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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-QSB
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended September 30, 2000.
or
[ ] Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange
Act of 1934
For the transition period from ________ to ________.
Commission File No. 0-9614
CADEMA CORPORATION
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(Exact name of small business issuer as specified in its charter)
DELAWARE 88-0160741
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(State or other jurisdiction of (IRS Employer I.D. Number)
incorporation or organization)
C/O NUMBER ONE CORPORATION 50 WASHINGTON STREET. NORWALK CT 06854
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (203) 854-6711
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(Former name, former address and former fiscal year, if changed since last
report.) - N/A
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
There were 10,905,549 shares of the Registrant's common stock outstanding as of
October 31, 2000.
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CADEMA CORPORATION
FORM 10-QSB
INDEX
<TABLE>
<S> <C>
PART 1. FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets - September 30, 2000 and
December 31, 1999 3
Consolidated Statements of Operations -
Nine months ended September 30, 2000 and
September 30, 1999 4
Consolidated Statements of Operations -
Three months ended September 30, 2000 and
September 30, 1999 5
Consolidated Statements of Cash Flows -
Nine months ended September 30, 2000 and
September 30, 1999 6
Notes to Financial Statements 7
Item 2 - Management's Discussion and Analysis of 9
Financial Condition and Results of Operations
PART II. OTHER INFORMATION
Signatures 10
Exhibit
</TABLE>
The accompanying condensed consolidated financial statements have been
prepared by the Company, without audit, and reflect all adjustments which are,
in the opinion of management, necessary to present a fair statement of the
results of operations, financial position, and statements of cash flows for the
interim periods. The statements have been prepared in accordance with the rules
and regulations of the Securities and Exchange Commission, but omit certain
information and footnote disclosures necessary to present the statements in
accordance with generally accepted accounting principles.
These condensed financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1999. Management believes that
the disclosures are adequate to make the information presented herein not
misleading.
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CADEMA CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS September 30, 2000 December 31,1999
------ ------------------ ----------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 9,361 $ 13,054
Trading securities (Cost $547,290 in 126,329 150,881
2000 and $540,655 in 1999)
(Note 2)
Other current assets 299 1,644
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TOTAL CURRENT ASSETS 135,989 165,579
NOTE RECEIVABLE less allowance for bad
debt of $260,250 in 2000 and 1999 (Note 3) 84,750 84,750
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TOTAL ASSETS $ 220,739 $ 250,329
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Accrued liabilities $ 4,477 $ 13,000
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TOTAL CURRENT LIABILITIES 4,477 13,000
Accrued dividends on preferred stock 1,315,804 1,188,469
Minority Interest in Subsidiary (Note 3) 7,296 7,296
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TOTAL LIABILITIES 1,327,577 1,208,765
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STOCKHOLDERS' DEFICIENCY
Series A 8% Cumulative Convertible
Preferred Stock, par value $.01 per
share; authorized 5,000,000 shares;
issued 485,123 shares in 2000 and 1999 4,851 4,851
Series B 8% Cumulative Convertible
Preferred Stock, par value, $.01 per
Share; authorized, 150,000 shares,
none issued -- --
Common Stock, par value, $.01 per share;
authorized 50,000,000 shares, issued
10,935,549 shares in 2000 and 1999 109,356 109,356
Additional paid-in capital 7,765,904 7,765,904
Accumulated deficit (8,890,579) (8,742,177)
Less: Treasury stock at cost
Common shares (75,000) (75,000)
Preferred shares (21,370) (21,370)
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TOTAL STOCKHOLDERS' DEFICIENCY (1,106,838) (958,436)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $ 220,739 $ 250,329
=========== ===========
</TABLE>
The accompanying notes to the consolidated financial statements are an integral
part of these statements.
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CADEMA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
REVENUE $ -- $ --
COST OF GOODS SOLD -- --
------------ ------------
GROSS PROFIT -- --
OPERATING EXPENSES:
General and administrative 23,243 23,187
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Total operating expenses 23,243 23,187
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Loss from operations (23,243) (23,187)
OTHER INCOME (EXPENSE):
Trading securities
Transactions (Note 2)
Realized gains 29,897 1,387
Change in unrealized losses (28,401) (82,959)
Dividend income 681 177
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Total other income (expense) 2,177 (81,395)
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LOSS BEFORE INCOME TAXES (21,066) (104,582)
PROVISION FOR INCOME TAXES -- --
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NET LOSS (21,066) (104,582)
PREFERRED DIVIDENDS EARNED 127,336 127,336
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NET LOSS APPLICABLE TO
COMMON STOCKHOLDERS (Note 2) $ (148,402) $ (231,918)
============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (Note 2) 10,905,549 10,905,549
============ ============
LOSS PER COMMON SHARE
BASIC AND DILUTED $ (.01) $ (.02)
============ ============
</TABLE>
The accompanying notes to consolidated financial statements are an integral
part of these statements
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CADEMA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>
2000 1999
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<S> <C> <C>
REVENUE $ -- $ --
COST OF GOODS SOLD -- --
------------ ------------
GROSS PROFIT -- --
OPERATING EXPENSES:
General and administrative 7,371 7,027
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Total operating expenses 7,371 7,027
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Loss from operations (7,371) (7,027)
OTHER INCOME (EXPENSE):
Trading securities
Transactions (Note 2)
Realized gains (losses) (8,451) 1,387
Change in unrealized losses 15,005 (9,087)
Dividend income 146 24
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Total other income (expense) 6,700 (7,676)
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LOSS BEFORE INCOME TAXES (671) (14,703)
PROVISION FOR INCOME TAXES -- --
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NET LOSS (671) (14,703)
PREFERRED DIVIDENDS EARNED 42,445 42,445
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NET LOSS APPLICABLE TO
COMMON STOCKHOLDERS (Note 2) $ (43,116) $ (57,148)
============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING (Note 2) 10,905,549 10,905,549
============ ============
LOSS PER COMMON SHARE
BASIC AND DILUTED $ (.00) $ (.01)
============ ============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements
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CADEMA CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR EACH OF THE NINE MONTHS IN THE PERIOD ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES 2000 1999
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<S> <C> <C>
Net loss from operations $ (21,066) $(104,582)
Adjustments to reconcile net loss
to net cash used in operating activities
Realized gain on sale of trading
securities (29,897) (1,387)
Unrealized loss gain in value
of trading securities 28,401 82,959
Decrease in other receivables and
current assets 1,344 1,001
Increase (decrease) in accounts payable and
accrued liabilities (8,523) 4,464
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Net cash by used in
operating activities (29,741) (17,545)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of marketable securities (58,425) --
Proceeds from sale of marketable securities 84,473 5,662
Net cash provided by investing
activities 26,048 5,662
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Net decrease in cash and
cash equivalents (3,693) (11,883)
Cash and cash equivalents -
Beginning of Period 13,054 13,829
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Cash and cash equivalents -
End of Period $ 9,361 $ 1,946
========= =========
SUPPLEMENTAL DISCLOSURES OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
Preferred Stock Dividends Earned $ 127,336 $ 127,336
========= =========
</TABLE>
The accompanying notes to the consolidated financial statements are an integral
part of these statements.
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CADEMA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS IN THE PERIOD ENDED SEPTEMBER 30, 2000
(1) NATURE OF BUSINESS AND CURRENT OPERATING ENVIRONMENT:
The principal business of Cadema Corporation (the "Company") is the
financing and operating of business enterprises with the potential to
generate profits and cash flow. Currently the Company is exploring possible
acquisitions and mergers throughout the United States and abroad, as it has
done in the past, seeking to enter into new operating businesses and to use
the Company's liquid assets in connection therewith. As part of this
strategy, the Company entered into a joint venture agreement with Global
Environmental, Inc. in December 1993. The Company did not generate any
revenues from operations in 2000 or 1999, and is currently pursuing
additional contracts.
While the principal business of the Company is the financing and operating
of business enterprises with the potential to generate profits and cash
flow, it still intends to invest in and sell marketable securities as
outlined in a plan approved by stockholders in 1988.
The Company intends to continue to invest in trading securities, including
but not limited to stocks, bonds, options and warrants.
The Company now holds and currently expects to invest primarily in the
stock of smaller, lesser known and often more speculative companies, which
while entailing above-average risk, offer the potential of above-average
reward.
There are significant risk factors affecting the Company, including
potential operating losses it may incur from operating ventures, the
volatility of market values of its investment securities portfolio, and the
possible need for additional capital. These and other factors may adversely
affect the Company's future operations.
(2) SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid instruments purchased with an
original maturity of three months or less to be cash equivalents.
TRADING SECURITIES
In accordance with Statement of Financial Accounting Standards (SFAS) No.
115, Accounting for Certain Investments in Debt and Equity Securities, the
Company classifies marketable securities as trading and records them at
fair market value, with unrealized gains and losses reported as a component
of net income (loss).
Realized gains and losses are determined on a first-in, first-out basis.
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(2) SIGNIFICANT ACCOUNTING POLICIES: (CONT.)
INCOME (LOSS) PER COMMON SHARE
Net income (loss) per share is calculated in accordance with SFAS No. 128.
Income (loss) per Common Share is calculated by dividing the net income
(loss) by the weighted average number of common shares outstanding. As all
Cadema convertible preferred stock outstanding has an anti-dilutive effect,
no calculations of diluted loss per share have been presented.
(3) JOINT VENTURE:
On December 31, 1993 the Company entered into a Joint Venture Agreement
with Global Environmental, Corp., a New York corporation, to create the
Joint Venture entity Global Environmental Offshore Company ("Global" or
"Joint Venture"). The Joint Venture Company engages in contracting for the
design and installation of Air Pollution Control equipment and facilities
in areas located outside the United States. Under the terms of the Joint
Venture Agreement, the Company contributed $350,000 and received 51%
control of the Joint Venture.
Under the Joint Venture Agreement, Global Environmental, Corp. has the
right to acquire the Company's interest in the Joint Venture for, at the
Company's option, 875,000 shares of Global stock or the greater of $350,000
or the Company's existing capital account. The Company has the option to
convert its Joint Venture interest into 875,000 shares of Global
Environmental, Corp.'s common stock.
The financial statements of the Joint Venture are consolidated with the
Company's results in the accompanying financial statements. The portion of
the Joint Venture's income that is not applicable to the Company is
recorded as Minority Interest on the Statement of Operations. That income
along with Global Environmental Corp.'s capital contribution to the Joint
Venture is recorded under the caption "Minority Interest in Subsidiary" on
the Balance Sheet. All significant intercompany accounts and transactions
have been eliminated in consolidation.
Notes payable issued by Global Environmental Corp. to the Joint Venture are
carried on the Balance Sheet as Notes Receivable and were due on December
31, 1996. Negotiations are in process for the refinancing of the note. As
collection of the note in 2000 is not likely, the note has been classified
as long-term.
Negotiations are in process for the refinancing of this note receivable.
Global Environmental Corp. does not have funds available to repay the Note
in cash and has offered to exchange its stock for the Note. The Company has
established a 75% reserve against the carrying value of the Note in
recognition of the potential costs involved in liquidating any noncash
settlement of this Note. Although the Company believes such 75% reserve to
be adequate, the reserve is an estimate based on information presently
available. The Company's estimate could change, which would result in a
change in the reserve in the future.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The principal business of Cadema Corporation (the Company) is the financing
and operating of business enterprises with the potential to generate
profits and cash flow. Currently the Company is seeking joint venture
partners as its sole operating subsidiary, Global Environmental Offshore
Company, set up to contract for the design and installation of Air
Pollution Control equipment and facilities for international markets, has
generated no revenue in 1999. The Company continues to explore possible
acquisitions and mergers as it has done in the past, seeking to enter into
new operating situations with it can utilize its liquid assets.
While the principal business of the Company is the financing and operating
of business enterprises with the potential to generate profits and cash
flow, it still intends to invest in and sell marketable securities as
outlined in a plan approved by stockholders in 1988.
RESULTS OF OPERATIONS
There were no revenues in the first nine months of 2000 or 1999, as the
Company's operating subsidiary Global Environmental Offshore Company had no
revenue activity.
Operating expenses for the first nine months of 2000 were $23,243, in line
with 1999's first nine months' expenses of $23,187 and represented
administrative expenses of the parent Company.
Other Income/expense in the first nine months was income of $2,177 as
compared to a 1999 expense of $81,395. This contrast is due to better
performance on the Company's Investment Portfolio in 2000 compared to the
same period of 1999.
The net loss applicable to common stockholders for the first three
quarters, after an accrual for a Preferred Stock dividend, was $148,402 or
$.01 per share. For the same period of the prior year, a poorer performance
by the Company's Investment Portfolio resulted in a loss of $231,918 or
$.02 loss per share being recognized.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity and working capital decreased by $21,067 to $131,512 in the first
nine months of 2000 due primarily payment of G&A expenses. The Company
believes it has sufficient working capital to meet its liquidity needs over
the next twelve months.
PART II
ITEMS 1 THRU 5: Not Applicable
ITEM 6: Exhibits - Exhibit 27 Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
CADEMA CORPORATION
Dated: November 1, 2000 By: /s/ Roger D. Bensen
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ROGER D. BENSEN
Chairman of the Board and
Chief Executive Officer
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