U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[X] Form 1O-K [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Read Attached Instruction Sheet Before Preparing Form. Please Print
or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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Part I - Registrant Information
Full Name of Registrant: VITECH AMERICA, INC.
Former Name if Applicable: Not Applicable
2190 Northwest 89th Place
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Address of Principal Executive Office (Street and Number)
Miami, Florida 33172
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City, State and Zip Code
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Part II - Rules 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b) [Paragraph 23,047],
the following should be completed. (Check box, if appropriate)
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[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and [Amended in Release No. 34-26589 (Paragraph 72,435), effective April
12, 1989, 54 F.R. 10306.]
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why the Form 1O-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof could not be filed
within the prescribed time period. [Amended in Release No. 34-26589
(Paragraph 72,435), effective April 12, 1989, 54 F.R. 10306.]
The Form 10-K could not be filed within the prescribed time period
because of additional time required by the Registrant's management to
provide certain information to be included in such Form 10-K.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to this
notification:
Edward Kelly (305) 477-1161
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[x] Yes [ ]No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ]No
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If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
See attached Exhibit A.
Vitech America, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 30, 2000 VITECH AMERICA, INC.
By:/s/ Edward A. Kelly
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Edward A. Kelly
Its: Chief Financial Officer
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Exhibit A:
VITECH AMERICA REPORTS SEQUENTIAL QUARTERLY IMPROVEMENT IN SALES AND EARNINGS
FOR 4TH QUARTER 1999
- 1999 4th Quarter Sales reach $31.3 million, QEPS $0.04 -
Miami, FL, March 30, 2000 - Vitech America, Inc. (NASDAQ: VTCH), a leading
US-based provider of PC-based Information Technology solutions direct to
business and individual clients today reported sales of $100.4 million for the
year ended December 31, 1999. This compares to $195.3 million in the prior year.
The Company reported a net loss of $21.1 million for the year ended December 31,
1999, compared to net income of $17.9 million in 1998. Earnings per share were
($1.42) on approximately 14.9 million shares outstanding, diluted, as compared
to $1.34 per share, on approximately 13.35 million shares, diluted, for 1998.
Earnings for the year ended December 31, 1999 include a $19 million charge
associated with the devaluation of the Brazilian currency which occurred in the
first quarter of 1999.
For the fourth quarter ended December 31, 1999, sales were $31.3 million, down
from $75.5 million in the same period of 1998, a decrease of 58.6%. Net income
for the quarter was $.6 million, or $.04 per share assuming dilution, compared
to $6.2 million or $0.42 per share assuming dilution, in the prior year's fourth
quarter. The Company sold a total of 22,000 PCs and servers to Business and SoHo
markets, including the Internet market during the fourth quarter of 1999, as
compared to 37,000 units in the fourth quarter of 1998.
"The fourth quarter of 1999 showed improved sequential sales and profit
performance from prior quarters of the year," said William St. Laurent,
President and COO of Vitech America, Inc. "During the entire year of 1999, sales
were hard won, initially because of the devaluation of the Brazilian Real, then
because of reduced business purchasing due to Y2K and ongoing product supply
issues including industry-wide chip shortages late in 1999 caused by the Taiwan
earthquake. For the year, we have made some good advances. We introduced some
sophisticated new solutions, brought in Gateway as an investor, controlled
operating expenses, streamlined and improved factory operations, and improved
the efficiency of our sales teams for selling solutions."
During 1999, the Company introduced Microtec Digital World (MDW) as a host of
complete solutions for specific target markets to support Business clients under
a marketing campaign to increase awareness that the Company had entered into the
larger market for IT solutions. The products include components of hardware,
software, Internet, installation, training, support and administration directed
toward
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strategically chosen markets where the Company has traditional presence
and a known customer base. MDW provides a one-stop shopping approach in its
niche markets. Based around web-centric software, MDW solutions include Microtec
Educational, Smart Health, Smart City, and Retail Automation, as well as
customer-specific projects in e-commerce and web-centric solutions for Business
clients.
Also during 1999, the Company focused on broadening its Internet strategy and
presence through a strategic alliance with Internet provider ZAZ and with
business-to-business Internet Solution Provider, ITC.net. Vitech and ZAZ created
a personal computing package that includes two years of free Internet service
for customers throughout Brazil. ZAZ, an affiliate of TERRA and Telefonica de
Espana, has 350,000 users online and is one of the largest Internet Service
Provider in Brazil, offering nationwide coverage. ITC.net and Vitech signed
joint marketing agreements to better serve Business clients throughout Brazil
with Internet Solutions.
Late in 1999, the Company entered into a relationship with Gateway Companies,
Inc., a leading direct seller of personal computers in the United States,
whereby Gateway made an investment in the Company. Gateway also provides broad
assistance in vendor and supply relationships, purchasing, engineering, brand
development, logistics, financing, and strategic development of the market. The
Company has rights for exclusive use of the Gateway brand in Brazil. St. Laurent
said, "Vitech should see substantial benefits during the course of the year 2000
from this relationship, including more competitive costs and terms for products,
improved manufacturing processes, improved customer care systems, and increased
sales power with Business clients." The Company intends to use this relationship
in order to realize the synergies between the companies and to further develop
its business model in Brazil and beyond. Gateway has the right to buy the
Company under certain conditions.
For the year ended December 31, 1999, International Data Group (IDG) honored the
Company as the "Best Local Company" in the PC segment within the sector of
Single User Hardware Systems. This rating was based on various criteria: market
share, company's image in the marketplace, mix of products and services, local
production.
"As the year progressed, economic uncertainties prevalent earlier were replaced
with cautious optimism," commented Mr. St. Laurent. "Fast recovery and
stabilization in the economy caused increased interest at all levels for broad
PC-based IT solutions during the year. Looking forward, the year 2000 appears to
be off to a better start than 1999. Demand will continue to be stronger,
especially in 2001. We are very excited about the prospects for 2000 and 2001,
based on our current
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line-up of products, industry partnerships and strategic
relationships."
Corporate Information
Vitech America, Inc., a Miami-based company, is a leading provider of PC-based
Information Technology solutions direct to business and individual clients,
including the manufacture and marketing of PCs, servers and related products,
business systems integration products and turn-key business solutions in Brazil
under the names: Microtec Digital World and Microtec(TM), with product lines of
Mythus(TM), Quest(TM), Spalla(TM), Vesper(TM) and Vision(TM).
Except for the historical information herein, the matters discussed in this
press release include forward-looking statements that may involve a number of
risks and uncertainties. Future results may vary significantly based on a number
of factors, including, but not limited to, risks in market acceptance of new
products and continuing product demand, the impact of competitive products and
pricing, changing economic conditions, both here and in Brazil and other risk
factors detailed in the Company's most recent annual report and other filings
with the Securities and Exchange Commission.
For more information, please contact:
Ed Kelly, CFO - Vitech America, Inc. (305) 477-1161 [email protected]
(Tables Follow)
Vitech America, Inc.
Summary of Operation
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
December 31, December 31,
------------------------------------------ ------------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales: $ 31,287,094 $ 75,513,490 $ 100,423,084 $ 195,334,579
Gross profit: $ 12,289,693 $ 30,567,015 $ 40,767,523 $ 79,704,190
SG&A: $ 10,488,036 $ 16,641,855 $ 28,496,987 $ 41,586,843
Operating income: $ 1,801,657 $ 13,925,160 $ 12,270,536 $ 38,117,347
Interest & financing expenses $ 3,055,036 $ 8,008,686 $ 17,127,358 $ 17,357,001
Other income $ 2,719,065 $ -- $ 2,719,065 $ --
Foreign currency loss (gain) $ 906,524 $ (1,632,141) $ 19,009,336 $ 1,603,670
Net income (loss): $ 603,162 $ 6,192,570 $ (21,103,093) $ 17,862,012
Earnings (loss) per share- basic $ 0.04 $ 0.42 $ (1.42) $ 1.36
Earnings (loss) per share-diluted: $ 0.04 $ 0.42 $ (1.42) $ 1.34
</TABLE>
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Vitech America, Inc.
Summary Balance Sheet
(unaudited)
<TABLE>
<CAPTION>
December 31, 1999 December 31, 1998
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Assets
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Current Assets:
<S> <C> <C>
Cash $ 1,024,420 $ 7,719,185
Accounts receivable, net of reserves 58,772,833 75,893,857
Inventories 28,678,882 40,351,585
Other accounts receivable -- 14,676,585
Other current assets 5,478,986 8,538,379
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Total current assets 93,955,121 147,179,591
Other accounts receivable: 2,677,906
Goodwill 19,097,686 20,191,646
Property, plant & equipment 24,113,528 19,696,097
Other assets 11,271,842 5,921,735
---------------------------------------------------
Total assets $ 148,438,177 $ 195,666,975
===================================================
Liabilities & Shareholders' Equity
Current liabilities:
Trade accounts payable $ 25,208,408 $ 36,748,951
Short-term debt 6,321,603 25,899,557
Accrued expenses 1,986,919 4,811,130
Taxes payable 940,000 2,845,792
Notes payable - related 13,564,505 6,700,000
---------------------------------------------------
Total current liabilities 48,021,435 77,005,430
Convertible notes 43,882,921 13,730,535
Long-term debt 2,808,789 2,709,655
Total shareholders' 53,725,032 102,221,355
equity
---------------------------------------------------
---------------------------------------------------
Total liabilities & shareholders' equity $ 148,438,177 $ 195,666,975
===================================================
</TABLE>
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