<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15d
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15d
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: ____________ to ____________
Commission file number:
33-55254-26
SEAVIEW VIDEO TECHNOLOGY, INC.
(exact name of registrant as specified in its charter)
NEVADA 87-0438640
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
SEAVIEW VIDEO TECHNOLOGY, INC.
200 MADONNA BLVD. SUITE A
TIERRA VERDE , FL 33715
(727) 866-3660
(Registrant's telephone number, including area code)
SEAVIEW UNDERWATER RESEARCH, INC.
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15d of the Securities and Exchange Act of 1934
during the preceding 12 months (or 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.
[X] Yes [_] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practical date.
Total number of shares of Common Stock, as of September 1, 2000: 15,452,285
<PAGE>
SEAVIEW UNDERWATER RESEARCH, INC.
INDEX
Part I. FINANCIAL INFORMATION Page No.
Item 1. Financial Statements 3 - 8
Item 2. Management's Discussion and Analysis of Financial 9 - 13
Condition and Results of Operations
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Exhibits 16 - 18
2
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PART I. FINANCIAL INFORMATION
Item 1. Financial statements
SEAVIEW VIDEO TECHNOLOGY, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
Assets 2000 1999
------------- ------------
(unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents.............................................. $ 513,833 $ -
Accounts receivable-Trade.............................................. 2,976,100 -
Accounts receivable-Employees.......................................... 27,322 -
Accounts receivable-Officer............................................ 542,085 -
Prepaid expenses....................................................... - 9,197
Income tax benefit..................................................... - 25,795
Inventory.............................................................. 356,439 120,604
----------- -----------
Total current assets................................................ 4,415,779 155,596
Property and equipment, net................................................ 419,321 140,330
Investments, Available for Sale............................................ 1,027,500 -
Patent..................................................................... 30,000 -
Deferred tax asset......................................................... 44,921 28,023
----------- -----------
Total assets........................................................ $ 5,937,521 $ 323,949
=========== ===========
Liabilities and Stockholders' Equity
Current Liabilities:
Due to Bank............................................................ - 10,412
Current tax payable.................................................... 177,695 -
Accounts Payable....................................................... 1,054,244 53,562
----------- ----------
Total Liabilities................................................... 1,231,939 63,974
Stockholders' equity:
Capital stock.............................................................. 12,521 9,380
Additional paid-in capital................................................. 4,597,907 335,571
Unearned Restricted Stock Compensation..................................... (49,306) (74,306)
Retained earnings.......................................................... 144,460 (10,670)
----------- -----------
Total stockholders' equity.......................................... 4,705,582 259,975
----------- -----------
Total liabilities and stockholders' equity.......................... $ 5,937,521 $ 323,949
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
SEAVIEW VIDEO TECHNOLOGY, INC.
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Quarter Ended Nine Months Nine Months
September 30, September 30, Ended Sept. 30, Ended Sept. 30,
2000 1999 2000 1999
-------------- ------------- --------------- ---------------
<S> <C> <C> <C> <C>
Net Revenue ............................... $ 2,465,386 $ 214,444 $ 4,405,580 $ 880,042
Cost of goods sold ........................ 873,641 30,211 1,218,886 172,615
------------ ------------ ------------ ------------
Gross Profit ..................... 1,591,745 184,233 3,186,694 707,427
Operating expenses:
Salaries & Wages .................... 231,216 42,378 531,736 142,839
Advertising & Promotions ............ 681,946 60,355 1,693,899 261,084
Depreciation ......................... 12,591 4,035 30,397 12,020
Rent & Utilities ..................... 28,095 20,008 70,726 75,310
Other Expenses ....................... 217,792 48,785 521,061 160,239
------------ ------------ ------------ ------------
Total operating expenses ......... 1,171,640 175,561 2,847,819 651,492
------------ ------------ ------------ ------------
Operating Profit (loss) .......... $ 420,105 $ 8,672 $ 338,875 $ 55,935
Interest Income ........................... 1,707 -- 2,846 --
------------ ------------ ------------ ------------
Income (loss) before taxes .............. $ 421,812 $ 8,672 $ 341,721 $ 55,935
Income tax (benefit) expense .............. 205,680 (1,173) 186,593 8,986
------------ ------------ ------------ ------------
Net Income ................................ $ 216,132 $ 9,845 $ 155,128 $ 46,949
============ ============ ============ ============
Basic net (loss) income per common share .. $ 0.022 $ 0.002 $ .017 $ 0.007
Diluted net (loss) income per common
Share ................................ $ 0.017 $ 0.001 $ .013 $ 0.005
Pro forma basic net income per common share
Pro forma diluted net income per common
share .................................
Basic weighted average common shares
outstanding .......................... 9,821,449 6,340,000 9,187,858 6,340,000
Diluted weighted average common shares
outstanding .......................... 12,971,164 9,016,282 12,337,081 9,052,822
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
SEAVIEW UNDERWATER RESEARCH, INC
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine months Nine months
Ended Ended
Sept. 30, 2000 Sept. 30, 1999
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income............................................... $ 155,128 $ 46,949
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation................................................. 30,397 12,020
Amortization of unearned compensation........................ 25,000 17,360
Compensation expense of stock issuance to consultants........ 2,740 14,300
Deferred income taxes........................................ (16,898) (4,044)
(Increase) decrease in:
Inventory.................................................... (235,835) (48,107)
Accounts receivable trade.................................... (2,976,100) --
Employee accounts receivable................................. (27,322) --
Officer receivable........................................... (542,085) --
Prepaid Assets............................................... 9,197 --
Patent....................................................... (30,000) --
Accrued Liabilities.......................................... 1,000,682 --
Income taxes payable......................................... 203,490 13,030
----------- -----------
Net cash provided by (used in) operating activities.......... (2,401,606) 51,508
----------- -----------
Cash flows from investing activities:
Additions to property and equipment............................. (309,386) (60,170)
----------- -----------
Net cash used in investing activities........................ (309,386) (60,170)
----------- -----------
Cash flows from financing activities:
Proceeds from conversion of stock warrants..................... 500,000 0
Proceeds from issuance of convertible subordinated debentures... 2,735,237 0
----------- -----------
Net cash provided by financing activities.................... 3,235,237 0
----------- -----------
Net (decrease) increase in cash and cash equivalents......... 524,245 (8,662)
Cash and cash equivalents at beginning of period..................... (10,412) 14,516
----------- -----------
Cash and cash equivalents at end of period........................... $ 513,833 $ 5,854
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
SEAVIEW VIDEO TECHNOLOGY, INC.
Notes to Interim Consolidated Financial Statements
September 30, 2000 (Unaudited)
1. OPERATIONS AND ORGANIZATION
Seaview Video Technology, Inc., (the "Company") formerly Seaview Underwater
Research, Inc. is a Florida Corporation incorporated April 2, 1998 with no
operations prior to incorporation. The Company was acquired by Gopher Inc.
March 22, 1999 becoming a Nevada Corporation with the name change to
Seaview Underwater Research, Inc. The Company then modified its corporate
name to Seaview Video Technology, Inc.
The Company manufactures in-house and through outside contractors,
underwater video cameras, lights, and accessories for the marine commercial
and consumer retail market. The Company has also developed and manufactures
in-house and through outside contractors, a video security system utilizing
exclusive patented technology enabling video transmission through
electrical wiring. The key product Secureview is a light bulb camera and
decoder. The Company offices are located at 200 Madonna Blvd., Tierra
Verde, Florida.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation / basis of consolidation. The accompanying unaudited
financial statements have been prepared in accordance with prescribed
guidance of the Securities and Exchange Commission ("SEC"), and therefore,
do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows and
stockholders' equity in conformity with generally accepted accounting
principals. In the opinion of management, all adjustments considered
necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a
normal recurring nature. Operating results for the three and nine-month
periods ended September 30, 2000, are not necessarily indicative of the
results that can be expected for a full fiscal year.
Inventories. Inventories consist of finished goods held for resale and are
stated at the lower of cost or market. Inventory costs are determined using
the first-in, first-out (FIFO) method.
Property and equipment. Property and equipment are stated at cost less
accumulated depreciation. Depreciation on property and equipment is
calculated on the straight line method over the estimated useful lives of
the assets ranging from five to seven years. Maintenance and repairs are
charged to expense as incurred.
Stock Based Compensation. In October 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standard ("SFAS")
No. 123, "Accounting for Stock-Based Compensation". SFAS 123 allows
companies which have stock based compensation arrangements with employees
to adopt a fair-value basis of accounting for equity instruments or to
continue to apply the intrinsic value based method required by with
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock
issued to Employees". The Company has elected to account for stock based
compensation arrangements in accordance with APB No. 25.
Revenue recognition. Revenue is recognized at the time of product shipment.
Such revenue is recorded net of estimated product return. At September 30,
2000, estimated amounts for returns are not considered material.
Income taxes. Prior to April 1, 1999, the company had elected S Corporation
status under Section 1362(a) of the Internal Revenue Code. Under the
election, the stockholders included their share of the Company's applicable
taxable income or loss on their federal income tax return. Accordingly, no
provision for income taxes had been made. On April 1, 1999, the Company
6
<PAGE>
elected to terminate its Subchapter S status in favor of a taxable C
Corporation as designated in the Internal Revenue Code. Accordingly, pro
forma income taxes, net income, and earnings per share have been included
on the face of the historical income statement for the period presented
prior to April 1, 1999. In addition, a pro forma adjustment has been made
to reclassify undistributed earnings of $180,467 through April 1, 1999 as
additional paid in capital.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in the tax rate is
recognized in income in the period that includes the enactment date of the
rate change.
Use of estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those estimates.
3. STOCK AWARD AGREEMENT
Under a Professional Services Agreement effective March 25, 1999, 2,700,000
shares of restricted common stock were issued to a key employee. Upon
issuance of stock under the plan, unearned compensation equivalent to the
market value of the stock at the date of grant is charged to stockholders'
equity and subsequently amortized over the period of the agreement, three
years. Amortization of $8,333 and $25,000 was recorded for the three and
nine month periods ended September 30, 2000, respectively.
Because the terms of the Professional Services Agreement call for no cash
payment by the employee, the intrinsic value of the compensation to the
employee as defined by APB No. 25 equals the fair market value of the award
as defined by SFAS No. 123. Thus, pro forma disclosures of net income and
earnings per share, as if the fair value based method of accounting had
been applied, have been omitted.
4. NOTE RECEIVABLE-OFFICER
During the second quarter 2000, the Company accepted several non-interest
bearing notes from an officer, leaving a balance of $542,085 at September
30, 2000. The notes are collateralized by 6.5 million shares of company
stock. The term of the loans is 120 days.
5. INVESTMENTS, AVAILABLE FOR SALE
On July 12, 2000, the Company acquired a twenty percent (20%) ownership
interest in Golden Springs, LLC, a state of Florida limited liability
company. In consideration for its 20% equity position in Golden Springs,
LLC, the Company conveyed 150,000 shares of its common stock to Golden
Springs, LLC subject to restrictions under Rule 144 of the Securities and
Exchange Act of 1933, as amended. The resolution approved by the board of
directors to issue shares dictated that the shares be replaced by the
President and C.E.O. within 120 days. Golden Springs, LLC reports total
assets of $4.06 million. The fair market value of the investment
approximated the investment's amortized cost at September 30, 2000. Thus,
no unrealized holding gains or losses were recognized for the period.
7
<PAGE>
6. CONVERTIBLE DEBENTURES
In the first quarter of 2000, the Company issued 8% convertible debentures
for proceeds of $2,735,237. The debentures are non-interest bearing for the
first thirty days, after which, interest is payable quarterly. The
debentures are for a term of twelve months. The debentures are convertible
by the option of the holders into shares of the Company's restricted common
stock on the basis of $.50 to $8.00 per share. Proceeds from the issuance
were used to fund operations of the Company.
During the second quarter of 2000, the company exchanged the $2,735,237 of
convertible debentures for 2,217,449 shares of Company common stock.
7. RECAPITALIZATION
On March 24, 1999, Gopher, Inc. ("Gopher") acquired all of the outstanding
common stock of Seaview Video Technology, Inc. in exchange for 5,000,000
shares of Gopher's restricted stock and $250,000 cash. Gopher was formed as
a non-operating public shell company, and, therefore, for accounting
purposes, the combination has been treated as a recapitalization of Seaview
Video Technology, Inc. and the issuance of stock by the company for the net
monetary assets of Gopher.
The transaction is recorded as a capital transaction as described above,
and, as such, pro forma information is not presented, since the transaction
does not result in a business combination. The historical financial
statements prior to March 24, 1999 are those of Seaview Video Technology,
Inc., and reflect the restatement of the equity accounts based on the ratio
of the exchange of 5,000,000 shares of Gopher for 100 shares of Seaview
Video Technology, Inc.
8. STOCK WARRANTS
During the second and third quarters of 2000, warrant options were
exercised for 200,000 and 300,000 shares, respectively, of Company common
stock at $1.00 per share from a previous resolution dating from the reverse
merger into Gopher, Inc. The proceeds were used to fund operations.
9. COMMITMENTS AND CONTINGENCIES
The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial position, results of operations or liquidity.
8
<PAGE>
Item 2. Management's discussion and analysis of financial condition and results
of operations
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
A. Overview
Seaview Video Technology, Inc., (the "Company") formerly Seaview
Underwater Research, Inc. is a Florida Corporation incorporated April 2, 1998
with no operations prior to incorporation. The Company was acquired by Gopher
Inc. March 22, 1999 becoming a Nevada Corporation with the name change to
Seaview Underwater Research, Inc. The Company then modified its corporate name
to Seaview Video Technology, Inc.
The Company manufactures in-house and through outside contractors,
underwater video cameras, lights, and accessories for the marine commercial and
consumer retail market. The Company has also developed and manufactures in-house
and through outside contractors, a video security system utilizing exclusive
patented technology enabling video transmission through electrical wiring. The
key product Secureview is a light bulb camera and decoder. The Company offices
are located at 200 Madonna Blvd., Tierra Verde, Florida.
B. Results of Operations
The following table sets forth, as a percentage of net revenue, certain
items in the Company's statements of operations for the quarters indicated. The
performance of the Company during this quarter is not indicative of future
financial results or conditions.
<TABLE>
<CAPTION>
Quarter Quarter Nine Months Nine Months
Ended Sept. 30, Ended Sept. 30, Ended Ended
2000 1999 Sept. 30, 2000 Sept. 30,1999
--------------- --------------- -------------- -------------
<S> <C> <C> <C> <C>
Net Revenue............................ 100.0% 100.0% 100.0% 100.0%
Cost of goods sold..................... 35.4% 14.1% 27.7% 19.6%
------ ------ ------ ------
Gross Profit................. 64.6% 85.9% 72.3% 80.4%
Operating expenses:
Salaries & Wages................. 9.4% 19.8% 12.1% 16.2%
Advertising & Promotions......... 27.7% 28.1% 38.4% 29.7%
Depreciation..................... .5% 1.9% .7% 1.4%
Rent & Utilities................. 1.1% 9.3% 1.6% 8.6%
Other Expenses................... 8.8% 22.7% 11.8% 18.2%
------ ------ ------ ------
Total Operating expenses...... 47.5% 81.8% 64.6% 74.1%
------ ------ ------ ------
Operating Profit (loss)....... 17.1% 4.1% 7.7% 6.3%
Interest Income.................... 0.0% 0.0% 0.1% 0.0%
------ ------ ------ ------
Income before taxes............... 17.1% 4.1% 7.8% 6.3%
Income tax (benefit) expense.. 8.3% (.5)% 4.2% 1.0%
------ ------ ------ ------
Net Income............................. 8.8% 4.6% 3.6% 5.3%
====== ====== ====== ======
</TABLE>
9
<PAGE>
Net Revenue. Net revenue increased 1049.7% and 400.6% for the quarter
and nine months ended September 30, 2000, from $214.4 thousand to $2.5 million
and from $880.0 thousand to $4.4 million, respectively. This increase was
primarily caused by increased sales resulting from the Company's increased
investment in advertising and the establishment of a Dealer Sales Base.
Cost of Goods Sold. Cost of goods sold increased 2791.8% and 606.1% for the
quarter and nine months ended September 30, 2000, from $30.2 thousand to $873.6
thousand and from $172.6 thousand to $1.2 million, respectively. This increase
was primarily caused by utilization of resources due to increased sales. Cost of
goods sold relates to the parts and fees paid to outside companies for
manufacturing the product.
Salaries and Wages. Salaries and wages increased 445.6% and 272.3% for the
quarter and nine months ended September 30, 2000, from $42.4 thousand to $231.2
thousand and from $142.8 thousand to $531.7 thousand, respectively. This
increase was primarily caused by increased compensation resulting from increased
staffing as a result of increased sales. Salaries and wages comprises inside
wages and outside labor.
Advertising and Promotion. Advertising and promotion expenses increased
1029.9% and 548.8% for the quarter and nine months ended September 30, 2000,
from $60.4 thousand to $681.9 thousand and from $261.1 thousand to $1.7 million,
respectively. This increase was primarily caused by increased national and
regional advertising efforts including national television advertising and
celebrity spokesperson campaigns. Advertising and promotions comprise the
expense to advertise at boat shows and to advertise in industry magazines. This
number also includes postage, printing and travel, attributable to advertising
and promotion.
Depreciation Expense. Depreciation expense increased 212.0% and 152.9% for
the quarter and nine months ended September 30, 2000, from $4.0 thousand to
$12.6 thousand and from $12.0 thousand to $30.4 thousand, respectively. This
increase in depreciation expense was caused by property and equipment
acquisitions by the Company during the period. Depreciation on equipment is
calculated on the straight line method over the estimated useful lives of the
assets ranging from five to seven years.
Rent and Utilities. Rent and utilities increased 40.4% and decreased 6.1%
for the quarter and nine months ended September 30, 2000, from $20.0 thousand to
$28.1 thousand and from $75.3 thousand to $70.7 thousand, respectively. The
increase in the third quarter 2000 over the third quarter 1999 is primarily the
result of additional space acquired and lease renegotiations. The decrease was
primarily caused by expense reduction measures including new telephone service
contracts. Rent and utilities includes office rent, telephone and utilities.
Other Expenses. Other expenses increased 346.4% and 225.2% for the quarter
and nine months ended September 30, 2000, from $48.8 thousand to $217.8
10
<PAGE>
thousand and from $160.2 thousand to $521.1 thousand, respectively. This
increase was primarily caused by professional fees paid for consultants,
accountants, legal fees and other costs associated with increasing sales. Other
expenses comprise of cost of insurance, property taxes, bank charges and other
miscellaneous expenses.
Income Taxes. Prior to April 1, 1999, the Company had elected S Corporation
status under Section 1362(a) of the Internal Revenue Code. Under the election,
the stockholders included their share of the Company's applicable taxable income
or loss on their federal income tax return. Accordingly, no provision for income
taxes was made for periods prior to April 1, 1999. On April 1, 1999, the Company
elected to terminate its Subchapter S status in favor of a taxable C Corporation
as designated in the Internal Revenue Code. Income tax provisions have been
recorded for periods presented subsequent to April 1, 1999.
Income taxes increased 17634.5% and 1976.5 % for the quarter and nine
months ended September 30, 2000, from $(1.2) thousand to $205.7 thousand and
from $9.0 thousand to $186.6 thousand, respectively.
LIQUIDITY AND CAPITAL RESOURCES
On March 24, 1999, Gopher, Inc. ("Gopher") acquired all of the outstanding
common stock of the Company in exchange for 5,000,000 shares of Gopher's
restricted stock and $250,000 cash. Gopher was formed as a non-operating public
shell company, and, therefore, for accounting purposes, the combination has been
treated as a recapitalization of the Company and the issuance of stock by the
company for the net monetary assets of Gopher.
On March 25, 1999, 2,700,000 shares of restricted common stock were issued
to a key employee. Unearned compensation equivalent to the market value of the
stock at the date of grant is charged to stockholders' equity at the time of
issuance.
During the first quarter 2000, the Company issued 174,000 shares of
restricted common stock to employees under an employee bonus arrangement. Bonus
expense of $1,740 was recognized in connection with the issuance.
On January 26, 2000 the company filed a registration statement with the
Securities and Exchange Commission for the issuance of 100,000 shares of its
common stock for the purpose of compensating consultants for services rendered.
In the first quarter of 2000, the Company issued 8% convertible debentures
for proceeds of $2,735,237. The debentures are non-interest bearing for the
first thirty days, after which, interest is payable quarterly. The debentures
are for a term of twelve months. The debentures are convertible by the option of
the holders into shares of the Company's restricted common stock on the basis of
$.50 to $8.00 per share. Proceeds from the issuance were used to fund operations
of the Company. During the second
11
<PAGE>
quarter of 2000, the Company exchanged 2,217,449 shares of the Company's common
stock for the $2,735,237 notes.
During the second and third quarters of 2000, warrant options were
exercised for 200,000 and 300,000 shares of common stock, respectively, at $1.00
per share from a previous resolution dating from the reverse merger into Gopher,
Inc. The proceeds were used to fund operations.
Based upon the Company's anticipated capital needs for operations of its
business and general corporate purposes, management believes that the
combination of the funds expected to be available under the Company's current
cash reserves and cash flow from operations should be sufficient to meet the
Company's funding requirements to conduct its operations and for further
implementation of its growth strategy and current plans through at least 2001.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable.
12
<PAGE>
Special Notice Regarding Forward Looking Statements
This Form 10-Q, the quarterly report, and certain information provided
periodically in writing or orally by the Company's Officers or its agents
contains statements which constitute "forward-looking statements" within the
meaning of Section 27A of the Securities Act, as amended and Section 21E of the
Securities Exchange Act of 1934. The terms "Seaview Underwater Research,"
"company," "we," "our" and "us" refer to Seaview Video Technology, Inc. The
words "expect," "believe," "plan," "intend," "estimate" and similar expressions
and variations thereof if used are intended to specifically identify forward-
looking statements. Those statements appear in a number of places in this Form
10-Q and in other places, particularly, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and include statements regarding
the intent, belief or current expectations of the Company, its directors or its
officers with respect to, among other things:
(i) the successful expansion of the Company in new and existing markets
(ii) our liquidity and capital resources
(iii) our future performance and operating results; and
Investors and prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors. The factors that might cause such differences include, among others,
the following:
(i) any adverse effect or limitations caused by any governmental
regulations or actions;
(ii) any increased competition in business and in acquisitions;
(iii) inability to successfully conduct our business in new markets;
(iv) the continued relationship with and success of our professional
association customers and their continued ability to grow in
conjunction with our growth;
(v) any inability to meet or exceed analysts expectations in any future
period
We undertake no obligation to publicly update or revise the forward looking
statements made in this Form 10-Q or annual report to reflect events or
circumstances after the date of this Form 10-Q and annual report or to reflect
the occurrence of unanticipated events.
13
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PART II. OTHER INFORMATION
Item 5. Other Information
Item 6. Exhibits and Reports of Form 8-K.
EXHIBIT
(a) NUMBER DESCRIPTION
------ -----------
11.1 Computation of Earnings per Share
27 Financial Data Schedule for the quarter Ended September 30,
2000 (SEC only)
(b) Reports on Form 8-K
None.
14
<PAGE>
SEAVIEW VIDEO TECHNOLOGY, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of St.
Petersburg, State of Florida on November 14, 2000.
SEAVIEW VIDEO TECHNOLOGY, INC.
By: /s/ Rich McBride
----------------------------------
RICH MCBRIDE
Chief Executive Officer
By: /s/ J.R. Cox
----------------------------------
J.R. COX
Secretary and Treasurer
15
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
11.1 Computation of Per share Earnings.
27 Financial Data Schedule for the quarter September 30, 2000 (for SEC use
only)
16
