<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2000
Commission File Number 1-13365
-----------
INTERCORP EXCELLE INC.
(Exact name of Small Business Issuer as specified in its charter)
Ontario, Canada N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1880 Ormont Drive M9L 2V4
Toronto, Ontario, Canada (Zip Code)
(Address of principal executive offices)
(416) 744-2124
(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Redeemable Common Stock Purchase Warrants
(Title of Class)
-----------
Indicate by check mark whether the issuer: (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [ X ] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practical date: September 13, 2000 - 4,000,761
common shares, no par value.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]
<PAGE>
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Interim Consolidated Balance Sheets as at July 31, 2000 and
January 31, 2000 1
Interim Consolidated Statements of Income for the three and
six months ended July 31, 2000 2
Interim Consolidated Statements of Cash Flows for the
six months ended 3
Interim Consolidated Statements of Stockholders' Equity for
the six months 4
Notes to Interim Consolidated Financial Statements 5 - 10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11-12
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 13
Item 4. Submission of Matters to a vote of Security Holders 14
Item 6. Exhibits and reports on Form 8-K 14
Signatures 15
<PAGE>
Item 1. Financial Statements
INTERCORP EXCELLE INC.
Interim Consolidated Balance Sheets
As at July 31, 2000 AND January 31, 2000
(Amounts expressed in US Dollars)
(Unaudited)
<TABLE>
<CAPTION>
July 31, January 31,
2000 2000
$ $
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and short term investments Note 1(c) 1,884,171 1,749,012
Accounts receivable (net of $24,093 allowance) Note 1(d) 1,670,664 1,332,659
Investment tax credit recoverable Note 1(l) 113,900 99,230
Inventory Note 1(f) 1,937,728 1,527,818
Income tax recoverable 0 35,043
Prepaid expenses and sundry assets 165,439 77,847
---------------------------------
Total current assets 5,771,902 4,821,609
PROPERTY, PLANT AND EQUIPMENT Note 1(g) 3,568,989 3,546,530
INTANGIBLE ASSET Note 1(i) 795,933 828,042
---------------------------------
Total Assets 10,136,824 9,196,181
=================================
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities Note 1(d) 2,606,747 2,029,487
Income tax payable 43,015 0
Current portion of long term debt 222,287 227,335
Current portion of mortgage payable 47,243 48,316
---------------------------------
Total current liabilities 2,919,292 2,305,138
LONG TERM DEBT 732,613 443,550
MORTGAGE PAYABLE 767,699 809,290
DUE TO DIRECTORS 122,982 125,775
DEFERRED INCOME TAXES Note 1(h) 194,071 198,478
---------------------------------
Total Liabilities 4,736,657 3,882,231
---------------------------------
STOCKHOLDERS' EQUITY
COMMON STOCK Note 2(a) 3,344,522 3,344,522
ADDITIONAL PAID IN CAPITAL Note 2(b) 505,496 505,496
RETAINED EARNINGS 1,988,132 1,769,232
TREASURY STOCKS Note 3 (48,779) (35,543)
CUMULATIVE TRANSLATION ADJUSTMENTS (389,204) (269,757)
---------------------------------
Total Stockholders' Equity 5,400,167 5,313,950
---------------------------------
Total Liabilities and Stockholders' Equity 10,136,824 9,196,181
=================================
</TABLE>
Page 1
<PAGE>
INTERCORP EXCELLE INC.
Interim Consolidated Statements Of
Income For the three months and six months ended
July 31, 2000 and 1999
(Amounts expressed in US Dollars)
(Unaudited)
<TABLE>
<CAPTION>
3 months ended 6 months ended 3 months ended 6 months ended
July 31, 2000 July 31, 2000 July 31, 1999 July 31, 1999
$ $ $ $
<S> <C> <C> <C> <C>
GROSS SALES Note 1 (k) 5,694,102 9,934,025 3,967,451 7,225,406
Trade Expenditures 526,360 882,264 302,367 550,655
--------------------------------------------------------------------------
NET SALES 5,167,742 9,051,761 3,665,084 6,674,751
Cost of sales 3,378,183 5,988,465 2,473,440 4,480,126
--------------------------------------------------------------------------
GROSS PROFIT 1,789,559 3,063,296 1,191,644 2,194,625
--------------------------------------------------------------------------
EXPENSES
Selling 888,205 1,464,162 576,285 1,018,060
General & administrative 394,264 825,981 311,427 638,204
Research & development costs 105,679 160,848 66,884 128,335
Financial (net of interest income) 26,425 40,681 6,521 16,597
Amortization 152,983 283,798 116,796 208,839
--------------------------------------------------------------------------
TOTAL OPERATING EXPENSES 1,567,556 2,775,470 1,077,913 2,010,034
--------------------------------------------------------------------------
OPERATING INCOME 222,003 287,826 113,731 184,591
Gain/(loss) on exchange 4,022 24,411 18,870 (55,799)
--------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 226,025 312,237 132,601 128,792
Income taxes 72,868 93,337 41,358 41,358
--------------------------------------------------------------------------
NET INCOME 153,157 218,900 91,243 87,434
==========================================================================
NET INCOME PER WEIGHTED AVERAGE COMMON
SHARE 0.04 0.06 0.02 0.02
==========================================================================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 3,968,561 3,973,329 4,005,761 4,037,071
==========================================================================
</TABLE>
Page 2
<PAGE>
INTERCORP EXCELLE INC.
Interim Consolidated Statements Of Cash Flows
For the six months ended July 31, 2000 and 1999
(Amounts expressed in US Dollars)
(Unaudited)
<TABLE>
<CAPTION>
July 31, 2000 July 31, 1999
$ $
<S> <C> <C>
Cash flows from operating activities:
Net Income 218,900 87,434
Adjustments to reconcile net income to net cash provided by operating
activities:
Amortization 270,978 216,747
Increase in accounts receivable (370,391) (399,963)
Increase in investments tax credits (17,002) (30,339)
Increase in inventory (447,210) (577,230)
Decrease/(increase) in prepaid expenses (90,000) 21,037
Increase in accounts payable and accrued liabilities 627,056 952,852
Changes in income tax payable/recoverable 77,867 12,083
------------------------------
Total adjustments 51,298 195,187
------------------------------
Net cash provided by operating activities 270,198 282,621
------------------------------
Cash flows from investing activities:
Purchase of property, plant and equipment (359,128) (318,976)
Acquisition of A1 Sauce -- (1,246,652)
------------------------------
Net cash used by investing activities (359,128) (1,565,628)
------------------------------
Cash flows from financing activities
Mortgage repayments (23,801) (23,557)
Proceeds from long term debt 429,678 --
Repayment of long term debt (128,493) (218,520)
Repurchase of common shares (14,131) (155,665)
------------------------------
Net cash provided by (used in) financing activities 263,253 (397,742)
------------------------------
Effect of foreign currency exchange rate changes (35,164) 24,406
------------------------------
Net increase/(decrease) in cash and cash equivalents 135,159 (1,656,343)
Cash and cash equivalents
Beginning of period 1,749,012 3,170,147
------------------------------
End of period 1,884,171 1,513,804
==============================
Income tax paid 15,977 17,930
==============================
Interest paid , net 40,843 16,596
==============================
</TABLE>
Page 3
<PAGE>
INTERCORP EXCELLE INC.
Interim Consolidated Statements of Stockholders' Equity
As at July 31, 2000
(Amounts expressed in US Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Additional Cumulative
Common Paid-in Treasury Translation Retained
Stock Capital Stock Adjustments Earnings Total
$ $ $ $ $ $
<S> <C> <C> <C> <C> <C> <C>
Balance as of January 31, 2000 3,344,522 505,496 (35,543) (269,757) 1,769,232 5,313,950
Foreign currency translation -- -- -- (105,157) -- (105,157)
Treasury Stock exchange adj -- -- 695 -- -- 695
Net income for the quarter -- -- -- -- 65,743 65,743
-------------------------------------------------------------------------------------------------
Balance as of July 31, 2000 3,344,522 505,496 (34,848) (374,914) 1,834,975 5,275,231
Foreign currency translation 14,290 (14,290)
Treasury Stock (13,931) (13,931)
Net income for the quarter 153,157 153,157
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
Balance as of July 31, 2000 3,344,522 505,496 (48,779) (389,204) 1,988,132 5,400,167
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 4
<PAGE>
INTERCORP EXCELLE INC.
Notes to Interim Consolidated Financial Statements
(Amounts expressed in US Dollars)
(Unaudited)
1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The consolidated financial statements include the accounts of Intercorp
Excelle Inc. ("the Company") and its wholly owned subsidiary, Intercorp Excelle
Foods Inc. The Company was incorporated on April 18, 1997. All significant
transactions and balances among the consolidated entities have been eliminated
in the preparation of these consolidated financial statements.
In the opinion of management all adjustments that are necessary to a
fair statement of results for the interim periods has been included.
b) Principal Activities
The Company is principally engaged in the production of food products in
Canada and its distribution in Canada and the U.S.
c) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, amount due from
banks,and any other highly liquid investments purchased with a maturity of three
months or less. The carrying amount approximates fair value because of the short
maturity of those instruments.
d) Other Financial Instruments
The carrying amount of the Company's accounts receivable and payable
approximates fair value because of the short maturity of these instruments.
e) Long-term Financial Instruments
The fair value of each of the Company's long-term financial assets and
debt instruments is based on the amount of future cash flows associated with
each instrument discounted using an estimate of what the Company's current
borrowing rate for similar instruments of comparable maturity would be.
f) Inventory
Inventory is valued at the lower of cost or net realizable value. Cost
is determined on the first-in, first-out basis.
g) Property, Plant and Equipment
Property, plant and equipment are recorded at cost and are amortized
over their estimated useful lives at the undernoted rates and methods:
Building 4% declining balance
Equipment 20% declining balance
Leasehold Improvement 10% straight line
Vehicle 30% declining balance
Computer Equipment 30% declining balance
Office Furniture 20% declining balance
Computer Software 1-3 years straight-line
Amortization for assets acquired during the period are recorded at one-half of
the indicated rates.
Page 5
<PAGE>
INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)
(Unaudited)
h) Income Taxes
The company uses the asset and liability method of accounting for income
taxes. Under the asset and liability method, deferred tax assets and liabilities
are recognized for the estimated future tax consequences attributable to
differences between the financial statement carry amounts of existing assets and
liabilities and their respective tax bases. This method also requires the
recognition of future tax benefits such as operating loss carryforwards, to the
extent that realization of such benefits is more likely than not. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those differences are expected to be
recovered or settled. The effect of deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
i) Intangible Asset
Intangible asset represents the cost of acquiring the Canadian trademark,
brand name and proprietary information of A-1(TM) Sauce business. It is being
amortized on a straight-line basis over a period of 30 years.
j) Foreign Currency Translation
The company maintains its books and records in Canadian dollars. Foreign
denominated monetary balances are translated into Canadian funds at the rate of
exchange prevailing at balance sheet date. Foreign currency denominated
non-monetary balances are translated at historical rates. Sales and expenses are
translated at the rate in effect of the transaction dates. Transaction gains and
losses are included in the determination of earnings for the period.
The translation of the financial statements from Canadian dollars ("CDN $")
into United States dollars is performed for the convenience of the reader.
Balance sheet accounts are translated using closing exchange rates in effect at
the balance sheet date and income and expenses accounts are translated using an
average exchange prevailing during each reporting year. No representation is
made that the Canadian dollar amounts could have been or could be, converted
into United States dollars at the rates on the respective dates and or at any
other certain rates. Adjustments resulting from the translation are included in
the cumulative translation adjustments in stockholders' equity.
k) Sales
Sales represent the invoiced value of goods supplied to customers. Sales
are recognized upon delivery of goods and passage of title to customers.
l) Government Assistance and Investment Tax Credits
Government Assistance and Investment Tax Credits are recorded on the
accrual basis and are accounted for as a reduction of the related current
expenditures.
m) Use of Estimates
The preparation of financial statements requires management to make
estimates and assumptions that affect certain reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of sales and expenses during
the reporting period. Actual results could differ from those estimates.
n) Accounting Changes
On February 1, 1996, the company adopted the provisions of SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for long-lived Assets to
be Disposed Of. SFAS No. 121 requires that long-lived asset to be held and used
Page 6
<PAGE>
INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)
(Unaudited)
by an entity be reviewed for impairment whenever events or changes in
circumstances indicates that the carrying amount of an asset may not be
recoverable. This statement is effective for financial statements for fiscal
years beginning after December 15, 1995. Adoption of SFAS No. 121 did not have a
material impact on the company's results of operations.
In December 1995, SFAS No. 123, Accounting for Stock-Based Compensation, was
issued. It introduces the use of a fair value-based method of accounting for
stock-based compensation. It encourages, but does not require, companies to
recognize compensation expense for stock-based compensation to employees based
on the new fair value accounting rules. Companies that choose not to adopt the
new rules will continue to apply the existing accounting rules contained in
Accounting Principles Board Option No. 25, Accounting for Stock Issued to
employees. However, SFAS No. 123 requires companies that choose not to adopt the
new fair value accounting rules to disclose pro forma net income and earnings
per share under the new method. SFAS No. 123 is effective for financial
statements for fiscal years beginning after December 15, 1995. The company has
adopted the disclosure provisions of SFAS No. 123.
In 1998, the Company adopted the provisions of SFAS No. 130 "Reporting
Comprehensive Income" and SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information." SFAS 130 requires companies to disclose
comprehensive income in their financial statements. In addition to items
included in net income, comprehensive income includes items currently charged or
credited directly to stockholders' equity, such as the change in unrealized
appreciation (depreciation) of securities and foreign currency translation
adjustments. SFAS 131 established new standards for reporting operating
segments, products and services, geographic areas and major customers. Segments
are defined consistent with the basis management used internally to assess
performance and allocate resources.
On March 4, 1998, the AICPA Accounting Standards Executive Committee
issued Statement of Position No. 98-1 (SOP 98-1), "Accounting for the Cost of
Computer Software Developed or Obtained for Internal Use." SOP 98-1 was issued
to address diversity in practice regarding whether and under what conditions the
costs of internal-use software should be capitalized. SOP 98-1 is effective for
financial statements for years beginning after December 15, 1998. In 1999, the
Company adopted the new requirements of the SOP which did not have significant
effect on net earnings during 1999.
In June 1998 SFAS No. 133, as amended, "Accounting for Derivative
Instruments and Hedging Activities" was issued, to be effective for fiscal
quarters and fiscal years beginning after June 15, 2000. The Company does not
have any derivative instruments or hedging activities therefore, the Company
believes that SFAS No. 133 will have no material impact on the Company's
financial statements or notes thereto.
o) Earnings per share
The Company's basic earnings per share calculations are based upon the
weighted average number of shares of common stock outstanding during each
period. The number of shares outstanding for the computation of fully dilute
earnings per share is calculated based upon the application of the treasury
stock method for outstanding options and warrants.
Fully diluted earnings per share was the same as basic net income per
common share for the period ended July 31, 2000.
2.) STOCKHOLDERS' EQUITY
a) Authorized
An unlimited number of common and preference shares.
Page 7
<PAGE>
INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)
(Unaudited)
The preference shares are issuable in series upon approval by the
directors with the appropriate designation, rights, and conditions attaching to
each share of such series.
Issued:
July 31, 2000 January 31, 2000
$ $
4,000,761 common shares 3,344,522 3,344,522
=================================
b) Purchase Warrants
During the fiscal year 1998, 1,224,750 Purchase Warrants ("Warrants")
were issued pursuant to a Warrant Agreement between the company and Continental
Stock Transfer & Trust Company. Each Warrant entitles its holder to purchase,
during the four year period commencing on October 9, 1997, one share of common
stock at an exercise price of $6.00 per share, subject to adjustment in
accordance with the anti-dilution and other provision referred to below. The
Warrants may be redeemed by the company at any time and prior to their
expiration, at a redemption price of $0.10 per Warrant, on not less than 30
days' prior written notice to the holders of such Warrants, provided that the
closing bid price of the common stock if traded on the Nasdaq SmallCap Market,
or the last sale price per share of the common stock, if listed on the Nasdaq
National Market or on a national exchange, is at least 150% ($9.00 per share,
subject to adjustment) of the exercise price of the Warrants for a period of 20
consecutive business days ending on the third day prior to the date the notice
of redemption is given. Holders of Warrants shall have exercise rights until the
close of the business day preceding the date fixed for redemption.
The exercise price and the number of shares of common stock purchasable
upon the exercise of the Warrants are subject to adjustment upon the occurrence
of certain events, including stock dividends, stock splits, combinations or
classification of the common stock. The Warrants do not confer upon holders any
voting or any other rights of shareholders of the company.
No Warrant will be exercisable unless at the time of exercise the
company has filed with the Commission a current prospectus covering the issuance
of common stock issuable upon the exercise of the Warrant and the issuance of
shares has been registered or qualified or is deemed to be exempt from
registration or qualification under the securities laws of the state of
residence of the holder of the Warrant. The company has undertaken to use its
best efforts to maintain a current prospectus relating to the issuance of shares
of common stock upon the exercise of the Warrants until the expiration of the
Warrants, subject to the terms of the Warrant Agreement. While it is the
company's intention to maintain a current prospectus, there is no assurance that
it will be able to do so.
As at July 31, 2000, none of the Purchased Warrants has been exercised.
c) Bridge Warrants
In May, 1997, the company issued an aggregate of 175,000 Warrants (the
"Bridge Warrants"). The Bridge Warrants entitle the holder to purchase one share
of common stock for $3.75 per share for a period of four years. Bridge Warrants
are exchangeable at the option of the holder for a like number of warrants with
identical terms as the Warrants.
As at July 31, 2000, none of the Bridge Warrants has been exercised or
exchanged.
d) Stock Option Plan
In May, 1997, the board of directors and shareholders adopted the
Intercorp Excelle Inc. Stock Option Plan (the "1997 Plan"), pursuant to which
500,000 shares of common stock are reserved for issuance. The 1997 Plan is
administered by the compensation committee or the board of directors, who
determine those individuals who shall receive options, the time period during
which the options may be partially or fully exercised, the number of shares of
common stock issuable upon the exercise of the options and the option exercise
price.
The 1997 Plan is for a period for ten years, expiring in May, 2007.
Options may be granted to officers, directors, consultants, key employees,
advisors and similar parties who provide their skills and expertise to the
company. Options granted under the 1997 Plan might be exercisable for up to ten
years, may require vesting, and shall be at an exercise price as determined by
the board. Options are non-transferable except by the laws of descent and
distribution or a change in control of the company, as defined in the 1997 Plan,
and are exercisable only by the participant during his or her lifetime. Change
in control includes (I) the sale of substantially all of the assets of the
company and merger or consolidated with another, or (ii) a majority of the board
changes other than by the shareholders pursuant to board solicitation or by
vacancies filled by the board caused by death or resignation of such person. If
a participant ceases affiliation with the company by reason of death, permanent
disability or retirement at or after age 70,
Page 8
<PAGE>
INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)
(Unaudited)
the option remains exercisable for one year from such occurrence but not beyond
the option's expiration date. Other termination gives the participant three
months to exercise, except for termination for causes which results in immediate
termination of the option.
Options granted under the 1997 Plan, at the discretion of the
compensation committee or the board, may be exercised either with cash, common
stock having a fair market equal to the cash excisable price, the participant's
personal recourse note, or with an assignment to the company of sufficient
proceeds from the sale of the common stock acquired upon exercise of the options
with an authorization to the broker or selling agent to pay that amount to the
company, or any combination of the above.
Any unexercised options that expire or terminate upon an employee's
ceasing to be employed by the company become available again for issuance under
the 1997 Plan. The 1997 Plan may be terminated or amended at any time by the
board of directors, except that the number of shares of common stock reserved
for issuance upon the exercise of options granted under the 1997 Plan may not be
increased without the consent of the shareholders of the company.
d) Stock Option Plan (continue)
In May 1999, the Board granted 10,000 options under the 1997 Plan to two
of the Company's independent Directors. 40% of the options are immediately
exercisable, an additional 30% become exercisable after March 2, 2000 and all
the options are exercisable after March 2, 2001. In April 1999, the Board
granted 26,500 options to employees and 20,000 options to five directors under
the 1997 Plan. All options are exercisable immediately.
On September 8, 1999, the Board of Directors has approved to change the
exercise price of existing outstanding stock options to $1.00.
In April 2000, the Board granted 35,000 options to employees and 68,000
options to all Directors and Officers. Out of the total granted to Directors and
Officers, 16,000 went to the Board's three independent Directors. 40% of the
options are exercisable after July 26, 2000; 30% become exercisable after April
26, 2001 and the remainder after April 26, 2002.
Options outstanding as at July 31, 2000 are as follows:
Options granted to: Weighted Average
Options Exercise Price
$ $
Directors 239,500 1.00
Employees 82,500 1.00
Options granted to two independent directors 36,000 1.00
------------------------------
Options oustanding at July 31, 2000 358,000 1.00
==============================
e.) Application of SFAS 123: Accounting for Stock-Based Compensation
As all options granted are exercisable at $1.00 per share which
approximates the fair value of the share, no Stock-based compensation has been
recognized in connection with these options.
3.) Treasury Stock
On March 1, 1999, the Board of Directors approved a Company stock
repurchase program to buy back up to 250,000 common shares of the Company at a
market price per share not exceeding $2.00. As at July 31, 2000 the Company had
repurchased 143,838 shares and of which 106,739 shares were cancelled in January
2000. As at July 31, 2000, the Company has on hand 37,099 common shares.
Page 9
<PAGE>
INTERCORP EXCELLE INC.
Notes to Consolidated Financial Statements (continued)
(Amounts expressed in US Dollars)
(Unaudited)
4.) COMPREHENSIVE INCOME
The Company has adopted Statement of Financial Accounting Standards
No. 130 "Reporting Comprehensive Income and its components in the financial
statements. However, it does not affect net income or stockholders' equity. The
components of comprehensive income are as follows:
<TABLE>
<CAPTION>
July 2000 July 1999
$ $
<S> <C> <C>
Net income 153,157 91,243
Other comprehensive income / (loss) (14,290) (135,692)
--------------------- ---------------------
Comprehensive income 138,867 (44,449)
===================== =====================
Accumulated other comprehensive losses, January 31, 1999 (487,521)
Foreign currency translation adjustments for the quarter ended April 30, 1999 162,990
--------------------
Accumulated other comprehensive losses, April 30, 1999 (324,531)
Foreign currency translation adjustments for the quarter ended July 30, 1999 (135,693)
--------------------
Accumulated other comprehensive losses, June 30, 1999 (460,224)
Foreign currency translation adjustments for the quarter ended October 31, 1999 122,402
--------------------
Accumulated other comprehensive losses, October 31, 1999 (337,822)
Foreign currency translation adjustments for the quarter ended January 31, 2000 68,065
--------------------
Accumulated other comprehensive losses, January 31, 2000 (269,757)
Foreign currency translation adjustments for the quarter ended April 30, 2000 (105,157)
--------------------
Accumulated other comprehensive losses, April 30, 2000
(374,914)
Foreign currency translation adjustments for the quarter ended July 31, 2000
(14,290)
--------------------
Accumulated other comprehensive losses, July 31, 2000 (389,204)
====================
</TABLE>
Page 10
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
General
The statements contained in this Filing that are not historical are
forward looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, including statements regarding the
Company's expectations, intentions, beliefs or strategies regarding the future.
All forward-looking statements include the Company's statements regarding
liquidity, anticipated cash needs and availability and anticipated expense
levels. All forward looking statements included in this report are based on
information available to the Company on the date hereof, and the Company assumes
no obligation to update any such forward looking statement. It is important to
note that the Company's actual results could differ materially from those in
such forward-looking statements.
Results of Operations (All amounts expressed in US Dollars unless otherwise
stated).
Six months ended July 31, 2000 compared to the six months ended July
31, 1999.
Sales for the six months ended July 31, 2000 were 9.9 million, a 37.5%
increase over prior year first six months sales of $7.2 million. Second quarter
sales of $5.7 million contributed significantly to the stellar sales growth, and
increased 43.5% over prior year second quarter results. This large increase in
sales reflected continued growth and distribution of Renee's Gourmet(TM) branded
dressings, sauces and marinades into major accounts in Western Canada, as well
as Food Service incremental business (Mr.SUB, The KEG, Boston Pizza). The second
quarter of this fiscal year was also impacted by incremental sales of 980ml
A1(TM) steak sauces in Costco and the successful launch of a new product line of
Renee's Gourmet(TM) branded Dip's (227ml re-useable tub packaging) in major
retail accounts in Eastern Canada.
Gross profit for the same six month period of $3.1 million was 33.8% of
net revenues, which was 39.6% higher than the same period one year ago (32.8% of
net sales) and represented a full percentage point improvement in margin. This
was attributed to significantly improved second quarter margins (34.6% of net
sales), representing a mix of higher margin new Renee's Gourmet(TM) branded
business. More importantly, lower prime ingredient costs, especially depressed
Canola oil and sugar prices contributed greatly, and more than offset higher
than anticipated distribution expenses, generated by a higher percentage of less
than truckload shipments, and increased shipments to longer distance Western
Canada accounts.
Selling and marketing expenses of $1.5 million were 43.8% higher than
the first six months of 1999, reflecting additional consumer marketing and sales
support expenditures behind new launches and listings of Renee's Gourmet(TM)
dressings, dips, sauces and marinades as well as incremental Food Service
business. A significant marketing investment behind new listings of Renee's
Gourmet(TM) in Western Canada, primarily couponing, in-store demonstrations and
print media was necessary in the second quarter. General and Administrative
expenses for the first six months of $825,981 were 29.4% higher than prior year
same period, primarily to support sales growth, increased support staff and wage
increases. R&D expenditures of $160,848 also reflect increased product research
and development work, necessary to support the company's continued aggressive
growth.
Financial costs have been only partially offset by interest income on
funds invested in USD interest bearing term accounts.
Operating income (before income taxes and extraordinary items),
increased significantly in the second quarter over prior year to $222,003 for
the three months ended July 31, 2000, $108,272 higher than prior year second
quarter. This result boosted six-month year to date operating income to
$287,826, which was 55.9% higher than prior year results. Overall, significantly
improved gross margins, were only partially offset by higher than anticipated
distribution expenditures, and a planned incremental investment in marketing and
selling support behind new product launches and listings.
The company also reported a net translation gain of $24,411 on US
funds converted to Canadian dollars for the six months of the current fiscal
year as compared to a loss of $55,799 for the same period one year earlier. This
reflects some strengthening of the US dollar versus the Canadian dollar since
the beginning of current fiscal year. (Although the company's functional
currency is Canadian dollars, the majority of available cash funds are held in
US dollars).
Net income was $218,900 or $0.06 per share, versus $87,434 ($0.02 per
share) for the six months of last year.
Page 11
<PAGE>
Liquidity and Capital Resources
The company had net cash from operations of $270,198 for the six months
ending July 31, 2000. The principal source of cash traced to an increase in
accounts payable and accrued liabilities. This was partially offset by cash
required to carry higher inventories and an increase in accounts receivable at
the end of the period.
Capital spending during the first six months of 2000 reflected
planned capital additions of $359,128. Capital additions in the current fiscal
year to date are higher than prior year excluding the acquisition of A1TM Sauce
assets of $1.2 million in July 1999.
The Company's secured credit arrangement with the National Bank of
Canada includes a credit line of Cdn$3.0 million that is due on demand and bears
interest at prime plus 1.0% - which is not currently being used due to the
company's positive cash position in US dollars. The company renegotiated its
secured credit facility with the National Bank of Canada effective June 13,
2000. As part of that arrangement, the company also has a Cdn$1.5 million
acquisition line available for future mergers or acquisitions which may be drawn
down as an operating loan and bears interest at prime plus 1.0%, subject to
certain conditions. As well, the company has an additional Cdn$1.2 million
non-revolving demand loan available for current year capital expenditures; and
bears interest at prime plus 0.75%. All borrowings are collateralized by the
assets of the Company.
The Company received net proceeds of an Offering effective October 9,
1997 in a net amount of $3,799,062. The Company believes that the proceeds of
the Offering, coupled with income from operations will fulfill the Company's
working capital needs for at least the next two years. It is the Company's
intention to utilize a significant portion of the proceeds to continue to
aggressively seek synergistic acquisitions. The Company currently intends to
support its branded Renee's business through increased marketing, advertising
and distribution throughout North America. As the Company continues to grow,
bank borrowings, other debt placements and equity offerings may be considered,
in part, or in combination, as the situation warrants.
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<PAGE>
PART II OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company made an initial public offering of its common stock, no par
value ("Common Stock") and common stock purchase warrants ("Warrants") (the
Common Stock and Warrants are collectively referred to as the "Securities")
pursuant to a registration statement declared effective by the Securities and
Exchange Commission on October 9, 1997, File No. 333-7202 ("Registration
Statement"). Each Warrant permits the holder, upon exercise, to receive one
share of the Company's common stock, no par value.
The following are the Company's expenses incurred in connection with
the issuance and distribution of the Securities in the offering from the
effective date of the Registration Statement to the ending date of the reporting
period of this 10-QSB:
Expense Amount
------- ------
Underwriter's Discounts and Commissions $ 512,247
Expenses paid to or for the Underwriters 241,674
Other expenses 569,492
----------
Total Expenses $1,323,413
==========
None of the foregoing expenses were paid, directly or indirectly, to
any director or officer of the Company or their associates, to any person who
owns 10 percent or more of any class of equity securities of the Company, or to
any affiliate of the Company.
The net offering proceeds to the Company after deducting for the
foregoing expenses are $3,799,062.
The following are the application of the net proceeds by the Company
from the sale of the Securities in the offering from the effective date of the
Registration Statement to the ending date of the reporting period of this 10-
QSB:
Item Amount
---- ------
Purchase of Building $ 395,464
Temporary Investments (1) 1,481,735
Purchase of A1 Sauce business 1,266,863
Repayment of Indebtedness 655,000
----------
Total Application of Net Proceeds $3,799,062
==========
(1) Temporary investments represent term deposits with the Company's bank for
maturity terms less than 3 months.
The application of the net proceeds to date is not a material change in
the use of proceeds described in the prospectus in the Registration Statement.
Page 13
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On July 11, 2000, the Company held its 2000 Annual Meeting of
Stockholders. At the annual meeting, the Company's stockholders were asked to
vote upon: (i) the election of eight directors to serve for the ensuing year;
and (ii) the appointment of an independent accounting firm for the ensuing year.
The following persons were elected as directors of the company for the
ensuing year by the votes next to such persons name:
<TABLE>
<CAPTION>
For Withheld Against
<S> <C> <C> <C>
Arnold Unger 2,904,780 2,701 0
Renee Unger 2,904,780 2,701 0
Fred Burke 2,904,780 2,701 0
Lori Gutmann 2,904,780 2,701 0
Alysse Unger 2,904,780 2,701 0
John Rothschild 2,904,780 2,701 0
Taketo Murata 2,904,780 2,701 0
Karen Unger 2,904,780 2,701 0
</TABLE>
Arnold Unger, Renee Unger, Fred Burke, Lori Gutmann, Alysse Unger, John
Rothschild, Taketo Murata and Karen Unger were duly elected as Directors of the
Corporation to serve until the Annual Meeting of Stockholders in the year 2001
or until their respective successors have been duly elected and qualified.
Richter, Usher & Vineberg, Chartered Accountants was approved to act as
the Company's independent chartered accountants for the ensuing year by the
following vote:
For Against Abstain
2,903,480 4,001 0
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit description
27. Financial Data Schedule
(b) Reports on Form 8-K.
On June 8, 2000, the Company filed a report on Form 8-K pursuant to
Item 4. Changes in Registrant's Certifying Accountant.
Page 14
<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.
<TABLE>
<CAPTION>
INTERCORP EXCELLE, INC.
<S> <C> <C>
September 14, 2000 By: /s/ ARNOLD UNGER
----------------
ARNOLD UNGER
Chief Executive Officer and
Co-Chairperson
September 14, 2000 By: /s/ RENEE UNGER
---------------
RENEE UNGER
President and Co-Chairperson
September 14, 2000 By: /s/ FRED BURKE
--------------
FRED BURKE
Chief Financial Officer, Chief
Operating Officer and Secretary
</TABLE>
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