<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _______ to _______
Commission File Number 000-25183
VENTURI TECHNOLOGIES, INC.
(Name of small business issuer in its charter)
NEVADA 87-0580279
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
763 NORTH 530 EAST 84097
OREM, UTAH (ZIP CODE)
(Address of principal executive offices)
Registrant's telephone number, including area code: (801) 235-9552
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 17, 2000, Registrant had outstanding 14,369,020 shares of Common
Stock.
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VENTURI TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
MARCH 31, 2000
UNAUDITED
<TABLE>
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 1,132,148
Accounts receivable, net of $120,000 allowance for
doubtful accounts 2,394,021
Inventory 123,028
Note receivable-related party 40,024
Other current assets 166,799
Total current assets 3,856,020
Fixed assets
Capital lease equipment 7,952,685
Machinery and equipment 1,620,040
Computer and office equipment 555,601
Automobiles and trucks 1,315,911
------------
Total fixed assets 11,444,237
Less accumulated depreciation (2,860,211)
------------
Net fixed assets 8,584,026
Deferred tax asset, net of valuation allowance of $3,827,408 3,648,000
Goodwill, net of amortization of $62,316 6,950,983
Lease and rent deposits 293,026
------------
Total assets $ 23,332,055
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 2,732,528
Accrued liabilities 2,387,058
Notes payable to stockholders 1,171,184
Current portion long-term debt and capital leases 2,606,351
------------
Total current liabilities 8,897,121
Long-term liabilities
Notes payable - stockholders 4,466,780
Capital lease obligations, net of unamortized discount 5,140,910
Notes payable - other 3,516
------------
Total long-term liabilities 9,611,206
Total Liabilities 18,508,327
============
Stockholders' equity
Preferred stock, Series A through E, $.001 par value,
cumulative, convertible, 5,000,000 shares authorized,
3,258,993 issued and outstanding 3,258
Common stock,$.001 par value, 20,000,000 shares authorized,
13,562,683 issued and 13,559,983 outstanding 13,563
Additional Paid-in capital 25,736,060
Common shares held in treasury (11,891)
Retained earnings (deficit) (20,917,262)
------------
Total stockholders' equity 4,823,728
------------
Total liabilities and stockholders' equity $ 23,332,055
============
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
-2-
<PAGE>
VENTURI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
Three months ended
March 31
2000 1999
------------ -----------
<S> <C> <C>
Revenues:
Carpet cleaning $ 3,885,699 $ 1,336,633
Expenses:
Carpet cleaning 1,956,533 619,854
Other selling, general & administrative 4,210,543 1,594,628
Depreciation and amortization 584,211 151,539
------------ -----------
Total expenses 6,751,287 2,366,021
------------ -----------
Net (loss) from operations (2,865,588) (1,029,388)
Other income and expense:
Interest expense and amortization of debt discount (719,477) (49,821)
------------ -----------
Net (loss) from continuing operations,
before income tax benefit (3,585,065) (1,079,209)
Income tax benefit -- 378,496
------------ -----------
Net (loss) from continuing operations (3,585,065) (700,713)
Discontinued operations:
Loss from operations of restoration business (347,479) (2,210)
Loss from disposal of restoration operations (472,025) --
------------ -----------
(819,504) (2,210)
Net (loss) $ (4,404,569) $ (702,923)
============ ===========
Per share amounts (basic and diluted):
Net loss from continuing operations before
income tax benefit $ (.30) $ (.12)
Income tax benefit $ -- $ .04
Net loss from discontinued operations $ (.07) $ --
------------ -----------
Net (loss) $ (.37) $ (.08)
============ ===========
Weighted average shares used in computing
per share amounts 11,909,210 8,765,976
============ ===========
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
-3-
<PAGE>
VENTURI TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
Three months ended
March 31
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(4,404,569) $ (702,923)
Adjustments to reconcile net loss to net cash used
in operating activities:
Provision for allowance on accounts receivable 18,875 --
Common stock issued in lieu of wages, rent, interest,
and fees 200,163 --
Compensatory options and warrants 205,560 --
Depreciation and amortization 584,211 180,000
Amortization of debt discount -- --
Impairment losses -- --
Changes in operating assets and liabilities:
Accounts receivable (590,049) (33,269)
Other current assets 42,231 (44,084)
Inventory (33,464) --
Lease and rent deposits (28,741) --
Accounts payable and accrued liabilities 1,811,477 72,935
Deferred taxes, net of valuation allowance -- (378,496)
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (2,194,306) (905,837)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of equipment and other fixed assets (71,475) (440,987)
Acquisitions, net of cash acquired (753,550) --
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (825,025) (440,987)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable to stockholders 1,000,000 530,972
Payments on capital lease obligations (535,465) --
Payments on notes payable to stockholders (55,842) --
Issuances of common stock for cash 1,000,000 --
Issuances of preferred stock for cash 2,500,000 841,400
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,908,693 1,372,372
----------- -----------
NET INCREASE (DECREASE) IN CASH 889,362 25,548
Cash at Beginning of Period 242,786 266,931
----------- -----------
CASH AT END OF PERIOD $ 1,132,148 $ 292,479
=========== ===========
Supplemental disclosures - Cash interest paid $ 497,000 $ 49,821
Schedule of non-cash investing and financing activities:
Capital lease obligations entered into to acquire vehicles
and equipment $ 1,327,829 $ --
With acquisitions described in Note 2, liabilities were assumed
as follows:
Fair value of assets acquired $ 1,750,215 $ --
Stock and paid-in-capital 2,457,000 --
Cash paid 800,000 --
----------- -----------
Liabilities assumed or incurred in acquisition $ 5,007,215 $ --
=========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
-4-
<PAGE>
VENTURI TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
UNAUDITED
1. INTERIM FINANCIAL STATEMENT POLICIES AND DISCLOSURES
The unaudited, consolidated, condensed financial statements of Venturi
Technologies included herein have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote Disclosures normally required in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.
These consolidated, condensed financial statements reflect all adjustments
which, in the opinion of management, are necessary to present a fair statement
of the results of operations for the interim periods presented. All of the
adjustments which have been made in these consolidated, condensed financial
statements are of a normal recurring nature.
It is suggested that these condensed financial statements be read in conjunction
with the financial statements and the notes thereto included in the Company's
latest Annual Report on Form 10-KSB.
2. ACQUISITION
The company completed the previously reported acquisition of Martin and
Peterman, Inc. (MPI) during the first quarter of 2000. The MPI acquisition has
been accounted for as a purchase with excess purchase price over the estimated
fair value of the net assets acquired recorded as goodwill. Goodwill in the
amount of $6,921,244 has been recorded related to this acquisition.
Approximately $62,000 has been recorded during the first quarter as goodwill
amortization expense.
3. DISCONTINUED OPERATIONS
During the first quarter of 2000, the board of directors decided to sell the
restoration portion of the Company's business. (See Part II, Item 5.) The
business was sold effective May 1, 2000. The Company has recorded the results of
this discontinued operations as follows:
<TABLE>
<S> <C>
Loss from operations of restoration business (347,479)
Loss from disposal of restoration business (472,025)
</TABLE>
Included in the Loss from disposition of restoration operations is a provision
for April 2000 loss of approximately $198,873.06.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
This Form 10-QSB may contain trend information and forward-looking
statements that involve risks and uncertainties. The actual results of
operations of the Company could differ materially from the Company's historical
results of operations and those discussed in such forward-looking statements as
a result of certain factors set forth in this section and elsewhere in this Form
10-QSB, including information incorporated by reference.
RESULTS OF OPERATIONS
REVENUES. Revenues increased by 291% to $3,885,699 for the quarter ended March
31, 2000, compared to $1,336,633 for the quarter ended March 31, 2000. This
increase was attributable primarily to the
-5-
<PAGE>
Company's growth into new geographic areas by virtue of acquisitions of carpet
cleaning companies, and to increased market penetration in geographic areas
where the company has acquired new bases of operations.
OPERATING EXPENSES. Operating expenses increased by 316% to $1,956,533 for the
quarter ended March 31, 2000 compared to $619,854 for the quarter ended March
31, 1999. This increase is attributable to the acquisitions made during the past
year. During the second quarter of 2000 management commenced an aggressive plan
to reduce operating expenses.
OTHER SELLING, GENERAL AND ADMINISTRATIVE. Other selling, general and
administrative expenses increased 264% to $4,210,543 for the quarter ended March
31, 2000 compared to $1,594,628 for the quarter ended March 31, 1999. This
increase is attributable to the following expenses: compensatory stock awards,
including stock options and warrants $369,000; amortization of goodwill $62,000;
federal and state back tax and associated penalty and interest $273,000 and
other expenses associated with the acquisitions made over the prior year.
Management commenced an aggressive cost reduction plan during the second quarter
of 2000.
OTHER INCOME AND EXPENSE. Other expense increased primarily due to the
accelerated amortization of debt discount costs of $289,000 incurred as a result
of renegotiating 85 truck leases. This has been included in interest expense and
is a non recurring item. Also the increase in interest expense is associated
with the financing of additional trucks acquired through the acquisitions made
during the prior year. Part II
LIQUIDITY AND CAPITAL RESOURCES
a. On April 6, 2000, the Internal Revenue Service filed a Notice of Federal
Tax Lien against the Company in the amount of $342,121.82 for unpaid withholding
taxes during 1998 and 1999, plus penalties and interest. In researching the
non-payment of federal withholding taxes, management discovered that the Company
had also failed to pay a substantial amount of state withholding taxes during
1998, 1999 and 2000 to the states of Utah, Texas and California. Management
estimates that the total amount of unpaid state withholding taxes is
approximately $290,000, not including interest and penalties. It is estimated
that the total unpaid federal and state withholding taxes through April 2000,
including penalties and interest, is approximately $ 1,140,000. For the quarter,
the company has recorded a provision of approximately, $273,000 to properly
reflect its Federal and State withholding tax obligations.
Current management of the Company was unaware that federal and state
withholding taxes had not been paid during 1998 and 1999. Upon learning of the
Company's failure to pay such federal and state taxes, management hired counsel
to represent the Company in working out a payment arrangement with federal and
state taxing authorities, and immediately began work on a plan to fund any such
payment arrangement.
At the present time, management intends to fund the payment of back taxes
from the following sources. First, the two founders of the Company, who together
own a total of approximately 2,000,000 shares of the Company's common stock (not
including options), have agreed to surrender to the Company a total of 1,200,000
shares of their common stock, allowing the Company to raise the capital required
to pay all back taxes by selling stock without dilution to existing
shareholders. Second, one of the Company's major shareholders has agreed to
extend a personal guarantee of a line of credit to replace a high interest line
of credit secured by accounts receivable, which would result in annual savings
of several hundred thousand dollars. Third, the Company will fund any amount not
covered by the sale of the founders' stock or the savings in the Company's
accounts receivable line of credit from operating revenue as the Company enters
its busiest time of the year.
Management is confident that the Company will be able to pay all unpaid
federal and state withholding taxes, penalties and interest from the sources
identified above and that the filing of the Federal Tax Lien will not have a
material adverse effect upon the Company or its operations.
-6-
<PAGE>
b. On May 16, 2000, the company received notice that its $1,000,000 Note
Payable to Aspen Capital Resources Partner, LLC. has been called and is payable
May 26, 2000. Management is negotiating to refinance this note.
c. During the first quarter of 2000 management renegotiated the leases for 85
of the company's trucks. The present value of the cash savings resulting from
the new lease is approximately $1,920,647. This savings will be realized over
the next five years. In consideration for this renegotiated lease the company
incurred approximately $1,125,296 of debt discount costs, $836,000 was expensed
during 1999, and $289,296 was recorded during the first quarter of 2000.
PART II--OTHER INFORMATION
ITEM 5. OTHER INFORMATION
SALE OF RESTORATION.
On May 10, 2000, the Company transferred and assigned to its wholly owned
subsidiary Venturi Flood & Fire Restoration, Inc., a Utah corporation ("VFFR"),
all of its assets and liabilities used in or relating to the restoration portion
of its business in the geographic areas of Salt Lake City and Orem, Utah and
Dallas, Texas, effective May 1, 2000. The Company then sold all of its
outstanding stock in VFFR to James K. Stone in consideration for $3,175.60,
representing the difference between the book value of the assets and the
liabilities of VFFR plus other non-balance sheet obligations (operating leases),
and the assumption of all debts, obligations and liabilities of VFFR and of the
restoration portion of the Company's business. In view of the historical
performance of the restoration portion of the business, and in view of the cash
flow demands placed on the Company by the restoration portion of the business,
the board of directors concluded that the consideration for the business
represented a fair price.
The board of directors decided to sell the restoration portion of the Company's
business because (a) the financial performance of that portion of the business
failed to meet projections, (b) the restoration business historically created
large and unforeseeable demands on the Company's cash flow, and (c) the
restoration business is outside the Company's core carpet cleaning business.
The buyer, James K. Stone, is a former member of the board of directors of the
Company, and at the time of the sale was a vice president of the Company in
charge of restoration.
AGREEMENT WITH FOUNDERS
On May 5, 2000, the Company entered into an agreement with its two founders,
Gaylord M. Karren and John M. Hopkins, pursuant to which (a) Messrs. Karren and
Hopkins agreed to resign as officers and directors of the Company effective May
21, 2000, (b) Messrs. Karren and Hopkins agreed to transfer to the Company a
total of 1,200,000 of their shares of common stock in the Company in order to
assist the Company in payment of unpaid state and federal payroll taxes, (c) the
Company entered into separate nine (9) month consulting agreements with Messrs.
Karren and Hopkins pursuant to which the Company will pay to each founder
consulting fees of $14,583 per month, and (d) Messrs. Karren and Hopkins each
entered into a confidentiality and four (4) year non-compete agreement in favor
of the Company.
RELOCATION OF CORPORATE OFFICES
Effective June 1, 2000, the Company will relocate its corporate headquarters to
6295 East 56th Avenue, Commerce City, Colorado 80022; telephone: (303) 444-4444.
-7-
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following Exhibits are filed herewith pursuant to Rule 601 of
Regulation S-B or are incorporated by reference to previous filings.
<TABLE>
<CAPTION>
Exhibit No. Document
----------- --------
<S> <C>
10.76 Stock Purchase Agreement between James K. Stone and Patrice
A. Stone as Buyers, Venturi Technologies, Inc. as Seller,
and Venturi Flood & Fire Restoration, Inc., dated as of
May 1, 2000, relating to the sale by the company of the
restoration portion of its business.
27.0 Financial Data Schedule for electronic filers pursuant to
Item 601(c) of Regulation S-B
</TABLE>
(b) No reports were filed on Form 8-K during the quarter for which this
report is filed.
-8-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
VENTURI TECHNOLOGIES, INC.
Dated: May 19, 2000 By: /s/ Michael F. Dougherty
-----------------------------
Michael F. Dougherty
Chief Executive Officer
By: /s/ Stephen S. Abate
-----------------------------
Stephen S. Abate
Chief Financial Officer
-9-
<PAGE>
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT is made as of May 1, 2000, by JAMES K. STONE
and PATRICE A. STONE, individuals residing at 1935 North 600 East, Orem, Utah
(collectively referred to as "Buyer"), VENTURI TECHNOLOGIES, INC., a Nevada
corporation whose address is 763 North 530 East, Orem, Utah 84097 ("VTI" or
"Seller"), and VENTURI FLOOD & FIRE RESTORATION, INC., a Utah corporation whose
address is 763 North 530 East, Orem, Utah 84097 ("VFFR" or the "Company").
RECITALS
A. Seller owns all of the issued and outstanding capital stock (the
"Shares") of VFFR.
B. Sellers desire to sell, and Buyer desires to purchase, all of the
Shares for the consideration and on the terms set forth in this Agreement.
AGREEMENT
The parties, intending to be legally bound, agree as follows:
1. SALE AND TRANSFER OF SHARES; CLOSING
1.1 PURCHASE AND SALE OF SHARES. Subject to the terms and conditions of
this Agreement, at the Closing, Seller will sell and transfer the Shares to
Buyer, and Buyer will purchase the Shares from Seller. The parties acknowledge
that at or prior to the closing, Seller will cause to be transferred to the
Company certain assets and liabilities used by Seller in the restoration portion
of its business in Salt Lake City, Orem and Dallas.
1.2 PURCHASE PRICE. At the Closing, Buyer will pay or deliver to Seller
the following as consideration for the Shares of VFFR:
(a) Cash or a promissory note in the amount of $3,175.60 representing
the parties' best estimate of the difference between the book
value of the assets and the liabilities then held by VFFR;
(b) An Indemnification Agreement in the form of Exhibit "A" pursuant
to which Buyer and the Company will indemnify and hold Seller
harmless from any debts, claims, obligations or liabilities (i)
incurred by VTI prior to May 1, 2000 that arise out of or relate
to the conduct by VTI of its restoration business in Salt Lake
City, Orem and Dallas, or (ii) incurred by VFFR either before or
after May 1, 2000;
(c) A Pledge Agreement in the form of Exhibit "B" pursuant to which
Buyer will pledge to Seller (i) the Shares, and (ii) all of
Buyer's 50,432 shares of Seller's
<PAGE>
$0.001 par value common stock, as security for the payment by
VFFR of all debts, claims, obligations and liabilities assumed
and undertaken by VFFR pursuant to a Liabilities Undertaking
dated as of May 1, 2000;
(d) A Confidentiality and Non-Compete Agreement in the form of
Exhibit "C" pursuant to which Buyer agrees to maintain the
confidentiality of Seller's confidential information and agrees
not to compete against Seller for a period of four (4) years.
1.2 Closing. The purchase and sale (the "Closing") provided for in this
Agreement will take place at the offices of Venturi at 763 North 530 East, Orem,
Utah 84097, at 12:00 Noon (local time) on May 9, 2000, or such other place, time
and date agreed to by the Parties. The sale shall be effective as of May 1,
2000, regardless of the actual date of Closing.
1.5 Closing Deliveries.
1.5.1 Sellers' Documents. At the Closing, Sellers will deliver to
Buyer:
(a) a certificate representing the Shares, duly endorsed (or a duly
executed stock power transferring the Shares to Buyer).
1.5.2 Buyer's Documents. At the Closing, Buyer will deliver to
Sellers:
(a) an Indemnification Agreement executed by Buyer and by the Company
pursuant to which Buyer and the Company will indemnify and hold Seller
harmless from any debts, claims, obligations or liabilities (i)
incurred by VTI prior to May 1, 2000 that arise out of or relate to
the conduct by VTI of its restoration business in Salt Lake City, Orem
and Dallas, or (ii) incurred by VFFR either before or after May 1,
2000;
(b) a Pledge Agreement signed by Buyer pursuant to which Buyer will
pledge (i) the Shares, and (ii) all of his shares of Seller's $0.001
par value common stock, as security for the payment by VFFR of all
debts, claims, obligations and liabilities that VFFR has assumed or
undertaken pursuant to a Liabilities Undertaking entered into as of
May 1, 2000, accompanied by Buyer's duly endorsed original stock
certificates representing said shares and undated, signed stock powers
to be held by Seller pursuant to the terms of the Pledge Agreement.
(c) a Confidentiality and Non-Compete Agreement pursuant to which
Buyer agrees to maintain the confidentiality of Seller's confidential
information and agrees not to compete against Seller for a period of
four (4) years.
-2-
<PAGE>
2. REPRESENTATIONS AND WARRANTIES OF SELLER
Buyer James K. Stone acknowledges that he has been a member of the board of
directors of Seller and of VFFR since at least the time that Seller acquired
VFFR, and that since at least that amount of time he has been primarily
responsible for operations of Seller's restoration business in Salt Lake City,
Orem and Dallas. Consequently, Buyer has actual knowledge of matters regarding
the financial condition and operations of the restoration portion of Seller's
business. The representations and warranties of Seller with respect to VFFR and
the restoration portion of Seller's business are therefore limited to the
following matters as to which Buyer may not have actual knowledge. Seller
represents and warrants to Buyer as follows:
2.1 ORGANIZATION AND GOOD STANDING. VFFR is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Utah, with
full corporate power and authority to conduct its business as it is now being
conducted, to own or use the properties and assets that it purports to own or
use, and to perform all its obligations under applicable contracts.
2.2 AUTHORITY. This Agreement constitutes the legal, valid, and binding
obligation of Seller, enforceable against Seller in accordance with its terms.
Seller has the absolute and unrestricted right, power, authority, and capacity
to execute and deliver this Agreement and the Seller's Closing Documents and to
perform its obligations under this Agreement and under the Seller's Closing
Documents.
2.3 NO CONFLICT. Neither the execution and delivery of this Agreement nor
the consummation or performance of any of the contemplated transactions by
Seller will violate or constitute a default under any mortgage, indenture, deed
of trust, lease, contract, agreement, license or other instrument or any order,
judgement or ruling of any governmental authority to which Seller is subject, or
to the best knowledge of Seller, any of the property of VFFR is bound, or result
in the creation of any mortgage, pledge, lien, charge or encumbrance upon any of
the assets of VFFR or the loss of any license or other contractual right with
respect thereto, except in each case for any of the foregoing which is not,
individually or in the aggregate, material to VFFR. Neither Seller nor VFFR is
or will be required to give any notice to or obtain any consent from any person
in connection with the execution and delivery of this Agreement or the
consummation or performance of the transaction contemplated hereby.
Notwithstanding the foregoing, no representations are made as to whether the
transaction contemplated herein conflicts with the Notice of Federal Tax Lien
filed with respect to Seller on or about April 6, 2000.
2.4 CAPITALIZATION. The authorized capital stock of VFFR consists of
50,000 shares of common stock, no par value per share, of which 10,000 shares
are issued and outstanding and constitute the Shares. Seller is and will be on
the Closing Date the record and beneficial owner and holder of the Shares, free
and clear of all encumbrances. All of the outstanding equity securities of VFFR
have been duly authorized and validly issued and are fully paid and
nonassessable. There are no contracts relating to the issuance, sale, or
transfer of any equity securities or other securities of VFFR. None of the
outstanding equity securities or other securities of VFFR was issued in
violation of the Securities Act or any state law regulating the sale and
issuance of securities. VFFR does not
-3-
<PAGE>
own, nor does it have any contract to acquire, any equity securities or other
securities of any other business or any direct or indirect equity or ownership
interest in any other business.
2.5 TITLE TO PROPERTIES; ENCUMBRANCES. Seller has delivered to Buyer a
complete and accurate list of all real and personal property interests owned by
VFFR. All material properties disclosed as being owned by VFFR are owned by VFFR
subject to existing liens and encumbrances, including, but not limited to, liens
and encumbrances that may have been imposed by federal and state taxing
authorities. Seller makes no representations or warranties with respect to liens
claimed by federal or state taxing authorities.
3. REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Sellers as follows:
3.1 AUTHORITY; NO CONFLICT. This Agreement constitutes the legal, valid,
and binding obligation of Buyer, enforceable against Buyer in accordance with
its terms. Upon the execution and delivery by Buyer of this Agreement, the
Indemnification Agreement, the Pledge Agreement and the Confidentiality and
Non-Compete Agreement (collectively, the "Buyer's Closing Documents"), the
Buyer's Closing Documents will constitute the legal, valid, and binding
obligations of Buyer, enforceable against Buyer in accordance with their
respective terms. Buyer has the absolute and unrestricted right, power, and
authority to execute and deliver this Agreement and the Buyer's Closing
Documents and to perform its obligations under this Agreement and the Buyer's
Closing Documents. Neither the execution and delivery of this Agreement nor the
consummation or performance of any of the transactions contemplated hereby will
give any person the right to prevent, delay, or otherwise interfere with any of
the transactions contemplated hereby.
3.2 CERTAIN PROCEEDINGS. There is no pending legal proceeding that has
been commenced against Buyer and that challenges, or may have the effect of
preventing, delaying, making illegal, or otherwise interfering with, any of the
transactions contemplated hereby. To Buyer's knowledge, there exist no grounds
for such proceeding, nor has any such proceeding been threatened.
3.3 BROKERS OR FINDERS. Buyer and its officers and agents have incurred no
obligation or liability, contingent or otherwise, for brokerage or finders' fees
or agents' commissions or other similar payment in connection with this
Agreement and will indemnify and hold Sellers harmless from any such payment
alleged to be due by or through Buyer as a result of the action of Buyer or its
officers or agents.
4. COVENANTS OF SELLER PRIOR TO CLOSING DATE
4.1 TRANSFER OF ASSETS AND LIABILITIES FROM SELLER TO VFFR. At or prior to
the Closing, Seller shall transfer and assign to VFFR all of its assets used
exclusively in connection with its restoration business in Salt Lake City, Orem
and Dallas, and all of its debts, obligations and liabilities arising out of or
related to those assets or arising out of Seller's restoration business in those
cities prior to
-4-
<PAGE>
May 1, 2000. It is the intent of the parties that at the time of the Closing,
VFFR will own all of Seller's restoration assets and will have assumed all of
Seller's restoration liabilities.
4.2 REASONABLE EFFORTS. Between the date of this Agreement and the Closing
Date, Sellers will use their reasonable efforts to cause the conditions to
closing set forth in this Agreement to be satisfied.
5. COVENANTS OF BUYER PRIOR TO CLOSING DATE
5.1 APPROVALS OF GOVERNMENTAL AUTHORITIES. As promptly as practicable
after the date of this Agreement, Buyer will make all filings and obtain all
consents required by applicable laws and regulations in order to consummate the
transactions contemplated hereby.
5.2 REASONABLE EFFORTS. Between the date of this Agreement and the Closing
Date, Buyer will use its reasonable efforts to cause the conditions to closing
set forth in this Agreement to be satisfied.
6. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE
Buyer's obligation to purchase the Shares and to take the other actions
required to be taken by Buyer at the Closing is subject to the satisfaction, at
or prior to the Closing, of each of the following conditions (any of which may
be waived by Buyer, in whole or in part):
6.1 TRANSFER OF ASSETS AND LIABILITIES TO VFFR. All of Seller's assets and
liabilities used exclusively in, relating directly to, or arising directly out
of, Seller's restoration business in Salt Lake City, Orem and Dallas, as
reflected on Exhibit "D," shall have been transferred to and assumed by VFFR.
6.2 ACCURACY OF REPRESENTATIONS. All of Seller's representations and
warranties in this Agreement (considered collectively), and each of these
representations and warranties (considered individually), must have been
accurate in all material respects as of the date of this Agreement, and must be
accurate in all material respects as of the Closing Date as if made on the
Closing Date.
6.3 SELLERS' PERFORMANCE. All of the covenants and obligations that Seller
is required to perform or to comply with pursuant to this Agreement at or prior
to the Closing (considered collectively), and each of these covenants and
obligations (considered individually), must have been duly performed and
complied with in all material respects. Seller must have delivered each of the
documents required to be delivered by Seller pursuant to Section 1.5.1.
6.4 NO PROCEEDINGS. Since the date of this Agreement, there must not have
been commenced or threatened against Buyer, or against any person affiliated
with Buyer, any proceeding (a) involving any challenge to, or seeking damages or
other relief in connection with, any of the transactions contemplated hereby, or
(b) that may have the effect of preventing, delaying, making illegal, or
otherwise interfering with any of the transactions contemplated hereby.
-5-
<PAGE>
6.5 NO CLAIM REGARDING STOCK OWNERSHIP OR SALE PROCEEDS. There must not
have been made or threatened by any person any claim asserting that such person
(a) is the holder or the beneficial owner of, or has the right to acquire or to
obtain beneficial ownership of, any stock of, or any other voting, equity, or
ownership interest in VFFR, or (b) is entitled to all or any portion of the
purchase price payable for the Shares.
6.6 NO PROHIBITION. Neither the consummation nor the performance of any of
the transactions contemplated hereby will, directly or indirectly (with or
without notice or lapse of time), materially contravene, or conflict with, or
result in a material violation of, or cause Buyer or any person affiliated with
Buyer to suffer any material adverse consequence under, any applicable laws or
regulations.
7. CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE
Seller's obligation to sell the Shares and to take the other actions
required to be taken by Seller at the Closing is subject to the satisfaction, at
or prior to the Closing, of each of the following conditions (any of which may
be waived by Seller, in whole or in part):
7.1 ACCURACY OF REPRESENTATIONS. All of Buyer's representations and
warranties in this Agreement (considered collectively), and each of these
representations and warranties (considered individually), must have been
accurate in all material respects as of the date of this Agreement and must be
accurate in all material respects as of the Closing Date as if made on the
Closing Date.
7.2 BUYER'S PERFORMANCE. All of the covenants and obligations that Buyer
is required to perform or to comply with pursuant to this Agreement at or prior
to the Closing (considered collectively), and each of these covenants and
obligations (considered individually), must have been performed and complied
with in all material respects. Buyer must have delivered each of the documents
required to be delivered by Buyer pursuant to Section 1.5.2 and must have made
the cash payment required to be made by Buyer pursuant to Section 1.2.
7.3 CONSENTS. All of the consents required to be obtained from Buyer must
have been obtained and must be in full force and effect.
7.4 NO PROHIBITION. Neither the consummation nor the performance of any of
the transactions contemplated hereby will, directly or indirectly (with or
without notice or lapse of time), materially contravene, or conflict with, or
result in a material violation of, or cause Seller or any person affiliated with
Seller to suffer any material adverse consequence under, any applicable laws or
regulations.
8. TAX MATTERS
8.1 UNPAID FEDERAL AND STATE TAXES. Buyer and VFFR acknowledge that on or
about April 6, 2000 a Notice of Federal Tax Lien was filed against Seller for
unpaid Federal withholding taxes during 1998 and 1999. Buyer and VFFR further
acknowledge that certain state withholding and
-6-
<PAGE>
sales taxes were not paid by VTI between 1998 and 2000. A portion of the unpaid
federal and state taxes relates to the operation of the restoration portion of
VTI's business. Buyer acknowledges and agrees that the sale of the Shares is
subject to all existing liens and encumbrances in favor of federal and state
taxing authorities, and that the assets of VFFR are subject to all such liens
and encumbrances.
9. NAME CHANGE AND NON-COMPETE AGREEMENT
9.1 NAME CHANGE. Beginning twenty four (24) months after the Closing Date,
Seller may, in its sole discretion, request in writing that Buyer and VFFR cease
using the name "Venturi" anywhere in the United States. Within six (6) months
after receiving such written request, Buyer and VFFR shall cease using the name
"Venturi" for all purposes.
9.2 COPNFIDENTIALITY AND NON-COMPETE. At the Closing, Buyer shall enter
into a Confidentiality and Non-Compete Agreement in the form attached hereto as
Exhibit "C."
10. INDEMNIFICATION
In addition to the indemnification provisions set forth below, at the
Closing the parties shall enter into a separate Indemnification Agreement in the
form attached as Exhibit "A." In the event of a conflict between the
indemnification provisions set forth below and the terms of the separate
Indemnification Agreement, the terms of the separate agreement shall control.
10.1 SELLER'S INDEMNIFICATION OF BUYER. Seller indemnifies and agrees to
hold Buyer harmless from:
(a) any loss suffered by Buyer because a representation was not true,
a warranty was breached or a duty was not performed by Seller contained in
this Agreement or a related document;
(b) any claims, judgments and expenses, including legal fees, incurred
for any of the foregoing or for attempting to avoid or oppose the same or
for enforcing this indemnity.
10.2 BUYER'S INDEMNIFICATION OF SELLER. Buyer hereby agrees to indemnify
and hold Sellers harmless from:
(a) any loss suffered by Seller because a representation was not true,
a warranty was breached or a duty was not performed by Buyer contained in
this Agreement or a related document;
(b) any liabilities or debts of VFFR, whether they exist as of the
Closing Date or arise after the Closing Date; and
-7-
<PAGE>
(c) any claims, judgments and expenses, including legal fees, incurred
for any of the foregoing or for attempting to avoid or oppose the same or
for enforcing this indemnity.
11. GENERAL PROVISIONS
11.1 EXPENSES. Except as otherwise expressly provided in this Agreement,
each party to this Agreement will bear its respective expenses incurred in
connection with the preparation, execution, and performance of this Agreement
and the transactions contemplated hereby, including all fees and expenses of
agents, representatives, counsel, and accountants. In the event of termination
of this Agreement, the obligation of each party to pay its own expenses will be
subject to any rights of such party arising from a breach of this Agreement by
another party.
11.2 CONFIDENTIALITY. Between the date of this Agreement and the Closing
Date, Buyer and Seller will maintain in confidence, and will cause the
directors, officers, employees, agents, and advisors of each to maintain in
confidence, any written, oral, or other information obtained in confidence from
another party or from VFFR in connection with this Agreement or the transactions
contemplated hereby, unless (a) such information is already known to such party
or to others not bound by a duty of confidentiality or such information becomes
publicly available through no fault of such party, (b) the use of such
information is necessary or appropriate in making any filing or obtaining any
consent or approval required for the consummation of the transactions
contemplated hereby, or (c) the furnishing or use of such information is
required by or necessary or appropriate in connection with legal proceedings. If
the transactions contemplated hereby are not consummated, each party will return
or destroy as much of such written information as the other party may reasonably
request.
11.3 NOTICES. All notices, consents, waivers, and other communications
under this Agreement must be in writing and will be deemed to have been duly
given when (a) delivered by hand (with written confirmation of receipt), (b)
sent by telecopier (with written confirmation of receipt), provided that a copy
is mailed by registered mail, return receipt requested, or (c) when received by
the addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and telecopier
numbers set forth below (or to such other addresses and telecopier numbers as a
party may designate by notice to the other parties):
Seller: Venturi Technologies, Inc.
6295 East 56th Avenue
Commerce City, Colorado 80022
Phone: (303) 444-4444
Fax: (303) 289-1212
Attn: Michael F. Dougherty, CEO
Copy to: Venturi Technologies, Inc.
c/o Mackey, Price & Williams
170 South Main Street, Suite 900
Salt Lake City, Utah 84101
-8-
<PAGE>
Attn: Randy K. Johnson, General Counsel
Phone: (801) 575-5000
Fax: (801) 575-5006
Buyer: James K. Stone
1935 North 600 East
Orem, Utah 84097
Phone: (801) 262-9400
Fax: (801) 569-0289
Copy to: William M. Jeffs, Esq.
Jeffs & Jeffs
90 North 100 East
Provo, Utah 84606
Phone: (801) 373-8848
Fax: (801) 373-8878
11.4 JURISDICTION; SERVICE OF PROCESS. Any action or proceeding seeking to
enforce any provision of, or based on any right arising out of, this Agreement
may be brought against any of the parties in the courts of the State of Utah,
County of Salt Lake, or, if it has or can acquire jurisdiction, in the United
States District Court for the Central District of Utah, and each of the parties
consents to the jurisdiction of such courts (and of the appropriate appellate
courts) in any such action or proceeding and waives any objection to venue laid
therein. Process in any action or proceeding referred to in the preceding
sentence may be served on any party anywhere in the world.
11.5 FURTHER ASSURANCES. The parties agree (a) to furnish upon request to
each other such further information, (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.
11.6 WAIVER. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay by any party
in exercising any right, power, or privilege under this Agreement or the
documents referred to in this Agreement will operate as a waiver of such right,
power, or privilege, and no single or partial exercise of any such right, power,
or privilege will preclude any other or further exercise of such right, power,
or privilege or the exercise of any other right, power, or privilege. To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents referred to in this Agreement can be discharged
by one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other party; (b) no waiver that may be
given by a party will be applicable except in the specific instance for which it
is given; and (c) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party giving such
notice or demand to take further action without notice or demand as provided in
this Agreement or the documents referred to in this Agreement.
-9-
<PAGE>
11.7 ENTIRE AGREEMENT AND MODIFICATION. This Agreement supersedes all
prior verbal or written agreements between the parties with respect to its
subject matter (including the Letter of Intent between Buyer and Sellers dated
May 2, 2000) and constitutes (along with the documents referred to in this
Agreement) a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter, and there are no other
verbal or written agreements or understandings with respect to the terms hereof.
This Agreement may not be amended except by a written agreement executed by the
party to be charged with the amendment.
11.8 ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS. Neither party may
assign any of its rights under this Agreement without the prior consent of the
other parties, except that Buyer may assign any of its rights under this
Agreement to any Subsidiary of Buyer. Subject to the preceding sentence, this
Agreement will apply to, be binding in all respects upon, and inure to the
benefit of the successors and permitted assigns of the parties. Nothing
expressed or referred to in this Agreement will be construed to give any person
other than the parties to this Agreement any legal or equitable right, remedy,
or claim under or with respect to this Agreement or any provision of this
Agreement. This Agreement and all of its provisions and conditions are for the
sole and exclusive benefit of the parties to this Agreement and their successors
and assigns.
11.9 SEVERABILITY. If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect. Any provision of this
Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
11.10 SECTION HEADINGS, CONSTRUCTION. The headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or interpretation. All references to "Section" or "Sections" refer to the
corresponding Section or Sections of this Agreement. All words used in this
Agreement will be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.
11.11 TIME OF ESSENCE. With regard to all dates and time periods set forth
or referred to in this Agreement, time is of the essence.
11.12 GOVERNING LAW. This Agreement will be governed by the laws of the
State of Utah without regard to conflicts of laws principles.
11.13 TAX ELECTIONS. Sellers acknowledge that the Buyer may, in its sole
discretion, make certain tax elections with respect to this transaction,
including, but not necessarily limited to, an election under Section 338 of the
Internal Revenue Code of 1986, as amended, to treat this transaction for tax
purposes as though it were a purchase and sale of assets rather than stock.
11.14 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.
-10-
<PAGE>
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first written above.
BUYER:
/s/ James K. Stone
------------------------------
James K. Stone
/s/ Patrice A. Stone
------------------------------
Patrice A. Stone
SELLER:
VENTURI TECHNOLOGIES, INC.
By: /s/ Michael F. Dougherty
---------------------------
Its: CEO
-----------------------
VFFR:
VENTURI FLOOD & FIRE RESTORATION, INC.
By: /s/ James K. Stone
---------------------------
Its: President
-----------------------
-11-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,132,148
<SECURITIES> 0
<RECEIVABLES> 2,394,021
<ALLOWANCES> 120,000
<INVENTORY> 123,028
<CURRENT-ASSETS> 3,856,020
<PP&E> 11,444,237
<DEPRECIATION> 2,860,211
<TOTAL-ASSETS> 23,332,055
<CURRENT-LIABILITIES> 8,897,121
<BONDS> 0
13,563
3,258
<COMMON> 0
<OTHER-SE> 25,736,060
<TOTAL-LIABILITY-AND-EQUITY> 23,332,055
<SALES> 3,885,699
<TOTAL-REVENUES> 3,885,699
<CGS> 1,956,533
<TOTAL-COSTS> 6,751,287
<OTHER-EXPENSES> 819,504
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 719,477
<INCOME-PRETAX> (4,404,569)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,404,569)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,404,569)
<EPS-BASIC> (0.30)
<EPS-DILUTED> (0.07)
</TABLE>
