SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 2000
Commission File No.: 000-29299
CORVU CORPORATION
(Name of Small Business Issuer as specified in its charter)
Minnesota 41-1457090
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
3400 West 66th Street, Edina, Minnesota 55435
(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code: (952) 944-7777
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:Common Stock
Check whether the Issuer (1) has 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
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
Issuer's revenues for its most recent fiscal year: $12,809,294
The aggregate market value of the Common Stock held by nonaffiliates of the
Registrant as of September 15, 2000 was approximately $12,370,000 based upon the
closing price of the Registrant's Common Stock on such date.
There were 19,542,166 shares of Common Stock outstanding as of September 15,
2000.
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DOCUMENTS INCORPORATED BY REFERENCE
None
Transitional Small Business Disclosure Format (check one). Yes ___ No X
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Business Development
We are a holding company that develops and sells business performance
management software products and related professional services through our
subsidiaries: CorVu North America, Inc. (incorporated in Minnesota, responsible
for North and South America); CorVu Plc. (incorporated in Great Britain,
responsible for Europe), and CorVu Australasia Pty. Ltd. (incorporated in
Australia, responsible for the Australian-Pacific region). CorVu Plc has
incorporated one subsidiary, CorVu Benelux b.v. under the laws of the
Netherlands, and another subsidiary, CorVu Deutschland GmbH, under the laws of
Germany.
We are the company surviving the merger between CorVu Corporation and
Minnesota American, Inc.
Minnesota American, Inc. was incorporated in Minnesota as J.B. Goodhouse on
September 29, 1983. On April 28, 1988, it changed its name to Lockermate
Corporation, on October 20, 1992 to Minnesota American, Inc. The principal
assets of Minnesota American, Inc. consisted of the capital stock of its
subsidiaries, LockerMate Corporation and Favorite Memories, Inc. The shares of
Minnesota American, Inc. were quoted on the Over-the-Counter Bulletin Board
(OTCBB) of the National Association of Securities Dealers (NASD) under the
symbol "MNAC."
CorVu Corporation was incorporated in Minnesota as "CorVu International" on
September 15, 1995 and changed its name to "CorVu Corporation" on August 29,
1996. The shares of CorVu Corporation were privately held.
Throughout 1999, both Minnesota American, Inc. and CorVu Corporation
engaged in preliminary discussions with various third parties concerning
possible strategic transactions and/or investments. The negotiations between
both companies started in the fall of 1999. On November 17, 1999, the companies
entered into a formal "Agreement and Plan of Reorganization." The following
transactions were carried out to complete the merger:
1. On January 13, 2000, the shareholders of CorVu Corporation approved
the merger of CorVu Corporation with Minnesota American, Inc.
2. Minnesota American, Inc. ceased operating its subsidiary Favorite
Memories, Inc., as a going concern effective November 30, 1999.
3. Minnesota American, Inc. obtained shareholder approval for the sale of
its LockerMate subsidiary, and closed the sale of that subsidiary, on
January 14, 2000, thus concluding its pre-merger business activities;
<PAGE>
4. On January 14, 2000, Minnesota American, Inc. obtained shareholder
approval for its merger with CorVu Corporation and the amendment of
its Articles of Incorporation to change its name to "CorVu
Corporation;"
5. The companies consummated the merger on January 14, 2000 by filing
Articles of Merger with the Minnesota Secretary of State.
The merger did not affect the issued and outstanding shares of common and
preferred stock of Minnesota American, Inc. As a result of the merger, CorVu
Corporation shareholders received 1.125 shares of common stock of our Company
for each share of common stock they held. These shares, which we call "Merger
Shares," were not registered under the Securities Act of 1933 and are subject to
a Registration Rights Agreement. Immediately after the merger, shareholders of
CorVu Corporation held about 74% of the issued and outstanding stock of our
Company. Our Company continues the business of CorVu Corporation.
Business of Issuer
(i) Our Principal Products and Services
CorVu is a provider of Enterprise Business Performance Management and
Balanced Scorecard software products.
Business performance management is a process by which an organization seeks
to define its strategy, measure and analyze its performance, and ultimately
manage improvements to enhance performance. In recent years several
methodologies have arisen for managing organizational performance. To our
knowledge, none of the methodologies supported by CorVu products are protected
under intellectual property law. Each methodology represents an approach to
measuring an organization's performance against strategic goals and specific
performance targets. Our customers use our products to implement one or more
performance management methodologies of their choice. One of these methodologies
is known as "Balanced Scorecard."
The Balanced Scorecard is a performance management methodology first
introduced by Dr. Robert Kaplan and Dr. David Norton in their 1992 Harvard
Business Review article, "The Balanced Scorecard - Measures that Drive
Performance." The Balanced Scorecard recognizes four dimensions as integral for
developing an enterprise view of performance: financial, customer, internal and
innovation. The Balanced Scorecard is a business performance management system
designed to enable the management of an organization to translate its mission
statement and strategy into specific goals and measurements. Management then may
communicate these goals and measurements throughout the entire organization by
using any means management considers appropriate, to provide guidelines for an
employee's contribution to the performance of the organization.
We generate revenues in three areas: (1) sale and licensing of our software
products; (2) consulting and training services (we refer to these services as
"professional services"); and (3) maintenance agreements entered into in
connection with the sale and licensing of our products.
<PAGE>
Our Products
Our software products are designed to enable our customers to better
measure and analyze their information in order to achieve strategic objectives
and improve business performance through two basic products, CorBusiness and
CorManage. As of September 30, 2000, version 4.1 of both products is released to
all customers. The following product descriptions are those of the 4.1 version
of the products. Customers who have licensed previous versions of these products
and who have active maintenance agreements receive these 4.1 versions at no
additional charge.
CorBusiness is designed to address the needs of the data warehousing and
business intelligence market. Data warehouses are databases designed
specifically for accessing and analyzing information. They may be described as a
"copy" of an organization's transaction database. Such databases have grown in
popularity over the last few years as organizations are finding it more critical
to understand and utilize their information resources. The term Business
Intelligence (BI) generally refers to the process of accessing and analyzing
such information in order to develop a more comprehensive understanding of one's
organization and thus, to make more informed decisions. CorBusiness includes
end-user query/reporting (i.e., information access and reporting), On-Line
Analytical Processing ("OLAP") analysis (i.e., the multidimensional analysis of
information, viewing data from many different perspectives and cross
examinations) and executive dashboards (i.e., collections of many key
performance indicators presented on a single screen through a simple graphical
representation). The application modules are as follows:
Graphical Analysis - designed to empower users with easy ad-hoc access
to data. Once retrieved, users can access various levels of their data
to explore and analyze information more easily and more
comprehensively. Such ad-hoc analysis is designed to enable users to
uncover and understand trends that may be hidden in the data.
Informative visual reports created with the help of the graphical
analysis module may include
- an unlimited amount of headers and footers;
- aggregates, i.e., sums, averages, counts, etc.;
- conditional color-coding, i.e., red numbers indicate poor
performance, green numbers indicate good performance; and
- the ability to view summary information first and double-click on
specific data to reveal information on various levels of details.
Users can arrange the available information in a variety of graphical
presentations, e.g. in the form of a "pie chart" or as a column chart.
Graphs may also be "rotated" for 3-dimensional viewing, giving users a
more complete visual understanding of the information.
<PAGE>
Report Writer - designed to provide the more sophisticated user with
the ability to produce:
- composite reports including both data and graphics;
- calculations such as sums, averages, and counts on several levels;
- graphic images, and other multimedia objects, such as video or audio
clips.
The module is intended to allow quick and easy formatting of data,
even for financial reporting layouts. Users who generate a report with
the help of this Report Writer can tightly integrate the report with
an existing application.
Executive Alerts - designed to enable executives to quickly and
graphically monitor those performance measures that they consider to
be important for their business. Simple visual presentation is meant
to provide more immediate information regarding the health of an
enterprise. As with other CorVu modules, users may access various
levels of data by simply clicking on the graph to view specific
sub-groups and constituents of the graph. This capability may be
important for decision makers who need the appropriate level of detail
to answer specific business questions.
CorManage is designed to satisfy various demands of the Business
Performance Management market - such as the ability to link specific performance
measures to specific strategic objectives; and the ability to identify the
impact one strategic objective may have on another within the organization.
CorManage combines the CorBusiness application - described above - with an
offering based on the Balanced Scorecard methodology - including forecasting,
strategic modeling and what-if analysis. In addition to the CorBusiness
application, CorManage includes:
Forecasting - Unlike query and reporting tools, which tell users what
has happened in the past, this business tool intends to assist users
in more accurately predicting future events. Our Forecasting module is
designed to examine the past and to apply selected statistical
methods, strategies and parameters to predict future trends and
events. Once created, users can modify forecasts as desired and use
them in other programs.
Impact Analysis - This module is designed to provide "what-if"
analysis for simulated business modeling. "What-if" business models
are simulations based on hypotheses posed by the users. Users then
analyze these simulations to help predict future trends and events.
They also assist users in testing business plans and measuring the
business impact prior to implementation. Model simulations are
comparable to historical data or other models using CorVu's graphical
formats and analytical features that integrate Enterprise Business
Performance Management concepts with traditional Business Intelligence
functions.
Balanced Scorecard - This module is designed to combine strategic
measurement and management systems and provide current performance
results and analysis. Our Balanced Scorecard products are intended to
give users the ability to translate strategic and organizational
objectives into individual performance measures, as well as show
individual employees ways to contribute to the overall performance of
the organization. CorVu's Balanced Scorecard products enable
executives to link performance results with processes that may drive
those same results, and to learn how to leverage the value of all
other information technology applications.
<PAGE>
Our CorVu WebServer is designed to give access to each of these
applications via the worldwide web. From a Windows browser users can access the
various CorVu products to track overall performance with the Balanced Scorecard,
access Executive Alerts, produce queries and reports, perform OnLine Analytical
Processing (OLAP) analysis, interrogate business forecasts and "what-if"
scenarios.
CorPortfolio is designed to satisfy various demands of the Business
Intelligence market. This product allows users to combine various types of
disparate reports and graphs into a single document for distribution and/or
presentation. For example, with CorPortfolio a user may create a single
electronic document - which we refer to as a portfolio - that contains pie
graphs, bar charts, financial statement reports, etc. Additionally, this
portfolio could also contain non-CorVu files, such as files from spreadsheets,
word processing documents or other office applications. Users are then permitted
to insert title pages and a table of contents along with textual annotations
that explain the meaning of the graphs and reports included in the portfolio.
The product was announced in June 2000 and is expected to be available for
release in the fiscal quarter ending December 31, 2000.
RapidSCORECARD is designed to provide CorVu customers a pre-built
database platform for creating a Balanced Scorecard application.
Scorecard-In-A-Box combines this pre-built database with pre-defined reports
(from CorManage), and consulting services to enable customers to deploy
automated Balanced Scorecard solutions in a short amount of time. The
application is targeted at small to medium sized companies or individual
departments or business units within a large multi-national organization. The
product was announced in July 2000 and is expected to be available for release
in the fiscal quarter ending March 31, 2001.
CorVu's client products are available for Windows 95/98, WindowsNT and
Linux. CorVu's server products are available on WindowsNT, UNIX, and Linux. All
pricing is based upon the number of users licensed under the agreement with the
respective customer.
CorVu software products contain the following essential components:
CorVu Knowledge Library - is designed to present the end-user with
database information in common terms rather than in technical computer
jargon.
CorVu Server - with support for UNIX and Windows-NT, the CorVu Server
is designed to allow CorVu users to process and analyze larger volumes
of data, since it utilizes the power of large, server-based computers
to process data, rather than the users' desktop computers.
CorVu Gateway - is designed to provide each end-user with access to
all data included in the customers' systems.
CorVu Intelligent Scheduler - designed to enable users to effectively
manage when their queries and reports will run. This allows users to
have repetitive reports - such as monthly financial statements - run
automatically at predetermined intervals.
<PAGE>
Professional Services
In an effort to assist our clients in implementing Enterprise Business
Performance Management software, we have developed the RapidROI Program which
consists of consulting, installation, implementation, and training services. The
program is designed to facilitate the implementation and use of our products in
the organizations of our customers and thus, to establish long-term
relationships with our customers. In the RapidROI program, CorVu consultants
work with customers through a step-by-step process, confirming customer
satisfaction at each stage prior to moving on. This process typically entails
the following steps:
Initial Interview - CorVu consultants conduct interviews with client
personnel to be able to define the client's expectations and needs.
Design - CorVu consultants work with client personnel to design an
implementation agenda which the client approves as appropriate for its
needs.
Implementation - Installation and setup of the CorVu products ordered.
Training - While much training occurs at each individual stage, most
customers consider the assistance of consultants especially helpful
when they start to use CorVu's software products. Administrative
training occurs primarily during the implementation stage.
Performance Tuning - Depending on the individual customer, the
adaptation of the specific CorVu product may prove necessary.
While each of these stages may be required in varying degrees, our company
attempts to provide customized services to our customers to make the
implementation of our products a success.
Maintenance Agreements
We also provide support services to customers with "Software Maintenance
Agreements." Such customers are entitled to:
o New Versions of CorVu Software
o Help Desk Support Services
o Online Support Services
A Software Maintenance Agreement is meant to give customers access to our
help desk staff when the customers experience a software problem or have any
questions regarding the use of our products. Customers with Software Maintenance
Agreement may reach our help desk staff via telephone, e-mail or through our
home page on the World Wide Web (www.corvu.com). The services provided through
the World Wide Web are designed to make it easier for customers to answer
questions and solve problems without the need for direct assistance from our
support personnel.
(ii) Market for our Products and Services
Our management believes that the market for our products and services
includes small, medium and large corporations across all industry segments.
Regardless of size, all organizations are concerned with improving their
performance. Various analyst organizations agree that performance management
concepts, such as the balanced scorecard methodology, may be a way to achieve
such performance improvement.
<PAGE>
Our currently available information suggests that 40% of our customers are
active in the manufacturing and distribution sectors. Over the last 12 to 24
months we have been able to increase our sales to organizations in other
sectors, such as financial services, insurance, healthcare, pharmaceuticals,
telecommunications, and government and other segments of the public sector.
(iii) Distribution of our Products and Services
CorVu products and services are sold through our subsidiaries' sales
offices and through "Value Added Resellers," distributors and marketing
alliances.
Our Sales Offices - Our subsidiaries have sales offices in the U.S. in
Washington, D.C., Atlanta, Cincinnati, Minneapolis, Dallas, Los Angeles and
San Francisco. In Europe, our sales offices are located in London,
Sheffield, Rotterdam, Munich and Stockholm. Sales offices for the
Asian-Pacific region have been established in Sydney, Melbourne, Perth and
Auckland. Direct sales activities are concentrated on Fortune 2000
accounts.
Value Added Resellers (VARs) - Our VARs are software companies with
industry applications that sell our software products in conjunction with
their own products. Some VARs will private-label CorVu products. Current
VARs offer CorVu products into a variety of industries, including
manufacturing, distribution, warehouse logistics, healthcare, insurance,
mining, power/utilities, and human resources. Under the typical agreement
between a VAR and one of our subsidiaries, the VAR receives the
non-exclusive license to sell the software products specified in the
agreement and to grant sublicenses for the use of such software to users of
the VAR's applications. The license fees paid by a VAR are a percentage of
our standard license fee for the use of our software and may be increased
at our discretion upon 30 days prior written notice. Any of the parties may
terminate the agreement without giving any reason by giving written notice
90 days prior to the termination date. A typical VAR agreement would have a
three year term.
Distributors - CorVu distributors are companies that sell technology into
geographic regions where CorVu has no physical presence. Currently we have
distributors located in Brazil, the Czech Republic, Indonesia, Mexico,
Norway, the Philippines, Saudi Arabia, Singapore, South Africa, South
Korea, Sri Lanka, and Thailand. Our subsidiaries typically grant to their
distributors the non-exclusive license to sell the software products
specified in the distributor agreement and to grant sublicenses for the use
of such software. The fees a distributor has to pay are a percentage of our
standard license fee for the use of our software and may be increased at
our discretion upon 30 days prior written notice. The agreement may be
entered into for a five year term, termination usually requires cause such
as nonperformance.
Alliance Partners - Our "Alliance Partners" are companies that provide both
technology and management consulting and implementation services but,
typically do not actually sell software. They recommend CorVu products as a
service to their clients. The Alliance Partners often provide great
influence into large corporate sales. Smaller regional alliances with such
firms also provide influence into smaller and mid-size companies in the
partner's locale. Such Alliance Partners maintain no financial relationship
with CorVu in that they do not receive fees in exchange for their
recommendations. The Partners benefit from such recommendations because we
will, if the occasion arises, refer management consulting services to them.
<PAGE>
Historically, approximately 10% of our annual revenues have been received
through distributors, and 32% through VARs. Alliance Partners - as a group and
on an individual basis - do not currently account for a quantifiable part of our
business.
(iv) Competition
We are unaware of competitors whose products perform all of the functions
performed by our products. However, there are competitors whose products perform
certain of the functions performed by our products, but do not integrate all the
functions performed by our products into one product. We compete in the market
for Business Intelligence (BI) software, and focus especially on one Business
Intelligence application, the Balanced Scorecard methodology of performance
management.
Business Intelligence (BI) - Business Intelligence is the term generally
applied to the process of accessing and analyzing information. Our product
"CorBusiness" is designed to address these needs. Some of the competitors we
encounter in this market are Cognos, Business Objects and Brio. However, our
management believes that these competing products focus only on specific
business intelligence features, such as end user query and reporting, or
sophisticated programmer reporting, or multidimensional information analysis. In
contrast, CorVu products are designed to offer a suite of integrated
applications covering all of the business intelligence features mentioned above.
To the best knowledge of our management, the most recent analysis of the
market for Business Intelligence (BI) Software is Dataquest's "Business
Intelligence Software Market Share: 1998," published July 19, 1999. That study
predicts that the market for such software will develop as follows:
<PAGE>
<TABLE>
Business Intelligence Five-Year Forecast (Millions of U.S. Dollars)
<CAPTION>
BI Category 1998 1999 2000 2001 2002 2003 CAGR(%)
--------------------------------- --------- ---------- ---------- ---------- ----------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Query Reporting & OLAP 910.8 1086.6 1363.7 1681.5 2058.1 2465.6 22.0
Advanced BI Device Tools 572.3 734.8 991.3 1316.4 1714.0 2183.6 30.7
BI Applications 603.2 879.1 1267.6 1765.3 2408.6 3186.0 39.5
Data Mining 60.2 73.8 67.9 63.1 57.5 52.4 -2.7
Total BI 2146.5 2774.4 3690.6 4826.3 6238.3 7887.6 29.7
--------------------------------- --------- ---------- ---------- ---------- ----------- ---------- ---------------
</TABLE>
The study also indicates the market share of CorVu and its competitors,
respectively. The following percentages are based upon annual software license
revenues.
Market Share by Vendor
Vendor 1996 1997 1998
------------------------- ------------ ------------ ----------
Cognos 5.9 5.5 5.6
Business Objects 5.1 4.7 5.1
Brio .6 1 1.4
CorVu Corporation .2 .3 .3
------------------------- ------------ ------------ ----------
Balanced Scorecard - The Balanced Scorecard is one of several Business
Intelligence methodologies. In its aforementioned study, Dataquest therefore
included estimates for the market size of Balanced Scorecard applications in the
category "BI Applications." To our knowledge, there are no market analyses
available which describe separately the market share of the various Business
Intelligence applications, such as the Balanced Scorecard.
Our management is aware of only a few companies offering software based on
the Balanced Scorecard methodology. We consider Hyperion, Gentia, and Panorama
Business Views to be our most important competitors in this area. However, we
are not aware that they also offer products that tightly integrate business
intelligence applications with their Balanced Scorecard software. A few vendors
of applications that are designed to automate an entire organization (also
called "Enterprise Resource Planning" or "ERP" vendors) have recently announced
initiatives to offer balanced scorecard applications. We are not aware that they
intend to sell their products outside of their existing client base. To our
knowledge, these products are designed to work only with performance data
contained within the application already installed by the ERP vendor. Our
management therefore does not consider these vendors' products to be competitive
with our products in the market. On the contrary, we believe that their entry
into this market may actually benefit our Company by validating the market for
balanced scorecard software products. Their announcements may attract attention
to these products and actually raise the awareness of CorVu in the market.
Our management believes that our products are competitive due to features
such as ease of deployment, low overhead and administration, ease of use,
integrated application suite, and appeal to broad user requirements.
<PAGE>
(v) Our Customers
Over 2,500 customers worldwide have licensed CorVu products. These include
companies like Citibank, American Express, Ford Motor Company, St. Jude Medical,
Hilton Hotels, Prudential Insurance, AB Nynas Petroleum, Federal Express, CVS
Pharmacy, Merck, British Customs and Excise, Australia Dept of Veterans Affairs
and US Census 2000. The most revenue that any single customer or partner has
contributed to CorVu on an annual basis is about 6%. In the past, several of our
customers have ordered additional software and services. These additional orders
have occurred within a non-predictable time frame, that is, from a few months of
the original order up to a few years after that order. The additional orders
typically have been either (a) the addition of users for new projects,
departments, divisions etc. within a given customer, or (b) the purchase of new
products as these become available. Our management estimates that such repeat
business accounts for approximately 5% of our annual license revenues.
(vi) Intellectual Property
Due to the length of the patent application procedure on one hand and the
necessity to continually develop and improve our software products on the other
hand, we have not sought patent protection for any of our products. However,
applications for the registration of the trademarks "CorVu," "CorBusiness,"
"CorManage" and "Managing Business Performance" are pending with the U.S. Patent
and Trademark Office. In Brazil, Colombia, Mexico and Venezuela, applications
for registration of the trademark "Corvu Managing Business Performance" which
includes our Company's logo are pending. Once granted, the trademarks in the
U.S. and in the named Southern American Countries will have a duration of ten
years, with the possibility of renewals for like terms. In Australia, a
trademark for "CorVu Your Window Into the Future" and its design is registered.
This trademark will be up for renewal in 2005.
Contracts under which we license the use and/or sale of our products,
include confidentiality clauses to protect our products and any information in
connection with them as trade secrets.
(vii) Research and Development Activities
In fiscal 1999, we incurred a total amount of $628,741 on research and
development activities, and in fiscal 2000, a total of $1,064,141. None of these
costs was borne directly by any customer.
(viii) Our Employees
As of October 6, 2000, we employed 107 people in our Company and our
subsidiaries around the world. Forty-five of these employees worked in Sales and
Marketing, 33 provided professional services such as training and general
product assistance, 15 worked in product development and 14 provided general
administrative services. All of our employees are working full-time.
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY
Our corporate headquarters are located at 3400 West 66th Street, Edina,
Minnesota. On June 1, 1998, we entered into a sublease agreement that will
expire on August 31, 2002, to rent approximately 6,271 rentable square feet.
Pursuant to the sublease agreement, we make monthly base rent payments of
approximately $5,500. In addition to the rent payments, we reimburse the
sublandlord all amounts that may become due under the lease between the landlord
and our sublandlord, for any operating costs allocable to our premises based
upon the rentable square foot office area allocable to our premises. Total
monthly rent payments amount to approximately $10,700. The premises include a
reception area, conference and training rooms, as well as executive and
administrative offices.
The major regional centers of our subsidiaries are located in Sydney
(Australia) and London (Great Britain), and we also have offices in the
Netherlands and Germany. Total monthly rental payments for the Sydney office
amount to about $10,700, for the London office to approximately $7,200, for the
Netherlands office approximately $5,700 and for the German office to
approximately $1,600. These amounts are subject to variations due to the
applicable exchange rates. The lease agreements vary concerning terms and
conditions, and are subject to the applicable local law.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any litigation and is not aware of any
threatened litigation that would have a material adverse effect on its financial
condition or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
Not applicable.
PART II.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The common stock of Minnesota American, Inc. was traded in the
over-the-counter market with prices quoted on the OTC Bulletin Board under the
symbol "MNAC." After the merger, we changed the symbol to "CRVU." To remain
eligible for the OTC Bulletin Board, we had to become a reporting company
pursuant to the Securities Exchange Act of 1934 and filed a registration
statement Form 10-SB with the Securities and Exchange Commission. Beginning
market open on February 10, 2000 and while the Securities and Exchange
Commission reviewed our Form 10-SB, our stock was no longer quoted on the OTC
Bulletin Board but only on other quotation mediums, including the National
Quotation Bureau's Pink Sheets. We became a reporting company on April 3, 2000.
The Securities and Exchange Commission finished its review of our Form 10-SB on
July 20, 2000. Since August 14, 2000, our common stock is again quoted on the
OTC Bulletin Board.
Quotations in the following table are based on information provided by IDD
Information Services, Tradeline(r) on Lexis(R). The quotations represent
inter-dealer prices, without retail markup, markdown or commission, and do not
necessarily represent actual transactions.
<PAGE>
Common Stock
----------------------------------
Fiscal Quarter Ended High Bid Low Bid
-------------------- --------------------- ------------
September 30, 1998 $0.125 $0.046875
December 31, 1998 0.421875 0.09375
March 31, 1999 1.00 0.25
June 30, 1999 1.0625 0.28125
September 30, 1999 $2.75 $0.28125
December 31, 1999 $6.00 $0.6875
March 31, 2000 $8.75 $3.50
June 30, 2000 $5.00 $1.00
As of September 15, 2000, we had approximately 148 shareholders of record.
We have never paid cash dividends on our Common Stock and do not anticipate
paying any such dividends in the foreseeable future. However, the holders of our
Series A Convertible Preferred Stock are entitled to receive a cumulative
dividend of 6.5% per year, payable semi-annually. As of June 30, 2000, two
hundred shares of Series A Convertible Preferred Stock were outstanding.
In March 2000, the Company declared a warrant dividend to shareholders of
record as of April 28, 2000. For every ten shares of common stock held, each
shareholder received a warrant to purchase one share of common stock at a price
of $8. The warrant expires in 2002 and is cancelable, at the Company's option,
upon 30 days notice if the Company's stock closes at a price of $12 per share or
higher for at least ten consecutive trading days. An aggregate amount of
1,954,339 warrants was distributed to the Company's shareholders.
Recent Sales of Unregistered Securities
On April 19, 2000, our Company sold 100,000 shares of common stock and
warrants to purchase 30,000 shares of common stock, at exercise prices ranging
from $4 to $7, to four accredited investors for a total purchase price of
$400,000. Equity Securities Investments, Inc. received a commission of 7.5% for
these sales and a warrant to purchase up to 30,000 shares of common stock, at
exercise prices ranging from $4 to $7. We relied on the exemption from
registration provided by Rule 506 of Regulation D under the Securities Act of
1933.
On April 26, 2000, our Company sold 309,375 shares of common stock at $0.01
per share to one director who is an accredited investor in connection with the
exercise of warrants. We relied on the exemption from registration provided by
Rule 506 of Regulation D under the Securities Act of 1933.
On April 10, 2000, our Company issued 12,000 shares of common stock to one
shareholder in connection with the conversion of preferred stock. We relied on
the exemption from registration provided by Section 3(a)(9) of the Securities
Act of 1933.
On April 18, 2000, in connection with the exercise of stock options by a
former employee, our Company sold 4,000 shares of common stock at $0.89 per
share. We relied on the exemption from registration provided by Rule 701 under
the Securities Act of 1933.
On May 16, 2000, in connection with the exercise of stock options by a
former director, our Company sold 5,000 shares of common stock at $1.50 per
share. We relied on the exemption from registration provided by Rule 701 under
the Securities Act of 1933. On May 25, 2000, our Company issued warrants to
purchase 50,000 shares of common stock, at exercise prices ranging from $2 to
$6, to one accredited investor for services rendered. We relied on the exemption
from registration provided by Section 4(2) of the Securities Act of 1933.
<PAGE>
On June 29, 2000, our Company issued warrants to purchase 340,000 shares of
common stock, at an exercise price of $1.4156 per share, to a customer in
exchange for software license and related service fees. We relied on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
General
CorVu is an international provider of Integrated Business Intelligence and
Business Performance Management software. Our Company designs, develops, markets
and supports its management software products and its services through sales
offices of our subsidiaries as well as through distributors, Value Added
Resellers, and Alliance Partners. Sales and support offices belonging to our
subsidiaries are located throughout the United States, Australia and Europe. See
for details ITEM 1, Business of the Issuer.
On January 14, 2000, the former CorVu Corporation merged with and into
Minnesota American, Inc. In connection with the merger, Minnesota American,
Inc., the company surviving the merger, changed its name to "CorVu Corporation."
Minnesota American, Inc. had operated its business through two subsidiaries.
Prior to the merger, Minnesota American, Inc. ceased to operate one of the
subsidiaries and sold the other subsidiary, thus discontinuing all of its
business activities. The Surviving Company continues to operate the business
operated by the former CorVu Corporation before the merger. Accordingly, the
discussion and analysis provided below focuses on the financial position and
results of operations of the former CorVu Corporation.
Fiscal Year Ended June 30, 2000 versus June 30, 1999
REVENUES:
CorVu derives its revenues from three sources: (i) the sale and licensing
of its software products; (ii) consulting and training services; and (iii)
maintenance agreements in connection with the sale and licensing of software
products. CorVu recognizes revenue in accordance with Statement of Position No.
97-2, Software Revenue Recognition, as amended by Statement of Position 98-9.
Software license revenue is recognized when all of the following criteria have
been met: there is an executed license agreement, software has been delivered to
the customer, the license fee is fixed and payable within twelve months,
collection is deemed probable and product returns are deemed reasonably
estimable. Revenues related to multiple element arrangements are allocated to
each element of the arrangement based on the fair values of elements such as
license fees, maintenance and professional services. Fair value is determined
based on vendor specific objective evidence. Maintenance revenues are recognized
ratably over the term of the maintenance contract, typically 12 to 36 months.
Consulting and other revenues are recognized when services are performed. Total
revenue increased by $2,220,836 (21%) from $10,588,458 for the year ended June
30, 1999 to $12,809,294 for the year ended June 30, 2000.
<PAGE>
Software and license fee revenues increased $739,884 (11%) from $6,867,886
in 1999 to $7,607,770 in 2000. Management believes several factors are
responsible for this. During fiscal year 2000, CorVu changed its sales and
marketing strategy, in order to become a seller of comprehensive business
software offerings for entire organizations. This has resulted in an increase in
the average dollar value of each sale. In addition, the number of sales people
employed increased from 49 as of June 30, 1999 to 66 as of June 30, 2000. The
increases discussed above were offset by other factors: (1) The sale of such
comprehensive software products requires on the part of the sales force, skills
that are different from the skills the sales personnel employed previously for
the sale of separate tools and modules. As a result, CorVu experienced a high
turnover in its sales force. The new sales personnel did not contribute
significantly to corporate revenues because they were not yet fully trained. (2)
The described change in the sales and marketing strategy resulted in an
extension of the sales cycle. (3) Many potential customers were in the final
phase of their Y2K compliance work and therefore froze additional spending and
implementation of new systems.
In June, 2000 the Company entered into an agreement with a customer whereby
the customer agreed to purchase software licenses valued at $402,000 as well as
related maintenance and consulting services. In connection with this agreement,
the Company issued a warrant to the customer for the purchase of up to 340,000
shares of the Company's stock at a price of $1.4156 per share. The warrant
expires December 31, 2007. The fair value of the warrant at the date of grant
was estimated to be approximately $401,000 using Black-Scholes pricing model,
which was recorded as a direct reduction of license revenue in the accompanying
consolidated statement of operations for the year ended June 30, 2000. In
addition, as part of this agreement, the Company has agreed to pay royalties to
the customer equal to 20% of all software and maintenance fees payable to the
Company resulting from within the lodging, restaurant and hospital industries
which utilize an application that is being co-developed by the Company and the
customer for those industries. The royalty fee is 50%, up to an amount
equivalent to the licenses and services purchased by the customer and 20%
thereafter. The royalty arrangement expires October 1, 2007.
Maintenance, consulting and other revenues increased by $1,480,952 (40%)
from $3,720,572 in 1999 to $5,201,524 in 2000. This was caused by the employment
of additional service professionals to meet the demands of the increased
customer base for both consulting and training services. The number of employees
in this area increased from 24 as of June 30, 1999 to 35 as of June 30, 2000. In
addition, annual maintenance fees continued to increase in line with the
increased customer base.
OPERATING EXPENSES:
Operating expenses increased by $5,812,250 (38%) from $15,143,265 for the
year ended June 30, 1999 to $20,955,515 for the year ended June 30, 2000.
Cost of maintenance, consulting and other expenses increased $1,061,102
(48%) from $2,221,668 in 1999 to $3,282,770 in 2000. These increases were
primarily caused by the employment of additional professionals in both the
consulting and training services, from 24 in 1999 to 35 in 2000.
<PAGE>
Product development costs increased $435,400 (69%) from $628,741 in 1999 to
$1,064,141 in 2000, due to the expansion of the product development staff from
11 in 1999 to 16 in 2000. This expansion of staff was needed to keep pace with
the ever changing software environment and the continued need to improve
features and functionality of the CorVu products.
Sales and marketing expenses increased $2,872,059 (45%) from $6,380,898 in
1999 to $9,252,957 in 2000. This was caused by the higher number of employees
working in that department (49 in 1999 to 66 in 2000) and other factors such as
higher expenditures for marketing including advertising, production of marketing
materials, and participation in trade show activities.
General and administrative expenses decreased $272,650 (5%) from $5,911,958
in 1999 to $5,639,308 in 2000. Increases in overhead expenditures such as
salaries, wages and benefits for administrative personnel, office rent,
equipment rent for computers and communication equipment, professional services
such as legal and accounting fees and corporate travel expenses were offset by
decreases as a result of costs that were recorded in 1999 for stock sold and
options and warrants granted to directors and employees below fair value, that
were not incurred to the same level in 2000.
Merger costs of $1,716,339 were incurred during the year ended June 30,
2000 to complete the reverse merger transaction with Minnesota American, Inc.
including legal, accounting and broker fees.
INTEREST EXPENSE, NET:
Interest expense, net increased by $188,527 (65%) from $288,210 in 1999
to $476,737 in 2000. In November 1999, the Company entered into two loan
agreements with third parties totaling $500,000. The agreement allowed the
holder to convert the debt into common stock at any time at a conversion rate of
$1.77 per share. In addition, the loan was automatically convertible into common
stock upon the closing of the merger with Minnesota American, Inc. The loan
agreements also called for the issuance of warrants to purchase up to 506,250
shares of common stock at an exercise price of $.01 per share. The increase in
interest expense, net was caused by the recording of approximately $317,000 of
non-cash interest expense charges related to this debt instrument. The non-cash
charges were required to (1) reflect the difference between the $1.77 per share
conversion price included within the agreements and $2.67 per share, the
Company's estimate of the fair value of the stock on the date of issuance and,
(2) reflect the fair value of the warrants attached to the debt instrument using
the Black-Scholes pricing model over the period the bridge loan was outstanding.
The increase was partially offset by decreases in interest charges due to the
conversion of the $2 million note payable-parent in August 1999 into common
stock of the Company.
NET LOSSES:
CorVu Corporation incurred net losses of $8,622,958 and $4,843,017 for the
years ended June 30, 2000 and 1999, respectively.
<PAGE>
Liquidity and Capital Resources
Total cash and cash equivalents increased by $15,410 from $31,335 as of
June 30, 1999 to $46,745 as of June 30, 2000. Net cash used in operating
activities was $3,868,637 for the year ended June 30, 2000. This was caused by
the net loss during the period as discussed above. Net cash used in investing
activities was $68,073 for the year ended June 30, 2000 reflecting the
acquisition of office furniture and computer and office software and equipment
as part of the Company's expansion. Net cash provided by financing activities
was $3,895,538 for the year ended June 30, 2000. Proceeds from the sale of
common stock at prices ranging from $1.78-4.00 per share, as well as stock
option exercises, accounted for $3,554,393, net of financing costs. The Company
also received proceeds of $950,000 as part of the merger with Minnesota
American, Inc. In addition, the Company collected a stock subscription
receivable in the amount of $250,000. During the year ended June 30, 2000, the
Company repaid $807,853 of an existing note payable. Additionally, the Company
received borrowings from directors of $514,384 and repaid director loans in the
amount of $644,826.
During the year ended June 30, 2000, the Company incurred an operating loss
of $8,146,221 and used $3,868,637 of cash in operating activities. As of June
30, 2000, the Company had an accumulated deficit of $19,331,991, total
stockholders' deficit of $3,977,974, and negative working capital of $4,146,137.
In addition, as of September 18, 2000, due to inadequate funds, the Company has
not paid the outstanding principal on an existing note payable, that was due on
December 16, 1999 or outstanding principal on director advances that were due
April 30, 2000, and has not remitted approximately $800,000 of employee and
employer payroll taxes. The Company's ability to continue as a going concern is
dependent on it ultimately achieving profitability or raising additional
capital.
CorVu's management is undertaking several initiatives to address the
Company's liquidity, including the following: (1) continued efforts to
increase CorVu's revenues from software licenses and other revenue sources;
(2) obtain additional debt and/or equity financing; (3) reduce operating costs.
CorVu's management believes that these activities will generate sufficient cash
flows to sustain CorVu's operations through the end of fiscal 2001.
Forward-Looking Statements
Certain statements contained in this Report constitute forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
the Securities Exchange Act of 1934. These statements appear in a number of
places in this Report and can be identified by the use of terminology such as
"anticipate," "believe," "estimate," "expect," "intend," "may," "could,"
"possible," "plan," "will," "forecast," and similar words or expressions. The
Company's forward-looking statements generally relate to, among other things:
(i) the Company's financing plans; (ii) trends affecting the Company's financial
condition or results of operations; (iii) the Company's growth strategy and
operating strategy; and (iv) the declaration and payment of dividends. Investors
must carefully consider forward-looking statements and understand that such
statements involve a variety of risks and uncertainties, known and unknown, and
may be affected by inaccurate assumptions. Consequently, no forward-looking
statement can be guaranteed and actual results may vary materially. The Company
undertakes no obligation to update any forward-looking statement.
Although it is not possible to create a comprehensive list of all factors
that may cause actual results to differ from the Company's forward-looking
statements, such factors include, but are not limited to: (i) the general
development of the market for business intelligence software, especially for
balanced-scorecard solutions; (ii) the effects of the Company's changed sales
and marketing strategy; and (iii) the ability of the Company to raise additional
financing.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
CORVU CORPORATION AND SUBSIDIARIES
Consolidated Financial Statements
June 30, 2000 and 1999
<PAGE>
Independent Auditors' Report
The Board of Directors and Stockholders
CorVu Corporation and Subsidiaries:
We have audited the accompanying consolidated balance sheets of CorVu
Corporation and subsidiaries (the Company) as of June 30, 2000 and 1999,
and the related consolidated statements of operations, stockholders'
deficit, and cash flows for the years then ended. These consolidated
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CorVu
Corporation and subsidiaries as of June 30, 2000 and 1999, and the results
of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United
States of America.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in
Note 4 to the consolidated financial statements, the Company has suffered
recurring losses from operations, has a working capital deficiency and has
a stockholders' deficit that raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are also described in Note 4. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/ KPMG LLP
Minneapolis, Minnesota
September 18, 2000
<PAGE>
<TABLE>
CORVU CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
June 30, 2000 and 1999
<CAPTION>
Assets 2000 1999
--------------- ---------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 46,745 31,335
Stock subscription receivable -- 250,000
Trade accounts receivable, net of
allowance for doubtful accounts of
$305,000 and $100,000, respectively 4,263,681 3,763,628
Prepaid expenses 114,621 117,369
Other assets 68,731 58,794
--------------- ---------------
Total current assets 4,493,778 4,221,126
Furniture, fixtures, and equipment 406,404 325,595
Less accumulated depreciation (238,241) (172,654)
--------------- ---------------
168,163 152,941
--------------- ---------------
$ 4,661,941 4,374,067
=============== ===============
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable $ 2,516,200 1,904,989
Accrued compensation and related costs 2,179,220 1,507,916
Deferred revenue 2,550,192 1,435,792
Accrued interest 51,211 370,287
Other accrued expenses 350,121 192,811
Convertible note payable--parent -- 2,000,000
Due to affiliates 79,440 --
Note payable 599,147 1,407,000
Director advances 314,384 444,826
--------------- ---------------
Total current liabilities 8,639,915 9,263,621
--------------- ---------------
Total liabilities 8,639,915 9,263,621
Stockholders' deficit:
Undesignated capital stock, 24,000,000
shares in 2000 and 1999, none issued. -- --
Series A convertible preferred stock,
par value $10 per share 1,000,000
shares authorized; 200 and 4,200 shares
issued and outstanding in 2000 and 1999,
respectively 2,000 42,000
Common stock, $0.01 par value; 25,000,000
shares authorized; 19,509,660 and
16,347,329 shares issued and outstanding
in 2000 and 1999, respectively 195,097 163,473
Additional paid-in capital 15,577,033 4,242,399
Accumulated deficit (19,331,991) (9,473,781)
Deferred compensation (688,050) (75,000)
Accumulated other comprehensive income 267,937 211,355
--------------- ---------------
Total stockholders' deficit (3,977,974) (4,889,554)
--------------- ---------------
Commitments (Notes 4, 10 and 11)
Total liabilities and stockholders'
deficit $ 4,661,941 4,374,067
=============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
CORVU CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended June 30, 2000 and 1999
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Revenues:
Software and license fees $7,607,770 6,867,886
Maintenance, consulting, and other 5,201,524 3,720,572
------------ ------------
Total revenues 12,809,294 10,588,458
------------ ------------
Operating costs and expenses:
Cost of maintenance, consulting, and other 3,282,770 2,221,668
Product development 1,064,141 628,741
Sales and marketing 9,252,957 6,380,898
General and administrative 5,639,308 5,911,958
Costs of merger 1,716,339 --
------------ ------------
Total operating expenses 20,955,515 15,143,265
------------ ------------
Operating loss (8,146,221) (4,554,807)
Interest expense, net (476,737) (288,210)
------------ ------------
Net loss $(8,622,958) (4,843,017)
============ ============
Loss per common share--basic and diluted $(0.50) (0.31)
Weighted average shares outstanding--basic
and diluted 17,238,620 15,623,632
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CORVU CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Deficit
Years ended June 30, 2000 and 1999
<TABLE>
<CAPTION>
Accumulated
Additional other Total
Preferred stock Common stock paid-in Accumulated Deferred comprehensive Stockholders'
Shares Amount Shares Amount capital deficit Compensation Income/(loss) deficit
------- ---------------------- ------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1998 4,200 $ 42,000 15,591,835 $ 155,918 708,682 (4,630,764) -- 243,243 (3,480,921)
Comprehensive loss:
Net loss -- -- -- -- -- (4,843,017) -- -- (4,843,017)
Foreign currency -- -- -- -- -- -- -- (31,888) (31,888)
translation
adjustment
-------------
Comprehensive loss -- -- -- -- -- -- -- -- (4,874,905)
Non-cash charges -- -- -- -- 2,209,801 -- -- -- 2,209,801
related to equity
transactions (Notes
6 and 7)
Deferred compensation -- -- -- -- 75,000 -- (75,000) -- --
Issuance of common -- -- 755,494 7,555 1,248,916 -- -- -- 1,256,471
stock
------- ---------- ----------- -------- ---------------------------------------------------------------
Balance, June 30, 1999 4,200 $ 42,000 16,347,329 $ 163,473 4,242,399 (9,473,781) (75,000) 211,355 (4,889,554)
Comprehensive loss:
Net loss -- -- -- -- -- (8,622,958) -- -- (8,622,958)
Foreign currency -- -- -- -- -- -- -- 56,582 56,582
translation
adjustment
-------------
Comprehensive loss -- -- -- -- -- -- -- -- (8,566,376)
Conversion of note -- -- 469,286 4,693 2,335,396 -- -- -- 2,340,089
payable-parent
Non-cash charges -- -- 393,461 3,934 3,187,090 -- -- -- 3,191,024
related to equity
transactions (Notes
6 and 10)
Deferred compensation -- -- -- -- 1,005,500 -- (613,050) -- 392,450
Issuance of common -- -- 1,947,209 19,473 3,520,780 -- -- -- 3,540,253
stock
Stock option/warrant -- -- 320,375 3,204 10,936 -- -- -- 14,140
exercises
Issuance of warrant -- -- -- -- 1,235,252 (1,235,252) -- -- --
dividend
Preferred stock (4,000) (40,000) 32,000 320 39,680 -- -- -- --
conversions
------- ---------- ----------- -------- ---------------------------------------------------------------
Balance, June 30, 2000 200 $ 2,000 19,509,660 $ 195,097 15,577,033 (19,331,991) (688,050) 267,937 (3,977,974)
======= ========== =========== ======== ===============================================================
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CORVU CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended June 30, 2000 and 1999
<TABLE>
<CAPTION>
2000 1999
--------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (8,622,958) (4,843,017)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 52,851 51,734
Non-cash charges related to equity
transactions 2,633,474 2,209,801
Changes in operating assets and
liabilities:
Accounts receivable (500,053) (1,307,355)
Prepaid expenses 2,748 (19,525)
Other current assets (9,937) 90,395
Accounts payable 611,211 734,228
Accrued compensation and related costs 671,304 365,656
Deferred revenue 1,114,400 462,429
Accrued interest 21,013 153,749
Other accrued expenses 157,310 710,249
---------------- ----------------
Net cash used in operating activities (3,868,637) (1,391,656)
---------------- ----------------
Cash flows from investing activities:
Capital expenditures (68,073) (107,701)
---------------- ----------------
Net cash used in investing activities (68,073) (107,701)
---------------- ----------------
Cash flows from financing activities:
Net proceeds from sale of common stock 3,554,393 216,471
Proceeds from reverse merger 950,000 --
Collection of stock subscription receivable 250,000 --
Borrowings on note payable -- 479,986
Repayment of note payable (807,853) --
Repayment of amounts due to affiliates -- (101,166)
Borrowings of amounts due to affiliates 79,440 --
Borrowings on notes payable--directors 514,384 680,000
Repayment on notes payable--directors (644,826) --
---------------- ----------------
Net cash provided by financing
activities 3,895,538 1,275,291
Effect of exchange rate changes on cash 56,582 (31,888)
---------------- ----------------
Net increase (decrease) in cash and
cash equivalents 15,410 (255,954)
Cash and cash equivalents at beginning
of year 31,335 287,289
---------------- ----------------
Cash and cash equivalents at end of year $ 46,745 31,335
================ ================
Cash paid during the year for interest $ 123,687 122,612
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
CORVU CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
June 30, 2000 and 1999
(1) Description of Business and Consolidated Financial Statement Presentation
(a) Organization
CorVu Corporation (the Company or CorVu) is an international provider
of Integrated Business Intelligence and Business Performance
Management Solutions. The Company designs, develops, markets, and
supports its proprietary management software solutions.
The Company's products and services are sold through both direct and
indirect channels. Sales and support offices are located throughout
the United States, Australia, and United Kingdom/Europe.
CorVu is a Minnesota corporation. Prior to August 16, 1999, CorVu was
majority owned by CorVu Pty Limited (Parent), an Australian Company,
which is controlled by the Chief Executive Officer of the Company. On
August 16, 1999, the Parent distributed all shares of CorVu common
stock held to the Parent's shareholders.
(b) Basis of Consolidated Financial Statement Presentation
The accompanying consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries.
Intercompany accounts and transactions have been eliminated in
consolidation.
Shares of common stock, options, warrants, and loss per share
information have been restated to reflect the reverse merger agreement
and the share conversion rate established in the reverse merger
agreement.
(2) Agreement and Plan of Reorganization
On January 14, 2000, the Company completed a reverse merger transaction
with Minnesota American, Inc. (MNAC). The merger resulted in shareholders
of the Company and MNAC owning approximately 74 percent and 26 percent,
respectively of the outstanding shares of the combined entity. The shares
of MNAC were quoted on the Over-the-Counter Bulletin Board (OTCBB) of the
National Association of Securities Dealers (NASD). The combined entity
changed its name to CorVu Corporation and continues CorVu's business
operations. In addition, the Company received $950,000 in cash from
Minnesota American, Inc.
(3) Summary of Significant Accounting Policies
(a) Revenue Recognition
Software license revenue is recognized when all of the following
criteria have been met: there is an executed license agreement,
software has been delivered to the customer, the license fee is fixed
and payable within twelve months, collection is deemed probable and
product returns are reasonably estimable. Revenues related to multiple
element arrangements are allocated to each element of the arrangement
based on the fair values of elements such as license fees,
maintenance, and professional services. Fair value is determined based
on vendor specific objective evidence. Maintenance revenues are
recognized ratably over the term of the maintenance contract,
typically 12 to 36 months. Consulting and other revenues are
recognized when services are performed.
<PAGE>
Deferred revenue represents payment received or amounts billed in
advance of services to be performed. Billing occurs within 30 days of
scheduled performance of services.
The Company nets the fair value of warrants issued in conjunction with
software license agreements with the related license revenue. See Note
10.
(b) Software Development Costs
Software development costs are expensed as incurred until
technological feasibility is established. Software development costs
incurred subsequent to establishing technological feasibility are
capitalized and amortized over their estimated useful lives. During
fiscal 2000 and 1999, no software development costs were capitalized.
(c) Comprehensive Income
Comprehensive income represents the change in stockholders' deficit
resulting from other than stockholder investments and distributions.
Accumulated other comprehensive income (loss) in the consolidated
statements of stockholders' deficit is solely comprised of the
accumulated foreign currency translation adjustment.
(d) Foreign Currency Translation
The functional currency of the Company's subsidiaries is the local
currency. Accordingly, the Company translates all assets and
liabilities into U.S. dollars at current rates. Revenues, costs, and
expenses are translated at average rates during each reporting period.
Gains and losses resulting from the translation of the consolidated
financial statements are excluded from results of operations and are
reflected as a translation adjustment and a separate component of
stockholders' deficit.
Gains and losses resulting from foreign currency transactions are
recognized in the consolidated statement of operations in the period
they occur.
(e) Net Loss per Share
Basic loss per share is computed by dividing net loss attributable to
common stockholders by the weighted-average number of shares
outstanding during the period. Diluted EPS recognizes the potential
dilutive effects of stock options and warrants determined by the
treasury stock method.
(f) Stock-based Compensation
The Company uses the intrinsic value-based method prescribed by
Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations in accounting for
employee stock options. Under the intrinsic value method, compensation
expense is recorded only to the extent that the market price of the
common stock exceeds the exercise price of the stock option on the
date of grant.
<PAGE>
(g) Income Taxes
The Company accounts for income taxes using the asset and liability
method. Under the asset and liability method, deferred tax assets and
liabilities are recognized at the enacted rates for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing tax assets and liabilities and
their respective tax basis. The effect on deferred tax assets and
liabilities of a change in tax rate is recognized in income in the
period that includes the enactment date. Valuation allowances are
established when necessary to reduce deferred tax assets to the
amounts expected to be realized.
(h) Fair Value of Financial Instruments
The carrying value of the Company's financial assets and liabilities,
because of their short-term nature, approximates fair value. The
carrying value of notes payable and long-term debt approximates fair
value because the current rates approximate market rates available on
similar instruments.
(i) Cash and Cash Equivalents
Cash equivalents consist of highly liquid money market accounts
carried at cost plus accrued interest, which approximates market
value. All cash equivalents have remaining maturities of 90 days or
less.
(j) Stock Subscription Receivable
Stock subscription receivables that are paid in full by the subscriber
prior to the date the financial statements are issued are reflected as
a current asset.
(k) Property and Equipment, Net
Property and equipment consists of property, equipment, furniture and
computers and are stated at cost less accumulated depreciation.
Depreciation is calculated using the straight-line method over the
estimated useful lives of the respective assets which generally range
from three to seven years.
(l) Advertising Costs
Advertising costs are expensed as incurred. Advertising costs totaled
approximately $162,000 and $156,000 for the years ended June 30, 2000
and 1999, respectively.
(m) Business and Credit Concentrations
Financial instruments which potentially subject the Company to
concentrations of credit risk consist primarily of trade accounts
receivable. The Company sells principally to resellers and end users
in the United States, Australia, and United Kingdom/Europe. The
Company performs ongoing credit evaluations of its customers.
<PAGE>
(n) Impairment of Long-lived Assets and Assets to be Disposed Of
Long-lived assets and certain identifiable intangibles are reviewed
for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net
undiscounted cash flows expected to be generated by the asset. Assets
to be disposed of are reported at the lower of the carrying amount or
fair value less costs to sell.
(o) Use of Estimates
The preparation of consolidated financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of those assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. A change in the
facts and circumstances surrounding these estimates could result in a
change to the estimates and impact future operating results.
(p) Reclassifications
Certain fiscal 1999 amounts have been reclassified to conform to the
fiscal 2000 presentation.
(4) Liquidity
The accompanying consolidated financial statements are prepared assuming
the Company will continue as a going concern. During the year ended June
30, 2000, the Company incurred an operating loss of $8,146,221 and used
$3,868,637 of cash in operating activities. As of June 30, 2000, the
Company had an accumulated deficit of $19,331,991, total stockholders'
deficit of $3,977,974, and negative working capital of $4,146,137. In
addition, as of September 18, 2000, due to inadequate funds, the Company
has not paid the outstanding principal on the note payable discussed in
Note 9, that was due on December 16, 1999 or outstanding principal on the
director advances discussed in Note 12 that were due April 30, 2000, and
has not remitted approximately $800,000 of employee and employer payroll
taxes.
The Company's ability to continue as a going concern is dependent on it
ultimately achieving profitability or raising additional capital. During
the year ended June 30, 2000 the Company raised capital of $4,504,393.
Management anticipates that the impact of the actions listed below, will
generate sufficient cash flows to pay past due debts and fund the Company's
future operations.
1. Continue to increase the Company's revenues from software licenses and
other revenue sources.
2. Increase the level of indebtedness.
3. Solicit additional equity investment in the Company.
4. Reduce operating costs, as deemed necessary, in the event the sales of
product licenses and/or additional equity or debt financing do not
generate adequate proceeds.
<PAGE>
(5) Loss Per Common Share
For the Year Ended June 30, 2000
------------------------------------------------
Loss Shares Per-Share
(Numerator) (Denominator) Amount
----------------- -------------- ---------------
Basic Loss Per Share: $ (8,622,958) 17,238,620 $ (0.50)
Effect of Dilutive Securities:
None -- -- --
================= ============== ===============
Loss Per Share -
Assuming dilution $ (8,622,958) 17,238,620 $ (0.50)
================ ============== ===============
For the Year Ended June 30, 1999
-----------------------------------------------
Basic Loss Per Share: $ (4,843,017) 15,623,632 $ (0.31)
Effect of Dilutive Securities:
None -- -- --
================ ============== ===============
Loss Per Share -
Assuming dilution $ (4,843,017) 15,623,632 $ (0.31)
================ ============== ===============
(6) Stock Options and Warrants
The Company's 1996 Stock Option Plan (the Plan) provides for the issuance
of up to an aggregate of 3,500,000 shares of common stock to employees,
directors, and consultants. The Plan provides for the issuance of incentive
and nonqualified stock options.
Under the Plan, the exercise price for incentive stock options is at least
100% of the fair market value on the date of the grant. The exercise price
for incentive stock options is at least 110% of the fair market value on
the date of the grant for persons with greater than 10% of the voting power
of all classes of stock. Options generally expire in seven years; however,
incentive stock options may expire in five years if the optionee owns stock
representing more than 10% of the voting power of all classes of stock.
Vesting periods are determined by a compensation committee appointed by the
board of directors and generally provide for shares to vest ratably over
three years.
<PAGE>
The Company also has a 1993 Stock Incentive Plan that was in existence at
the time of the merger with MNAC (see Note 2). This plan will not be used
to issue any future stock options and, will only remain in existence until
all outstanding options issued under it are exercised or forfeited.
During fiscal years 2000 and 1999, the Company granted options outside the
Plan to employees to purchase common stock of 1,147,501 and 388,125 shares,
respectively. Accordingly, the Company has recorded deferred compensation
of $688,050 and $75,000 as of June 30, 2000 and 1999, respectively,
representing the difference between the deemed value of the common stock
for accounting purposes and the option exercise price of such options on
the date of grant. The Company recognized expenses of $354,950 and $327,500
for the fiscal years ended June 30, 2000 and 1999, respectively, for these
stock option grants based upon the intrinsic value method in accordance
with APB Opinion No. 25, and will recognize the remainder of the deferred
compensation cost over the respective three year vesting periods of the
options granted.
The Company has adopted the disclosure-only provisions of SFAS No. 123,
Accounting for Stock-Based Compensation. Accordingly, compensation expense
has been recognized using the intrinsic value method prescribed in APB No.
25 and related interpretations. Had compensation cost for the Company's
stock option grants in fiscal years 2000 and 1999 been based on the fair
value method prescribed by SFAS No. 123, the Company's net loss would have
been increased by $1,625,246 and $686,123, respectively in 2000 and in
1999; net loss per share would have been increased by $0.09 and $0.04 in
2000 and 1999, respectively.
Under SFAS No. 123, the weighted average estimated fair value of stock
options granted at exercise price equal to market price of grant date
during 2000 and 1999 was $1.65 and $1.52 per share, respectively.
The fair value of each option grant was estimated on the date of grant
using the Black-Scholes option-pricing model with the following
weighted-average assumptions: dividend yield of 0%; expected volatility of
0% for fiscal 1999 and for the period July 1, 1999 to January 13, 2000 and
60% for the period January 14, 2000 to June 30, 2000; risk-free interest
rate of 7.0%; and expected lives of approximately seven years.
<PAGE>
The activity for the Plans is summarized as follows:
Weighted-
average exercise
Options price per share
------------------- ----------------------
Outstanding at June 30, 1998 1,889,178 $1.86
Granted 1,036,127 2.34
Exercised (87,000) 0.21
Forfeited (524,925) 2.59
---------- -----
Outstanding at June 30, 1999 2,313,380 $1.97
Granted 1,181,316 3.03
Exercised (442,000) 0.27
Forfeited (281,750) 2.55
========== =====
Outstanding at June 30, 2000 2,770,946 $2.64
========== =====
Options activity outside the Plans is summarized as follows:
Weighted-
average exercise
Options price per share
------------- ------------------
Outstanding at June 30, 1998 -- $ --
Granted 388,125 1.63
Exercised -- --
Forfeited -- --
---------- -----
Outstanding at June 30, 1999 388,125 $1.63
Granted 1,147,501 1.79
Exercised -- --
Forfeited (12,938) 1.78
========== =====
Outstanding at June 30, 2000 1,522,688 $1.75
========== =====
<PAGE>
The following tables summarize information about stock options
outstanding as of June 30, 2000 and 1999:
Options outstanding Options exercisable
------------------------------------- -------------------------
Weighted-
average Weighted- Weighted-
Number remaining average Number average
outstanding contractual exercise exercisable exercise
Exercise prices June 30, 2000 life price June 30, 2000 price
--------------- ------------- ----------- ---------- -------------- ----------
$0.20-0.92 346,876 3.5 $0.84 346,876 $0.84
1.33-3.00 3,843,258 5.7 2.33 1,809,007 2.26
7.00 103,500 6.7 7.00 10,000 7.00
============== ========= === ===== ========= =====
$0.20-7.00 4,293,634 5.6 $2.32 2,165,883 $2.05
============== ========= === ===== ========= =====
Options outstanding Options exercisable
------------------------------------- -------------------------
Weighted-
average Weighted- Weighted-
Number remaining average Number average
outstanding contractual exercise exercisable exercise
Exercise prices June 30, 1999 life price June 30, 1999 price
--------------- ------------- ----------- ---------- -------------- ----------
$0.13-0.92 738,376 4.4 $0.54 626,250 $0.47
1.33-2.67 1,963,129 6.0 2.44 821,814 2.23
============== ========= === ===== ========= =====
$0.13-2.67 2,701,505 5.6 $1.92 1,448,064 $1.47
============== ========= === ===== ========= =====
<PAGE>
Warrants and options issued to third parties
During fiscal years 2000 and 1999, the Company issued 63,500 and 270,000
options and warrants, respectively, to purchase common stock at $0.44 -
$6.00 per share to vendors, value-added resellers, and consultants. The
options and warrants are exercisable from the date of grant through June
2006. The fair value of the options and warrants at the date of grant was
estimated to be approximately $54,000 and $389,000, respectively, using
Black-Scholes pricing model which was expensed in the 2000 and 1999
consolidated statement of operations. The following assumptions were used
to calculate the expense using the Black-Scholes pricing model: dividend
yield of 0%; expected volatility of 0% for fiscal 1999 and for the period
July 1, 1999 to January 13, 2000 and 60% for the period January 14, 2000 to
June 30, 2000; risk-free interest rate of 7.0%; and expected lives ranging
from four to seven years.
During fiscal 2000, in connection with various sales of common stock, the
Company has issued warrants to purchase 114,375 shares of common stock at
prices ranging from $1.78-$7.00 per share. The warrants expire at various
times through December 2006. In connection with sales that occurred in
April 2000, the Company paid its business advisor fees totaling $30,000 and
issued warrants for a total of 30,000 shares, at exercise prices ranging
from $4.00-$7.00, which expire in April 2005. The fair value of the
warrants issued using the Black-Scholes pricing model was approximately
$46,000. This amount was credited to Additional Paid-in Capital during the
year ended June 30, 2000. The following assumptions were used to calculate
the expense using the Black-Scholes pricing model: dividend yield of 0%;
expected volatility of 60%; risk-free interest rate of 7.0%; and
contractual life of five years.
The Company issued 389,031 common shares and paid $47,500 to its business
advisor at closing of the merger with Minnesota American, Inc. in exchange
for services. In addition, the Company granted its business advisor a
five-year warrant to purchase up to 185,572 common shares at $5.3125 per
share. For accounting purposes, the Company has estimated the value of the
stock and warrants issued to be $5.3125 per share, the closing trading
price of the stock on the date of the merger and, accordingly, recorded a
charge of approximately $2,411,000 in the year ending June 30, 2000. This
charge is recorded in the year ended June 30, 2000 as a $950,000 reduction
to Additional Paid-in Capital based on the amount of cash received in the
merger, with the remainder ($1,461,000) shown as an operating expense. The
following assumptions were used to calculate the expense using the
Black-Scholes pricing model: dividend yield of 0%; expected volatility of
60%; risk-free interest rate of 7.0%; and contractual life of five years.
In March 2000, the Company declared a warrant dividend to shareholders of
record as of April 28, 2000. For every ten shares of common stock held,
each shareholder received a warrant to purchase one share of common stock
at a price of $8. The warrant expires in 2002 and is cancelable, at the
Company's option, upon 30 days notice if the Company's stock closes at a
price of $12 per share or higher for at least ten consecutive trading days.
The Company recorded the dividend of $1,235,252 based on the fair value of
the warrants issued using the Black-Scholes pricing model. The following
assumptions were used to calculate the expense using the Black-Scholes
pricing model: dividend yield of 0%; expected volatility of 60%; risk-free
interest rate of 7.0%; and contractual life of two years. A total of
1,954,339 warrants were distributed to the Company's shareholders.
<PAGE>
(7) Related Party Equity Transactions
(a) Equity Sale
In two separate transactions during fiscal 1999, the Company sold a
total of 309,375 units, consisting of one share of common stock and
one warrant to purchase one share of common stock at a price of $.01
per share, to a director at a price of $1.78 per unit. The warrants
are exercisable for a period of seven years. The Company has recorded
a non-cash expense of $275,000 in fiscal 1999 to reflect the
difference between the $1.78 per share price and $2.67 per share, the
estimated fair value of the Company's common stock on the date of the
transactions. In addition, the Company has recorded a non-cash expense
of $823,000 in fiscal 1999 to reflect the fair value of the warrants
issued using the Black-Scholes pricing model. The following
assumptions were used to calculate the expense using the Black-Scholes
pricing model: dividend yield of 0%; expected volatility of 0%;
risk-free interest rate of 7.0%; and contractual life of seven years.
As part of one of these transactions, the Company entered into a stock
subscription agreement with the director for the sale of 125,000 units
at $2.00 per unit. On July 1, 1999, the Company received $250,000 in
satisfaction of this subscription agreement. In April 2000, the
director exercised the warrants for the purchase of 309,375 shares of
common stock at a price of $.01 per share.
(b) Conversion of Advances
During fiscal 1999, a director of the Company converted advances to
the Company of $790,000 to 444,375 shares of common stock at $1.78 per
share. The Company has recorded a non-cash expense of $395,000 in
fiscal 1999 to reflect the difference between the $1.78 per share
conversion price and $2.67 per share, the estimated fair value of the
Company's common stock on the date of the transactions.
(8) Income Taxes
The Company has incurred net operating losses since inception. The Company
has not reflected any tax benefit of such net operating loss carryforwards
in the accompanying consolidated financial statements.
The income tax benefit differed from the amount computed by applying the
U.S. federal income tax rate of 34% to income before income taxes as a
result of the following:
2000 1999
----------- -------------
Computed "expected" tax benefit 34 % 34 %
State income tax, net of federal
benefit 4 % 4 %
Merger related costs (6)%
Other, primarily foreign tax rate
difference (2)% (1)%
Change in valuation allowance (30)% (37)%
=========== =============
--% --%
=========== =============
<PAGE>
The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets as of June 30 is presented below:
2000 1999
------- -------
Deferred tax assets:
Foreign net operating loss carryforward $1,875 $1,070
U.S. net operating loss carryforward 3,010 1,345
Stock compensation 1,225 660
Miscellaneous reserves and accruals 165 215
Other (5) (20)
------- -------
Total gross deferred tax assets 6,270 3,270
Valuation allowance (6,270) (3,270)
------- -------
Net deferred tax assets $ -- $ --
======= =======
In assessing the realization of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible.
Based on the level of historical taxable income and projections of future
taxable income over the periods in which the deferred tax assets are
deductible, management does not believe that it is more likely than not the
Company will realize the benefits of these deductible differences.
Accordingly, the Company has provided a valuation allowance against the
gross deferred tax assets as of June 30, 2000 and 1999.
As of June 30, 2000, the Company has reported U.S. net operating loss
carryforwards of approximately $7,520,000. The federal net operating loss
carryforwards expire in the years 2010 through 2020.
Federal tax laws impose significant restrictions on the utilization of net
operating loss carryforwards in the event of a change in ownership of the
Company which constitutes an "ownership change," as defined by the Internal
Revenue Code, Section 382. The Company's net operating loss carryforward
may be subject to the above limitations.
(9) Note Payable
In February 1998, the Company entered into a loan agreement in the amount
of approximately $927,000 with a third party lender. During 1999, the
Company borrowed an additional $480,000. The note is secured by the assets
of the Company. The interest rate on the outstanding principal balance is
based on an index defined in the loan agreement plus 3%, with interest due
monthly. On June 30, 2000 and 1999 the interest rates were 6.28% and 8.05%,
respectively. The outstanding principal balance was due on December 15,
1999. During fiscal 2000, the Company made principal payments totaling
approximately $808,000. The outstanding balance of approximately $599,000
remains unpaid. The Company is in negotiations with the lender to extend
the terms of the note.
<PAGE>
(10) License Sale with Warrants
In June, 2000 the Company entered into an agreement with a customer whereby
the customer agreed to purchase software licenses valued at $402,000 as
well as related maintenance and consulting services. In connection with
this agreement, the Company issued a warrant to the customer for the
purchase of up to 340,000 shares of the Company's stock at a price of
$1.4156 per share. The warrant expires December 31, 2007. The fair value of
the warrant at the date of grant was estimated to be approximately $401,000
using Black-Scholes pricing model, which was recorded as a direct reduction
of license revenue in the accompanying consolidated statement of operations
for the year ended June 30, 2000. The following assumptions were used to
calculate the expense using the Black-Scholes pricing model: dividend yield
of 0%; expected volatility of 60%; risk-free interest rate of 7.0%; and
contractual life of seven years. In addition, as part of this agreement,
the Company has agreed to pay royalties to the customer equal to 20% of all
software and maintenance fees payable to the Company resulting from within
the lodging, restaurant and hospital industries which utilize an
application that is being co-developed by the Company and the customer for
those industries. The royalty fee is 50%, up to an amount equivalent to the
licenses and services purchased by the customer and 20% thereafter. The
royalty arrangement expires October 1, 2007.
(11) Commitments
Operating Leases
The Company leases certain facilities and equipment under noncancelable
operating leases that expire at various dates through 2005. Future minimum
lease commitments under these operating leases are as follows:
Year ending June 30:
2001 $ 624,000
2002 473,000
2003 82,000
2004 71,000
2005 18,000
------
$1,268,000
Rent expense under operating leases for the year ended June 30, 2000 and
1999 was $1,181,000 and $792,000, respectively.
(12) Related Parties
(a) Director Advances
The Company has received interest-bearing and non-interest bearing
advances from certain directors of the Company. Interest rates on
interest-bearing advances vary from 5.0 to 11.0% as of June 30, 2000.
These amounts are classified as current liabilities as the Company
anticipates paying the amounts back during the year ending June 30,
2001. Amounts outstanding at June 30, 2000 and 1999 are $314,384 and
$444,826, respectively. The Company has repaid $50,000 of the advances
to certain directors subsequent to June 30, 2000.
<PAGE>
(b) Convertible Note Payable-Parent
On July 1, 1996, the Company purchased the intellectual property to
CorVu software from its Parent. A promissory note in the amount of
$2,000,000 was issued by the Company to its Parent as consideration
for the purchase of the license. This intellectual property provides
the Company with unlimited use of the technology and the ability to
modify and enhance the purchased technology. The promissory note bears
interest at 6.3% interest per annum. On July 1, 1998, the terms of the
note were modified to include a conversion feature with which the
holder at its option on or after June 30, 1999 may convert all of the
outstanding principal and accrued interest into common stock of the
Company at a conversion price of $1.78. On August 16, 1999,
approximately $1,500,000 of the outstanding balance and accrued
interest was forgiven by the Company's Parent. The remaining balance
of $834,286 was converted to 467,286 shares of common stock in full
settlement of the note and accrued interest.
(13) Industry Segment and Operations By Geographic Areas:
The Company operates predominantly in one industry segment, being the
design, development, support and marketing of its proprietary management
software solutions. The geographic distributions of the Company's revenue
and long-lived assets are summarized in the following table:
Year Ended June 30,
-----------------------------------------------
2000 1999
--------------------- ---------------------
Total Revenues:
United States $ 5,495,000 4,536,000
Australia 4,401,000 3,658,000
United Kingdom 2,913,000 2,394,000
===================== =====================
$12,809,000 10,588,000
===================== =====================
Long-Lived Assets:
United States $ 38,000 48,000
Australia 14,000 12,000
United Kingdom 116,000 93,000
===================== =====================
$ 168,000 153,000
===================== =====================
<PAGE>
(14) Convertible Bridge Loan
On November 15, 1999, the Company entered into two loan agreements with
third parties totaling $500,000. The outstanding principal was due on March
14, 2000. Interest was charged at a rate of 10% per annum. In addition, the
agreements called for the issuance of warrants to purchase up to 506,250
shares of common stock at an exercise price of $.01 per share. After the
merger of CorVu with and into Minnesota American, Inc., the outstanding
principal and interest was converted into a total of 285,702 shares of
common stock of our Company, at a price of $1.78 per share. The Company has
recorded a non-cash expense of approximately $183,000 to reflect the fair
value of the warrants issued using the Black-Scholes pricing model over the
period the bridge loan was outstanding during the year ended June 30, 2000.
The following assumptions were used to calculate the expense using the
Black-Scholes pricing model: dividend yield of 0%; expected volatility of
0%; risk-free interest rate of 7.0%; and contractual life of five years. In
addition, the Company recorded a non-cash expense of approximately $134,000
during the year ended June 30, 2000 to reflect the difference between the
$1.78 per share conversion price and $2.67 per share, the estimated fair
value of the Company's common stock on the date of the transaction. The
fair value of the warrants and the conversion feature were determined to be
$1,345,000 and $250,000, respectively. The fair value that was allocated to
the warrants and the conversion feature were limited based on the proceeds
of the loan. The value of the unamortized discount at the time of the
conversion ($183,000) was charged to Additional Paid-in Capital.
(15) Preferred Stock
The Series A Convertible Preferred Stock ($10 par value) bears a 6.5%
cumulative dividend rate payable January 1 and July 1 of each year. Each
share of Series A Convertible Preferred Stock is convertible into eight
shares of common stock. The Holder of each share of Series A Convertible
Preferred Stock is entitled to eight votes, subject to adjustment. Upon an
involuntary or voluntary liquidation or dissolution of the Company at any
time, the holders of the Series A Convertible Preferred Stock are entitled
to receive a liquidation preference of $10 per share. The preferred stock
may be called for redemption in whole or in part by the Company for a
redemption price of $11.70 per share. During fiscal year 2000, 4,000 shares
of $10 par value Series A Convertible Preferred Stock were converted into
common stock.
(16) Employment Agreement
On July 1, 1999, the Company entered into a three-year employment agreement
with its chief executive officer. This agreement included options to
purchase 675,000 shares of common stock at $1.33 per share. The fair value
of the stock on the date of grant was $2.67 per share. The options vest
over a period of three years and expire in June 2006. Accordingly, the
Company has recorded an expense of $301,500 for the year ended June 30,
2000 and deferred compensation of $603,000 as of June 30, 2000, which will
be expensed over the remaining vesting period.
(17) New Accounting Pronouncement
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 is effective for fiscal
years beginning after June 15, 2000. SFAS No. 133 established standards for
accounting and reporting of derivative financial instruments, including
certain derivative instruments embedded in other contracts, and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure
those instruments at fair value. The accounting for changes in fair value
of a derivative depends on the intended use of the derivative and the
resulting designation. The Company has adopted this Standard on July 1,
2000 and it did not have a significant impact on the Company's financial
position or results of operations.
<PAGE>
ITEM 8. CHANGES IN ACCOUNTANTS
Before the merger with CorVu Corporation, the principal accountant of
Minnesota American, Inc. was Virchow Krause & Company, LLP. Since the company
surviving the merger, CorVu Corporation, f/k/a Minnesota American, Inc.,
continues to operate the business of the former CorVu Corporation, the Company's
executive officers decided to continue working with the accountant of the former
CorVu Corporation, KPMG LLP, and to terminate the relationship with Virchow
Krause & Company, LLP effective as of the merger on January 14, 2000. The
Company is not aware that Virchow Krause & Company, LLP issued any report during
the two years before the merger that contained an adverse opinion or disclaimer
of opinion, or was modified as to uncertainty, audit scope, or accounting
principles. The change of accountants was not recommended or approved by the
board of directors or any committee of the board. The Company is not aware that
there was any disagreement between Minnesota American, Inc. and Virchow Krause &
Company, LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Directors and Executive Officers
The following table sets forth the name, age and position of each person
who currently serves as a director and/or officer of our Company as of September
30, 2000(1). Our directors serve for an indefinite term that expires at the next
regular meeting of our shareholders, and until such directors' successors are
elected and qualified, or until such directors' earlier death, resignation,
disqualification or removal as provided by law.
Name Age Position
David C. Carlson 44 Chief Financial Officer; Director
Ismail Kurdi 31 Director
Justin M. MacIntosh 50 Chairman, President, Chief Executive
Officer; Director
James L. Mandel 43 Director
Alan M. Missroon, Jr. 37 Vice President Marketing; Director
David C. Carlson (Chief Financial Officer; Director). Before joining CorVu
Corporation as Chief Financial Officer in July 1996, Mr. Carlson gained
extensive experience in the area of accounting and business operations. He
served from July 1979 to July 1984 in the audit division of Arthur Andersen &
Co. From July 1984 to April 1989, he held the position of Controller and later,
Vice President of Finance at Canterbury Downs, a horse racing facility. He
joined the Minnesota Timberwolves, a professional sports franchise, in April
1989 as Controller, a position he subsequently held at a local health and
fitness chain until May 1996; the sports franchise and the health and fitness
chain were under common ownership. Mr. Carlson is responsible for all areas of
financial management of our Company. He became a member of the board of
directors of CorVu Corporation in December 1996 and was elected to the board of
directors of the Company surviving the merger of CorVu Corporation into
Minnesota American, Inc. in January 2000.
<PAGE>
Ismail Kurdi (Director). Mr. Kurdi received a Bachelor of Science from
Boston University in May 1992. From September 1992 to September 1993, he was
with Oxy USA, a subsidiary of Occidental Petroleum. In October 1993, he
relocated back to England where he is a real estate developer and investor. He
serves on the board of directors for several British property companies which
are not reporting companies. Mr. Kurdi was elected to the board of directors of
CorVu Corporation in December 1996 and was elected to the board of directors of
the Company surviving the merger of CorVu Corporation into Minnesota American,
Inc. in January 2000. He currently spends approximately 10% of his time on
CorVu's business affairs.
Justin M. MacIntosh (Chairman, President, Chief Executive Officer;
Director). After a career in the equity and real estate markets of Australia,
Mr. MacIntosh founded MACS Software Company, a provider of business application
software, in 1977. He served as Chairman and CEO of MACS until he founded the
former parent company of CorVu in Australia in 1990. Since the incorporation of
CorVu Corporation in Minnesota in September 1995, Mr. MacIntosh has served as
Chairman, President and Chief Executive Officer, and as a director of the
company. He was elected as director, Chairman of the Board, President and Chief
Executive Officer of the Company surviving the merger of CorVu Corporation into
Minnesota American, Inc. in January 2000.
James L. Mandel (Director). Mr. Mandel has been a director of Minnesota
American since 1987. He has been the Chief Executive Officer and a director of
Vicom Inc., a full service telecommunications company which is reporting to the
SEC under the Securities Exchange Act of 1934 and is headquartered in
Minneapolis, since September 1998. From January 1997 to September 1998, he was
Chairman of Call 4 Wireless LLC and from January 1992 to February 1997, he
served as a Vice President of Grand Casinos, Inc. Mr. Mandel was elected to the
board of directors of Minnesota American, Inc. in September 1987. He currently
spends approximately 10% of his time on Corvu's business affairs.
<PAGE>
Alan M. Missroon, Jr. (Vice President Marketing; Director). Mr. Missroon
gained his knowledge of the business intelligence market while working at
Burroughs Corporation (Unisys) and during his eight years (from July 1987 to
November 95) at IQ Software Corporation in which he became familiar with a
variety of positions in sales, sales management, product design, and marketing.
From December 1995 to December 1996, he worked at Praxis International. Mr.
Missroon is responsible for worldwide operations, product positioning, market
awareness, interfacing with trade press and analysts and other general marketing
duties. He joined CorVu Corporation in January 1997 and was elected as one of
the directors of CorVu Corporation in February 1997. He was elected to the board
of directors of the Company surviving the merger of CorVu Corporation into
Minnesota American, Inc. in January 2000.
(1) Edward S. Adams resigned as director of our Company effective September
29, 2000; he had been elected to the board of directors in January 2000. Pierce
A. McNally who served on the board of directors since December 1990 resigned as
director effective September 26, 2000.
Section 16(a) Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires CorVu's
executive officers and directors, and persons who own more than 10 percent of
our common stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in ownership of common stock and
other equity securities of CorVu. Officers, directors and greater than 10%
shareholders ("Insiders") are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file.
To our knowledge, based on a review of the copies of such reports furnished
to us, during the fiscal year ended June 30, 2000, all Section 16(a) filing
requirements applicable to Insiders were complied with except that Alan Missroon
was late filing one form to report an option grant.
ITEM 10. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth all cash compensation paid or to be paid by
CorVu, as well as certain other compensation, paid or accrued, during each of
CorVu's last three fiscal years to the Chief Executive Officer and to the other
executive officers whose total annual salary and bonus paid or accrued during
fiscal year 2000 exceeded $100,000.
<PAGE>
<TABLE>
<CAPTION>
Long Term Compensation
-------------------------------------
Awards Payouts
-------------------------- ----------
Restricted Securities
Stock Underlying LTIP All Other
Name and Principal Fiscal Annual Compensation Awards Options Payouts Compensation
Position Year Salary ($) Bonus ($) Other($) ($) (#) ($) ($)
------------------------- ----- ---------- ---------- ------ ------------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Justin M. MacIntosh (1)(2) 2000 442,640 -- -- -- 843,750 -- --
Chairman and Chief 1999 412,000 -- -- -- -- -- --
Executive Officer 1998 300,800 -- -- -- 56,250 -- --
David C. Carlson 2000 115,000 52,000 -- -- 90,000 -- --
Chief Financial 1999 100,000 -- -- -- 45,000 -- --
Officer 1998 84,240 10,530 -- 45,000 -- --
Alan M. Missroon 2000 150,000 80,000 -- -- 53,750 -- --
Vice President 1999 124,500 -- -- -- 11,250 -- --
Marketing 1998 114,500 25,020 -- -- -- -- --
</TABLE>
(1) Includes salary from CorVu Australasia Pty. Ltd.
(2) $192,500 of this amount has not been paid to Mr. MacIntosh as of June 30,
2000.
Option Grants During 2000 Fiscal Year
The following table provides information regarding stock options granted
during fiscal 2000 to the named executive officers in the Summary Compensation
Table. The Company has not granted any stock appreciation rights.
<TABLE>
<CAPTION>
Percent of Total
Number of Shares Options Granted Exercise or
Underlying Options to Employees Base Price Expiration
Name Granted (1) in Fiscal Year Per Share Date
---- ------------------ ----------------- ---------- ----------
<S> <C> <C> <C> <C>
Justin M. MacIntosh 675,000 (1) 28.98% $1.33 06/30/06
168,750 (2) 7.25% $2.53 07/11/06
David C. Carlson 33,750 (1) 1.45% $2.53 07/11/06
56,250 (1) 2.42% $1.78 11/30/06
Alan M. Missroon 33,750 (1) 1.45% $2.53 07/11/06
20,000 (1) 0.86% $3.00 05/12/07
</TABLE>
(1) Such option is exercisable in three equal annual installments commencing on
the date of grant.
(2) Such option was immediately exercisable on the date of grant.
<PAGE>
Option Exercises During 2000 Fiscal Year and Fiscal Year-End Option Values
No options were exercised by the named executive officers during fiscal
2000. The following table provides information related to the number and value
of options held at June 30, 2000:
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised In-the-
Options at Fiscal Year End Money Options at Fiscal Year End(1)
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Justin M. MacIntosh 450,000 450,000 $157,781 $315,563
David C. Carlson 202,500 45,000 $114,243 $ 8,480
Alan M. Missroon 178,750 31,250 $ 2,827 0
</TABLE>
(1) Value is calculated on the basis of the difference between the option
exercise price and $2.03125, the average of the closing bid and ask price
on June 30, 2000, as quoted on the OTC Bulletin Board.
Employment Agreements
Effective July 1, 1999, CorVu entered into a three-year employment
agreement with Justin M. MacIntosh. Pursuant to the agreement, Mr. MacIntosh
will serve as our Chairman, President and Chief Executive Officer. During the
term of the agreement, Mr. MacIntosh will be paid annual base salaries of
$330,000 for the first employment year, $380,000 for the second and $420,000 for
the third employment year. He was also granted options to purchase a total of
675,000 shares of our Company's common stock at $1.33 per share, with 225,000 of
these options vesting at the beginning of each employment year. Mr. MacIntosh
will participate in any retirement, welfare and other benefit program our
Company provides for its executive officers. Mr. MacIntosh will receive payments
in the amount of at least 9 monthly installments of the base salary in effect at
the time of termination if we terminate his employment without cause. Mr.
MacIntosh is subject to certain confidentiality and non-compete provisions under
the agreement.
Effective July 15, 1996, CorVu entered into a one-year employment agreement
with David Carlson that was amended as of July 20, 1998. Pursuant to the
agreement Mr. Carlson will serve as our Chief Financial Officer. The term of the
agreement is automatically renewed for successive one-year periods unless the
agreement has been terminated earlier. Mr. Carlson currently receives an annual
base salary in the amount of $115,000 and additional 25% quarterly bonus
payments, based on attaining quarterly business plan profits and his personal
performance. Mr. Carlson will participate in any retirement, welfare and other
benefit program our Company provides for its executive officers. Both parties to
the agreement can terminate the agreement without cause upon 60 days prior
written notice. Mr. Carlson is subject to certain confidentiality provisions
under the agreement.
<PAGE>
Effective January 2, 1997, CorVu entered into a one-year employment
agreement with Alan M. Missroon. Pursuant to the agreement Mr. Missroon will
serve as our Vice President of Marketing. The agreement is automatically renewed
for successive one year terms unless terminated earlier. Mr. Missroon receives
an annual base salary of $150,000 and additional bonuses, based on our profits.
In addition, Mr. Missroon was granted options to purchase a total of 112,500
shares of stock of our company at $2.53 all of which have been vested. Mr.
Missroon will participate in any retirement, welfare and other benefit program
our Company provides for its executive officers. If we terminate his employment
without cause, Mr. Missroon will receive his base salary for a period of three
months after the date of termination, with an additional one month of base pay
added for each year of employment up to a maximum of six months. Mr. Missroon is
subject to certain confidentiality and non-compete provisions under the
agreement.
Directors' Compensation
Directors who are not employees of CorVu are currently compensated at the
rate of $900 per month plus $900 for each Board meeting attended and $500 for
each committee meeting attended. In addition, on July 21, 2000, each nonemployee
director received a five-year nonqualified option to purchase 10,000 shares at
an exercise price of $2.50 per share, which was the market value of CorVu's
common stock on the date of grant.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as of September 30, 2000
concerning the beneficial ownership of our Company's common stock by (i) each
director of the company, (ii) each executive officer named in the Summary
Compensation Table, (iii) the persons known by us to own more than 5% of our
outstanding common stock, and (iv) all directors and executive officers as a
group. Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to all shares of common stock owned by
them.
<PAGE>
Name or Number of Shares Percent of Common
Identity of Group Beneficially Owned Stock Outstanding(1)
------------------ ------------------ -----------------
David C. Carlson (2) (3) 209,166 1.1%
Ismail Kurdi (2)(4) 1,303,188 6.6%
Justin M. MacIntosh (2) (5) 9,667,673 46.0%
James L. Mandel (2) (6) 252,968 1.3%
Alan M. Missroon (2) (7) 185,416 *(8)%
Directors and executive officers
as a group(9) 11,618,411 53.7%
Opella Holdings Limited (10) (11) 8,295,907 41.0%
Troy Rollo (12) (13) 1,122,183 5.7%
Rollosoft Pty Ltd (12) (14) 1,080,558 5.5%
Dominic K.K. Sum(10)(15) 8,295,907 41.0%
(1) The percentages are calculated on the basis of 19,509,654 outstanding
shares of CorVu common stock. In addition, for each person or group, any
securities that the person or group has the right to acquire within 60 days
pursuant to options, warrants, conversion privileges or other rights, have
been added to the total amount of outstanding shares when determining the
percent owned by such person or group.
(2) Address: 3400 W. 66th Street, Suite 445, Edina, MN 55435.
(3) Mr. Carlson's beneficial ownership consists of 209,166 shares of common
stock which may be purchased upon exercise of currently exercisable
options.
(4) Mr. Kurdi's beneficial ownership includes 117,563 warrants and 10,000
shares which may be purchased upon exercise of currently exercisable
options.
(5) Mr. MacIntosh's beneficial ownership includes (i) 7,541,733 shares and
754,174 warrants registered in the name of Barleigh Wells Limited (see also
footnotes 10 and 11), (ii) 115,537 shares and 11,554 warrants held by
Blamac Holdings Limited, (iii) 739,012 shares of common stock which may be
purchased upon exercise of currently exercisable options and warrants held
by Mr. MacIntosh, and (iv) 81,420 shares of common stock and 8,142 warrants
held by Mr. MacIntosh's spouse. Mr. MacIntosh disclaims beneficial
ownership of the shares and warrants registered in the name of his spouse.
(6) Mr. Mandel's beneficial ownership includes (i) 59,872 shares which may be
purchased upon exercise of currently exercisable options and warrants held
by Mr. Mandel and (ii) 40,350 shares and 4,035 warrants held by Mr.
Mandel's spouse. Mr. Mandel disclaims beneficial ownership of the shares
and warrants registered in the name of his spouse.
<PAGE>
(7) Mr. Missroon's beneficial ownership consists of 185,416 shares of common
stock issuable under currently exercisable stock options.
(8) Below 1%.
(9) Includes 2,415,809 shares which may be purchased upon exercise of currently
exercisable options and warrants.
(10) Address: c/o Tempio Corporate Consultants Limited, Suite 701, 7/F, 6-8
Pottinger Street, Central, HONG KONG.
(11) Opella Holdings Limited as trustee of The Asia Pacific Technology Trust is
the beneficial owner of (i) 7,541,733 shares of common stock registered in
the name of Barleigh Wells Limited as street name holder, and (ii) warrants
to purchase 754,174 shares of common stock. Opella Holdings Limited shares
beneficial ownership of the shares with Mr. MacIntosh (see footnote 5) and
Mr. Sum (see footnote 15).
(12) Address: C/-Crispin & Jeffery, Level 2, 57 Grosvenor Street, Neutral Bay
NSW 2089, AUSTRALIA.
(13) Mr. Rollo's beneficial ownership includes (i) 982,325 shares of common
stock held by Rollosoft Pty. Limited, (ii) warrants to purchase 98,233
shares of common stock held by Rollosoft Pty. Limited, and (iii) 41,625
shares of common stock issuable under currently exercisable stock options.
(14) Mr. Rollo is the sole shareholder, director and officer of Rollosoft Pty.
Limited. Rollosoft Pty. Limited's beneficial ownership includes warrants to
purchase 98,233 shares of common stock held by Rollosoft Pty. Limited.
(15) Mr. Sum is the sole shareholder of Opella Holdings Limited (see footnote
11). The director of Opella Holdings Limited is Pio Services Limited whose
sole shareholder is Tempio Group of Companies Limited which in turn is
wholly owned by Mr. Sum. Pio Services Limited has two directors, one of
which is Mr. Sum.
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Edward Adams, a director of CorVu until September 29, 2000, is a principal
of Jon Adams Financial Co., L.L.P., and president and chief executive officer of
Equity Securities Investments, Inc., a registered broker-dealer. Jon Adams
Financial Co., L.L.P. received for its services in connection with the merger of
CorVu and Minnesota American, Inc., $47,500 plus 389,031 shares of common stock
and warrants to purchase additional 185,572 shares of CorVu common stock. Equity
Securities Investments, Inc. received a commission of 7.5% plus a
non-accountable expense allowance of 1% on most of the security sales and
financing transactions of CorVu since November 1999. In March and April 2000,
CorVu sold 100,000 shares of common stock and warrants to purchase 30,000 shares
of common stock, at exercise prices ranging from $4 to $7, to four accredited
investors for a total purchase price of $400,000. Equity Securities Investments,
Inc. received a commission of 7.5% for these sales and a warrant to purchase up
to 30,000 shares of common stock, at exercise prices ranging from $4 to $7.
On May 28, 1999, David Carlson, the Chief Financial Officer and a director
of CorVu, and his wife Cynthia loaned CorVu $300,000. Interest payable was based
upon a bank index rate plus 2%. CorVu paid the promissory note in full on
December 13, 1999. On March 31, 2000, Mr. Carlson and his wife loaned CorVu
$300,000. Interest payable is based upon a bank index rate plus 2%. In June
2000, CorVu repaid $50,000 and in August 2000 repaid $50,000. We intend to repay
the remaining principal plus interest as soon as funds are available.
One of the directors of CorVu, Ismail Kurdi, advanced to CorVu money at an
interest rate of 5% per annum on numerous occasions in fiscal 1997, fiscal 1998
and fiscal 1999. Mr. Kurdi advanced $150,000 on June 26, 1997, $200,000 on
October 28, 1997, and $250,000 on December 26, 1997. CorVu paid amounts of
$80,000 each back to Mr. Kurdi on January 27, 1998 and February 27, 1998. Mr.
Kurdi loaned $150,000 to CorVu on November 27, 1998, so that as of December 31,
1998, CorVu owed Mr. Kurdi the principal amount of $590,000 and interest
totaling $29,489. Mr. Kurdi advanced $200,000 to CorVu on February 26, 1999 and
$30,000 on April 14, 1999. As of June 30, 1999, outstanding loans from Mr. Kurdi
to CorVu totaled $820,000. Mr. Kurdi and CorVu agreed to convert the amount of
$790,000 into CorVu common stock, at a per share price of $2, effective June 30,
1999. On October 13, 1999, Mr. Kurdi advanced $150,000 to CorVu. On December 13,
1999, CorVu paid $30,000 to Mr. Kurdi. As of December 31, 1999, the principal
amount of $150,000 was outstanding, as well as interest in the amount of
$49,975. On January 31, 2000, we paid the principal of $150,000 back to Mr.
Kurdi. In April 2000, Mr. Kurdi exercised warrants at $.01 per share and we
reduced the amount of interest owing by the exercise price ($2,750).
Justin M. MacIntosh, the Chairman, President, Chief Executive Officer of
CorVu and one of our Directors, and Australian companies controlled by him (Core
Music Group and Blamac Holdings Limited) advanced money to, and received money
advances from our Australian subsidiary on a regular basis. As of the end of
fiscal year 2000, our Australian subsidiary owed Blamac $16,472, owed CorVu Pty
Ltd. $47,819, and has advanced Deltech $2,256. We intend to settle these amounts
as soon as possible.
Pierce A. McNally, a director of CorVu until September 26, 2000, is a 20%
shareholder of LAC, Inc. which bought LockerMate, Inc. from Minnesota American,
Inc. prior to the merger of Minnesota American, Inc. with CorVu. The sale of
LockerMate, Inc. was one of the conditions for the closing of the merger.
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
See "Exhibit Index" immediately following the signature page of this
Form 10-KSB.
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
quarter ended June 30, 2000.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CORVU CORPORATION
Dated: October 13, 2000 By: /s/ Justin M. MacIntosh
Justin M. MacIntosh, Chief Executive
Officer
In accordance with the Exchange Act, this Report has been signed by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
(Power of Attorney)
Each person whose signature appears below constitutes and appoints JUSTIN
M. MACINTOSH and DAVID C. CARLSON as true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Annual Report on Form 10-KSB and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
Signature and Title Date
/s/ Justin M. MacIntosh October 13, 2000
Justin M. MacIntosh, Chairman of the
Board, President and Chief Executive
Officer (principal executive officer)
/s/ David C. Carlson October 13, 2000
David C. Carlson, Chief Financial
Officer and Director (principal
financial and accounting officer)
/s/ I. Kurdi October 13, 2000
Ismail Kurdi, Director
October ___, 2000
James L. Mandel, Director
October ___, 2000
Alan Missroon, Director
<PAGE>
CORVU CORPORATION
EXHIBIT INDEX FOR
FORM 10-KSB FOR 2000 FISCAL YEAR
Exhibit
Number Description
2 Agreement and Plan of Reorganization between CorVu Corporation and
Minnesota American, Inc. dated as of November 17, 1999--incorporated
by reference to Exhibit 2 to Registrant's Form 10-SB, File No.
000-29299
3.1 Articles of Incorporation of the Registrant as amended to
date--incorporated by reference to Exhibit 3.1 to Registrant's Form
10-SB, File No. 000-29299
3.2 Bylaws--incorporated by reference to Exhibit 3.2 to the Registrant's
Form 10-SB, File No. 000-29299
4 Rights of Holders of Series A Convertible Preferred Stock--see Article
3 of Articles of Incorporation (Exhibit 3.1)
10.1 Subscription Agreement and Letter of Investment Intent, dated April
27, 1999, from Ismail Kurdi, accepted by CorVu Corporation, to
Purchase 150,000 Shares of Common Stock and Warrants to Purchase
150,000 Shares of Common Stock of CorVu Corporation, including Warrant
to Ismail Kurdi to Purchase 150,000 Shares of Common Stock of CorVu
Corporation--incorporated by reference to Exhibit 10.1 to Registrant's
Form 10-SB, File No. 000-29299
10.2 Subscription Agreement and Letter of Investment Intent, dated June 30,
1999, from Ismail Kurdi, accepted by CorVu Corporation, to Purchase
125,000 Shares of Common Stock and Warrants to Purchase 125,000 Shares
of Common Stock of CorVu Corporation, including Warrant to Ismail
Kurdi to Purchase 125,000 Shares of Common Stock of CorVu
Corporation--incorporated by reference to Exhibit 10.2 to Registrant's
Form 10-SB, File No. 000-29299
10.3 Subscription Agreement and Letter of Investment Intent, dated June 30,
1999, from Ismail Kurdi to Subscribe for 395,000 Shares of Common
Stock of CorVu Corporation in full satisfaction and payment of cash
advances--incorporated by reference to Exhibit 10.3 to Registrant's
Form 10-SB, File No. 000-29299
10.4* Employment Agreement between Registrant and Justin MacIntosh, dated
July 1, 1999--incorporated by reference to Exhibit 10.4 to
Registrant's Form 10-SB, File No. 000-29299
10.5* Employment Agreement between Registrant and David C. Carlson, dated
July 15, 1996 and amended July 20, 1999--incorporated by reference to
Exhibit 10.5 to Registrant's Form 10-SB, File No. 000-29299
10.6* Employment Agreement between Registrant and Alan M. Missroon, dated
January 2, 1997--incorporated by reference to Exhibit 10.6 to
Registrant's Form 10-SB, File No. 000-29299
10.7 Sublease Agreement between Arcadia Financial Ltd. and CorVu North
America for premises at 3400 West 66th Street, Edina, Minnesota; and
Consent to Subletting of Premises, given by Landlord United Properties
Investment Company--incorporated by reference to Exhibit 10.7 to
Registrant's Form 10-SB, File No. 000-29299
10.8 Commercial Lease between Viestall Pty. and CorVu Australasia Pty.
Ltd., dated April 15, 1999, for the premises at Level 4, 1 James
Place, North Sydney--incorporated by reference to Exhibit 10.8 to
Registrant's Form 10-SB, File No. 000-29299
10.9 Underlease between Michael John Haynes, Raymond John Evans, Terrance
Guy Hawker and CorVu PLC and CorVu Corporation for premises at Craven
House, 40 Uxbridge Road, London W5--incorporated by reference to
Exhibit 10.9 to Registrant's Form 10-SB, File No. 000-29299
10.10 Loan Agreement between CorVu Australasia Pty Ltd, CorVu North
America, Inc., CorVu PLC and Integral Business Finance Pty.
Limited--incorporated by reference to Exhibit 10.10 to Registrant's
Form 10-SB, File No. 000-29299
10.11 Specific and Floating Charge / Deed of Charge between CorVu
Australasia Pty Ltd. and Integral Business Finance Pty.
Limited--incorporated by reference to Exhibit 10.11 to Registrant's
Form 10-SB, File No. 000-29299
10.12 Letter Agreement between CorVu Corporation and Jon Adams Financial
Co., L.L.P., dated 12 May, 1999, as amended October 27,
1999--incorporated by reference to Exhibit 10.12 to Registrant's Form
10-SB, File No. 000-29299
10.13 Bridge Loan Agreement dated as of November 15, 1999 between CorVu
Corporation and Gildea Management Company - The Network Funds,
including Subordinated Unsecured Convertible Promissory Note for
$250,000, and Warrant for up to 250,000 Shares of Common Stock of
CorVu Corporation, both as of November 15, 1999--incorporated by
reference to Exhibit 10.13 to Registrant's Form 10-SB, File No.
000-29299
10.14 Bridge Loan Agreement dated as of November 15, 1999 between CorVu
Corporation and Calton, Inc., including Subordinated Unsecured
Convertible Promissory Note for $250,000, and Warrant for up to
250,000 Shares of Common Stock of CorVu Corporation, both as of
November 15, 1999--incorporated by reference to Exhibit 10.14 to
Registrant's Form 10-SB, File No. 000-29299
10.15* CorVu Corporation 1996 Stock Option Plan, as amended through
November 30, 1999 and approved by the shareholders at their meeting on
January 13, 2000--incorporated by reference to Exhibit 10.15 to
Registrant's Form 10-SB, File No. 000-29299
10.16* Minnesota American, Inc. 1993 Stock Incentive Plan as amended and
approved by the shareholders at their meeting on January 30,
1996--incorporated by reference to Exhibit 10.16 to Registrant's Form
10-SB, File No. 000-29299
21 Subsidiaries of the Registrant--incorporated by reference to Exhibit
22 to Registrant's Form 10-SB, File No. 000-29299
23 Consent of Independent Auditors
24 Power of Attorney (contained on Signature Page of this Form 10-KSB)
27 Financial Data Schedule (filed in electronic format only)
* Indicates a management contract or compensatory plan or arrangement
required to be filed as an exhibit to this Form 10-KSB.
