inventories as of June 30, 1997 consisted of the following:
Finished goods...........................$ 1,164,643
Components in the factory................ 9,724,930
Consigned inventories.................... 2,600,543
Components in transit to the factory*.... 9,004,297
-------------
Total inventories................$ 22,494,413
=============
* Components in transit to the factory consist of inventories in the
Company's Miami warehouse facility and inventories in route to the
Company's factory in Brazil. The Company purchases principally all
of its components FOB shipping point from the US and Asia.
NOTE 5 - NOTES PAYABLE - RELATED PARTY
At June 30, 1997, the Company had two notes payable in the aggregate amount of
$10,000,000, dated December 17, 1996 and April 10, 1997, 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 notes
bear an annual interest rate of 20% and have terms of 180 days. On June 26,
1997, GSL Jr. and the Company mutually agreed to extend the term of the December
17, 1996 note for an additional 180 days. The proceeds of the notes are being
used for general corporate and working capital purposes.
On June 26, 1997, the Company completed a private placement of a two year senior
convertible note to GSL Jr. for the principal amount $10,000,000. The note bears
an annual interest rate of 10% payable monthly and is convertible, with 90 days
notice, into common stock of the Company, in whole or in part, at the rate of
one share of common stock for each $15 of principal converted. The proceeds of
the note are being used for the acquisition of Microtec Sistemas Industria e
Comercio S.A. and for general working capital purposes.
NOTE 6 - SHORT-TERM DEBT
Short-term debt consisted of the following at June 30, 1997:
Various bank lines-of-credit and other short-term borrowings due
banks with interest rates at June 30, 1997 ranging from 1.3% to
2.8% per month and maturing
on a revolving basis............................................$3,555,445
Bankloans payable (resulting from negotiated accounts receivable,
vendor lines and other lines-of-credit) bearing interest
rates at June 30, 1997 ranging from 1.3% to 2.3% per month..... 964,566
Total.................................................... $4,520,011
==========
NOTE 7 - SALE OF ACCOUNTS RECEIVABLE
During the six month period ended June 30, 1997, the Company had negotiated a
net amount of approximately $6,500,000 of its Class I and Class II consumer
receivable to various banks in Brazil, recognizing a financing expense of
approximately $293,000. Such receivables were negotiated with full recourse
against the Company.
6
<PAGE>
NOTE 8 - SHAREHOLDERS' EQUITY
In March 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 9 - PER SHARE INFORMATION
Per share information is based on the weighted average number of common shares
outstanding and dilutive common equivalent shares from stock options and
warrants outstanding during each period. During the three month period ended
June 30, 1996 and the six month period ended June 30, 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 10 - STOCK OPTIONS
In June of 1997, Georges C. St. Laurent III and William St. Laurent transferred
a portion of their options to purchase shares of the Company's common stock to
certain members of the Company's management. Georges transferred options for
612,000 shares and William transferred options for 588,000 shares. Of the
1,200,000 options transferred, 300,000 are exercisable at $15.00 per share,
another 300,000 are exercisable at $20.00 per share and 600,000 are exercisable
at $25.00 per share. The options were transferred with the same terms and
conditions as originally granted.
In April 1997, the Company granted options to purchase 45,843 shares of the
Company's common stock at an exercise price of $12 per share to GSL Jr. In June
1997, the Company granted an additional 24,000 options to purchase shares of the
Company's common stock at an exercise price of $18 per share. Such options were
granted in connection with consulting services for the Company. The options are
exercisable for a five year period. The options were issued pursuant to the
provisions of the Company's 1996 Stock Option Plan.
NOTE 11 - RECENT ACCOUNTING PRONOUNCEMENT
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share" (SFAS No. 128), which revises the calculation and
presentation provisions of Accounting Principles Board Opinion 15 and related
interpretations. SFAS No. 128 is effective for the Company's fiscal year ending
December 31, 1997. Retroactive application will be required. The Company
believes the adoption of SFAS No. 128 will not have a significant effect on its
reported earnings per share.
NOTE 12 - SUBSEQUENT EVENTS
ACQUISITION
On July 10, 1997, the Company entered into agreements with Microhold
Participacoes e Empreendimentos S/C Ltda., and Microtec Holding USA, Inc.
whereby the Company acquired 94.4% of the capital stock of Microtec Sistemas
Industria e Comercio S.A. ("Microtec"). In accordance with the agreements, the
Company paid consideration in the form of 192,857 shares of Vitech America, Inc.
common stock and $11,950,000 in cash. Of the $11,950,000 in cash, $6,000,000 was
paid upon closing of the acquisition and the remainder will be paid in monthly
installments over an eight month period commencing August 13, 1997. The number
of shares issued as consideration was based on a per share value of $14 which
approximated the market value of the common stock at the time negotiations were
completed. The shares of common stock issued will be held in escrow for a period
one year from the date of the closing of the acquisition against any contingent
liabilities associated with the prior operations of Microtec. The consideration
paid was derived through negotiations between the Company and the shareholders
of Microtec. The shareholders of Microtec had no relationship with the Company
or any of its affiliates prior to the acquisition.
7
<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:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JUNE 30, 1997 JUNE 30, 1996 JUNE 30, 1997 JUNE 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales 100% 100% 100% 100%
Cost of sales 66.7 70.2 68.4 71.7
Gross profit 33.3 29.8 31.6 28.3
Selling, general and
administrative expenses 13.9 8.8 14.1 9.4
Income from operations 19.5 20.9 17.5 18.9
Interest and financing expense 2.7 7.8 2.5 6.5
Net Income 11.7 11.6 11.2 10.4
</TABLE>
Net sales increased by $8,967,589, or approximately 62%, to $23,342,760
for the second quarter of 1997 as compared to $14,375,171 for the second quarter
of 1996. For the six month period ended June 30, 1997, net sales increased by
$14,257,023, or approximately 55%, to $40,337,322 as compared to $26,080,299 for
the six month period ended June 30, 1996. Such increase in sales was primarily
attributable to the expansion of the Company's end-user sales strategy. As of
June 30, 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 network 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 June 30, 1997, the Company had approximately
400 consultants in the program. Direct sales to end-users through these channels
accounted for approximately 59% of sales for the six month period ended June 30,
1997 as compared to less than 30% for the six month period ended June 30, 1996.
Cost of sales during the second quarter of 1997 were $15,563,048,
representing 66.7% of the sales during the period, as compared to $10,090,085
for the second quarter of 1996, representing 70.2% of sales for the period. Cost
of sales during the six month period ended June 30, 1997 were $27,589,677,
representing 68.4% of the sales during the period, as compared to $18,688,336
for the six month period ended June 30, 1996, representing 71.7% of sales for
the period. The decrease in cost of sales as a percentage of sales during the
quarter and six month period ended June 30, 1997, when compared to the quarter
and six month period ended June 30, 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 through the elimination of
distribution layers and the retention of pricing power.
Selling, general, and administrative expenses increased by $1,965,731,
or approximately 155%, to $3,235,437 for the second quarter of 1997 as compared
to $1,269,706 for the second quarter of 1996. For the six month period ended
June 30, 1997, selling, general, and administrative increased by $3,214,687, or
approximately 130%, to $5,677,333 as compared to $2,462,646 for the six month
period ended June 30, 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 14.1% for the six month period ended June 30, 1997,
compared to 9.4% for the six month period ended June 30, 1996. This increase in
the selling, general, and
8
<PAGE>
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 direct end-user sales strategy. While
the level of these expenses in future years can not be predicted and is
dependant in large part upon the Company's success in implementing its business
strategy, management anticipates that the increased expenses will be offset by
the increases in revenues resulting from the expansion of distribution channels.
Income from operations increased by $1,528,895, or approximately 51%,
to $4,544,275 for the second quarter of 1997 as compared to $3,015,380 for the
second quarter of 1996. For the six month period ended June 30, 1997, income
from operations increased by $2,140,995, or approximately 43%, to $7,070,312 as
compared to $4,929,317 for the six month period ended June 30, 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 17.5% for the six month period
ended June 30, 1997 from 18.9% for the six month period ended June 30, 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 $493,607, or approximately
44%, to $625,178 for the second quarter of 1997 as compared to $1,118,785 for
the second quarter of 1996. For the six month period ended June 30, 1997,
interest and financing expense decreased by $684,487, or approximately 40%, to
$1,004,460 as compared to $1,688,947 for the six month period ended June 30,
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 $1,074,697, or approximately 65%, to $2,739,809
for the second quarter of 1997 as compared to $1,665,112 for the second quarter
of 1996. For the six month period ended June 30, 1996, net income increased by
$1,824,823, or approximately 67%, to $4,528,963 as compared to $2,704,140 for
the six month period ended June 30, 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 11.2% for the six month period ended June 30, 1997 from
10.4% for the six month period ended June 30, 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 $0.06,
or 30%, to $0.26 for the second quarter of 1997 as compared to $0.20 for the
second quarter of 1996. For the six month period ended June 30, 1997, net income
per common and common share equivalent increased by $0.10, or approximately 32%,
to $0.42 as compared to $0.32 for the six month period ended June 30, 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 2,115,500 shares issued in the Company's initial
public offering in November of 1996.
During the six month period ended June 30, 1997, the Company
experienced a foreign currency exchange loss of $1,270,856 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 $373,627 during the six month period ended June 30, 1996. At June 30, 1997,
the Company had a net exposure to currency fluctuations of approximately $30.5
million 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 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
9
<PAGE>
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. During the six month period ended June 30, 1997, the Company
has continued to use debt financing to satisfy its working capital requirements.
At June 30, 1997, the Company had a working capital surplus of
$43,973,716 compared to $31,873,405 at December 31, 1996. This increase in
working capital was primarily attributable to the increased levels of accounts
receivable and the increased levels of inventory which more than offset the
increases in trade accounts payable and short-term debt.
Net cash used by operating activities for the six month period ended
June 30, 1997 was $8,265,067 as compared to $1,999,856 in cash provided by
operating activities during the six month period ended June 30, 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 $2,379,711 for the six month
period ended June 30, 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
$18,514,750 for the six month period ended June 30, 1997 and resulted from the
short-term borrowings at various banks in Brazil, the issuance of a $5 million
note payable to a related party, and the private placement of a $10 million
senior convertible note.
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 June 30, 1997, there was nothing owing under such facility.
As of June 30, 1997, the Company had $4,520,011 in short-term
borrowings from various banks in Brazil with rates of interest averaging 2.5%
per month and maturing on a revolving basis. Approximately $965,000 of such
borrowings resulted from the discounting of accounts receivable. As of June 30,
1997, the Company had available approximately $8.5 million in unused credit
facilities at various banks in Brazil.
During the six month period ended June 30, 1997, the Company negotiated
a net amount of approximately $6,500,000 of its accounts receivable to various
banks in Brazil, recognizing a financing expense of approximately $293,000. Such
receivables were negotiated with full recourse to the Company.
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 million from Georges C. St. Laurent, Jr. at an annual interest
rate of 20% and a term of 180 days. On June 26, 1997, GSL Jr. and the Company
mutually agreed to extend the term of the December 17, 1996 note for an addition
180 days. The proceeds of the notes are being used for general corporate and
working capital purposes.
On June 26, 1997, the Company completed a private placement of a two
year senior convertible note to GSL Jr. for the principal amount $10 million.
The note bears an annual interest rate of 10% payable monthly and is
convertible, with 90 days notice, into common stock of the Company, in whole or
in part, at the rate of one share of
10
<PAGE>
common stock for each $15 of principal converted. The proceeds of note are being
used for the acquisition of Microtec Sistemas Industria e Comercio S.A. and for
general 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 bears interest at the Central
Bank of Brazil rate for long-term debt plus 7% (at June 30, 1997 approximately
17%). 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 June 30, 1997 approximating 14%). 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.
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.
To maintain historical levels of growth, the Company may need to seek
additional funding through public or private financing and may, when attractive
sources of capital become available, elect to obtain capital in anticipation of
such needs. Adequate funds for growth through internal expansion and through
acquisitions may not be available when needed or may not be available on terms
favorable to the Company. If additional funds are raised by issuing equity
securities or related instruments with conversion or warrant features, dilution
to existing shareholders may result. If funding is insufficient, the Company may
be required to delay, reduce the scope of or eliminate some or all of its
expansion programs. In addition, the Company has in the past sought funding
through related third parties to the Company's management and there can be no
assurance that these sources can be relied upon in the future. 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. Also,
there can be no assurance that such contemplated sources will be available at
the time they are needed. In any of such events, the Company may be unable to
implement its current plans for expansion.
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
The Company is named in two separate lawsuits, one by IBM and another
by YE Data, both relating to TNT Systems, Inc., a business in which Georges C.
St. Laurent III was a shareholder and which ceased operations in 1993. The
company believes that both lawsuits are frivolous in nature and without merit
and are not material to the financial results or condition of the Company. Mr.
Georges C. St. Laurent III has agreed to indemnify the Company against any and
all claims having to do with these lawsuits against the Company by IBM or YE
Data and others that may arise from the past operations of businesses owned by
Mr. Georges C. St. Laurent III. Mr. William C. St. Laurent has agreed to
indemnify the Company against any and all claims having to do with lawsuits that
may arise from the past operations of businesses owned by Mr. William C. St.
Laurent.
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:
(11) Statement Re: Computation of Per Share Earnings
(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/ EDWARD A. KELLY
-----------------------------------------------
Edward A. Kelly
Vice President and Chief Financial Officer
(authorized officer and chief accounting officer)
Date: August 14, 1997
12
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
(11) Computation of Per Share Earnings
(27.1) Financial Data Schedule
EXHIBIT 11
<TABLE>
<CAPTION>
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
THREE MONTH ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------------ ------------------------------
1997 1996 1997 1996
--------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Primary earnings per common share:
Net Income $ 2,739,809 $ 1,665,112 $ 4,528,963 $ 2,704,140
Add interest on $2,000,000 convertible note
payable, net of tax - 29,700 - 59,400
--------------- -------------- --------------- --------------
Net income as adjusted for calculation of primary
earnings per share $ 2,739,809 $ 1,694,812 $ 4,528,963 $ 2,763,540
--------------- -------------- --------------- --------------
Weighted average number of common shares
outstanding 10,726,457 8,000,000 10,726,457 8,000,000
Weighted average shares of common stock equivalents,
utilizing the treasury stock method 18,745 - 13,484 -
Weighted average number of shares issuable
from assumed exercise of $2,000,000 convertible note
payable (a) - 503,853 - 503,853
--------------- -------------- --------------- --------------
Weighted average number of shares, as adjusted for
calculation of primary earnings per common share 10,745,202 8,503,853 10,739,491 8,503,853
--------------- -------------- --------------- --------------
Primary earnings per common share $ 0.26 $ 0.20 $ 0.42 $ 0.32
--------------- -------------- --------------- --------------
</TABLE>
(a) For 1996, represents the weighted average of 503,853 common shares from the
assumed conversion of the 2,000,000 convertible note payable on May 26,
1995.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VITECH
AMERICA, INC.'S CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED
JUNE 30, 1997 AND THE CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 9,627,703
<SECURITIES> 0
<RECEIVABLES> 34,879,630
<ALLOWANCES> 458,891
<INVENTORY> 22,494,413
<CURRENT-ASSETS> 69,394,062
<PP&E> 6,491,876
<DEPRECIATION> 410,371
<TOTAL-ASSETS> 76,899,214
<CURRENT-LIABILITIES> 25,420,346
<BONDS> 11,027,132
0
0
<COMMON> 20,243,903
<OTHER-SE> 19,858,243
<TOTAL-LIABILITY-AND-EQUITY> 76,899,214
<SALES> 40,337,322
<TOTAL-REVENUES> 40,337,322
<CGS> 27,589,677
<TOTAL-COSTS> 33,267,010
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,004,460
<INCOME-PRETAX> 4,794,996
<INCOME-TAX> 266,033
<INCOME-CONTINUING> 4,528,963
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,528,963
<EPS-PRIMARY> .42
<EPS-DILUTED> .42
</TABLE>
