SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly 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 number 0-19472
CPX Corp.
(Exact name of registrant as specified in its charter)
Delaware 94-3087971
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 East 52nd Street 21st Floor, New York, NY
10022 (Address of registrant's principal executive
offices) (Zip Code)
(877) 431-2942
(Registrant's telephone number, including area code)
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 [ ]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [x] No [ ]
Outstanding at
October 16, 2000
Common Stock, $0.001 par value 14,633,985
<PAGE>
INDEX
PAGE
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets - September 30, 2000 (unaudited)
and March 31, 2000.................................................. 3
Consolidated Statements of Operations -
Three months ended September 30, 2000 and 1999 (unaudited).......... 4
Consolidated Statements of Operations -
Six months ended September 30, 2000 and 1999 (unaudited)............ 5
Condensed Consolidated Statements of Cash Flows -
Six months ended September 30, 2000 and 1999 (unaudited)............ 6
Notes to Consolidated Financial Statements.......................... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations....................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................... 9
Item 6. Exhibits and Reports on Form 8-K.................................... 9
All other items under Part II are inapplicable or have a negative
response and are therefore omitted.
SIGNATURES................................................................... 10
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CPX CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 (unaudited) and MARCH 31, 2000
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
--------------- --------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash and cash equivalents $ 1,304,000 $ 1,277,000
--------------- --------------
Total assets $ 1,304,000 $ 1,277,000
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,000 $ 33,000
--------------- --------------
Total liabilities 4,000 33,000
Stockholders' equity:
Preferred stock, $.001 par value; 1,000,000
shares authorized and unissued -- --
Common stock, $.001 par value; 29,000,000
shares authorized; 14,633,985 shares issued
and outstanding 15,000 15,000
Additional paid-in capital 165,372,000 165,372,000
Accumulated deficit (164,087,000) (164,143,000)
--------------- --------------
Total stockholders' equity 1,300,000 1,244,000
--------------- --------------
Total liabilities and stockholders' equity $ 1,304,000 $ 1,277,000
=============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
CPX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
-------------- --------------
<S> <C> <C>
Revenues -- --
Costs and expenses:
Selling, general and administrative $ 4,000 $ 389,000
-------------- --------------
Total costs and expenses 4,000 389,000
-------------- --------------
Loss from operations (4,000) (389,000)
Other income (expense):
Interest income 18,000 8,000
Legal settlement -- 1,400,000
Administrative reserve -- 250,000
Other, net 40,000 2,000
-------------- --------------
Total other income 58,000 1,660,000
-------------- --------------
Net income $ 54,000 $ 1,271,000
============== ==============
Net income per share - basic and diluted $ 0.00 $ 0.09
============== ==============
Weighted average number of common shares
outstanding during the period - basic and diluted 14,634,000 14,634,000
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
CPX CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
-------------- -------------
<S> <C> <C>
Revenues -- --
Costs and expenses:
Selling, general and administrative $ 19,000 $ 825,000
-------------- -------------
Total costs and expenses 19,000 825,000
-------------- -------------
Loss from operations (19,000) (825,000)
Other income (expense):
Interest income 35,000 168,000
Interest expense -- (117,000)
Legal settlement -- 1,400,000
Administrative reserve -- 250,000
Other, net 40,000 2,000
-------------- -------------
Total other income 75,000 1,703,000
-------------- -------------
Net income $ 56,000 $ 878,000
============== =============
Net income (loss) per share - basic and diluted $ 0.00 $ 0.06
============== =============
Weighted average number of common shares
outstanding during the period - basic and diluted 14,634,000 14,634,000
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
CPX CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
-------------- --------------
<S> <C> <C>
Cash flows from investing activities:
Net cash provided by (used in) operating activities $ 27,000 $ (210,700)
Cash flows from investing activities:
Proceeds from sale of subsidiary and equipment -- 370,700
-------------- --------------
Net cash provided by investing activities -- 370,700
Cash flows from financing activities:
Payments on pre petition debt, net -- (11,315,000)
Distribution to shareholders -- (4,637,000)
-------------- --------------
Net cash used in financing activities -- (15,952,000)
-------------- --------------
Net increase (decrease) in cash and cash equivalents 27,000 (15,792,000)
Cash and cash equivalents:
Beginning of period 1,277,000 17,061,000
-------------- --------------
End of period $ 1,304,000 $ 1,269,000
============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
CPX CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements should be read
in conjunction with the audited financial statements and notes there to
contained in the Company's Report on Form 10-K for the year ended March 31,
2000. In the opinion of management, all adjustments necessary for a fair
presentation of the interim operating results are reflected herein. All such
adjustments are normal and recurring in nature. Results for the six months ended
September 30, 2000 are not necessarily indicative of the results that may be
expected either for any other quarter in the year ending March 31, 2001 or for
the entire year ending March 31, 2001.
2. Operations
The Company currently has no operating business. Management is pursuing
various strategic alternatives which include the possible use of the Company's
remaining net assets to acquire, merge, consolidate or otherwise combine with an
operating business or businesses; however, there is no assurance that any such
alternatives will occur.
3. Bankruptcy Plan and Distribution of Funds
On October 28, 1998, CellPro, Incorporated ("CellPro") filed for bankruptcy
protection under Chapter 11 of the United States Bankruptcy Code, Case No.
98-13604 in the United States Bankruptcy Court for the Western District of
Washington, Judge Karen Overstreet presiding (the "Bankruptcy Court"). On May
21, 1999 the Bankruptcy Court issued an order confirming CellPro's Second
Amended Plan of Reorganization (the "Plan") dated as of May 10, 1999. The
effective date of the Plan occurred on June 1, 1999, at which time the company
changed its name to CPX Corp. The Company announced in June 1999 that it had
changed its name to CPX Corp. from Cellpro, Incorporated. In accordance with the
plan the Company distributed funds to equity holders in June 1999. In addition,
the Company made a final distribution in September 1999 based on the proceeds of
a legal settlement and the sale of its European subsidiaries.
4. Net Income Per Share
Presentation of basic earnings per share ("EPS") and diluted EPS on the
face of the consolidated statements of operations is required for entities with
complex capital structures. Basic EPS is based on the weighted average number of
common shares outstanding during the period. For the three and six months ended
September 30, 2000 and 1999, there were no potentially dilutive instruments
outstanding. Accordingly basic and fully diluted shares are the same.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
OVERVIEW
The Company filed a voluntary petition for reorganization under Chapter 11
of the United States Bankruptcy Code on October 28, 1998, and the Company
commenced liquidation shortly thereafter. The Company announced in June 1999
that it had changed its name to CPX Corp. from Cellpro, Incorporated. In
accordance with the plan the Company distributed funds to equity holders in June
1999. In addition, the Company made a final distribution in September 1999 based
on the proceeds of a legal settlement and the sale of its European subsidiaries.
Except for disclosures that report the Company's historical results, the
statements set forth in this section are forward-looking statements. Actual
results may differ materially from those projected in the forward-looking
statements. Additional information concerning factors that may cause actual
results to differ materially from those in the forward-looking statements is set
forth in the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000, and in the Company's other filings with the Securities and
Exchange Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
assumes no obligation to update any such forward-looking statements or comment
on the reasons why actual results may differ therefrom.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents totaled approximately $1.304
million as of September 30, 2000 and approximately $1.277 million as of March
31, 2000. Net income of $56,000 for the six months ended September 30, 2000 and
reduced accounts payable generated the small increase in cash. The Company's
working capital balance at September 30, 2000 was approximately $1.3 million.
The Company is seeking an acquisition or other business combination and
management believes its cash position is sufficient to cover administrative
expenses and current obligations for the foreseeable future. There can be no
assurance that the Company will be able to locate or purchase a business, or
that any such business will be profitable. In order to finance an acquisition,
the Company may be required to incur or assume indebtedness or issue securities.
RESULTS OF OPERATIONS
Income from operations for the three months ended September 30, 2000 and
1999 were $54,000 and $1,271,000, respectively. Income for the quarter ended
September 30, 2000 included bank interest of $18,000 and refunds of previously
expensed legal fees of $40,000. For the quarter ended September 30, 1999 income
consisted of $1.4 million for a settlement, $8,000 interest earned, and $2,000
in refunds.
For the six months ended September 30, 2000 and 1999 income was $56,000 and
$878,000, respectively. For the six months during 2000, income items included
$35,000 interest and $40,000 for refunds. The six month period ended September
30, 1999 income included $1.4 million legal settlement, $250,000 reversal of an
administrative reserve, and $168,000 for interest. All the income items are
considered other income as there was no revenue earned.
General and administrative expenses for the three months ended September
30, 2000, and 1999 were $4,000 and $389,000, respectively. The 2000 quarter
expenses were accounting and administrative. Legal expenses related to the
bankruptcy were the major component of the second quarter 1999 expenses. General
and administrative expenses for the six months ended September 30, 2000 and 1999
were $19,000 and $825,000, respectively, with each time period reflecting nearly
equal expenditure on administrative and legal.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 28, 1998, CellPro, Incorporated ("CellPro") filed for bankruptcy
protection under Chapter 11 of the United States Bankruptcy Code, Case No.
98-13604 in the United States Bankruptcy Court for the Western District of
Washington, Judge Karen Overstreet presiding (the "Bankruptcy Court"). On May
21, 1999 the Bankruptcy Court issued an order confirming CellPro's Second
Amended Plan of Reorganization (the "Plan") dated as of May 10, 1999. The
effective date of the Plan occurred on June 1, 1999.
Details of information required by this item were included under the
captions "INVESTMENT CONSIDERATIONS" and "LEGAL PROCEEDINGS" in Part I, Item 2
in the Company's form 10-Q for the period ending June 30, 1998 filed with the
Securities and Exchange Commission on August 21, 1998 and is incorporated herein
by reference.
Further clarification of information required by this item was included in
the footnotes to the audited Financial Statements for the year ended March 31,
1999 on the Company's form 8-K filed with the Securities and Exchange Commission
on August 23, 1999 and is incorporated herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 27 - Financial Data Schedule (filed as part of the
electronic filing only).
(b) Reports on Form 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, he
Registrant as duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CPX, CORP. (Registrant)
/s/Warren G. Lichtenstein
------------------------------------
Warren G. Lichtenstein
President
/s/Brian Lorber
------------------------------------
Brian Lorber
Secretary/Treasurer
Date: November 14, 2000
