<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) FORM 10-QSB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1997
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________________ to ________________________
Commission file number 0-26434
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Kyzen Corporation
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(Exact name of the small business issuer as
specified in its charter)
Utah 87-0475115
- ------------------------------------------ -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
430 Harding Industrial Drive, Nashville, TN 37211
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(Address of principal executive offices) (Zip Code)
(Issuer's telephone number) (615) 831-0888
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(Former name, former address and former fiscal year, if changed
since last report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
[X] Yes [ ] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] Yes [ ] No
APPLICABLE ONLY TO CORPORATE ISSUERS
State number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
5,006,681 shares of Class A Common Stock outstanding as of October 7, 1997
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Transitional Small Business Disclosure Format (Check one): [ ] Yes [X] No
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
Page No.
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<S> <C> <C>
Part I Financial Information
Item 1. Financial Statements:
Balance Sheet as of December 31, 1996 and
September 30, 1997 (unaudited) 3
Statement of Operations for the nine months ended
September 30, 1996 (unaudited) and 1997 (unaudited) 4
Statement of Cash Flows for the nine months ended
September 30, 1996 (unaudited) and 1997 (unaudited) 5
Notes to Unaudited Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
</TABLE>
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KYZEN CORPORATION
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BALANCE SHEET
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ -------------
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 741,820 $ 601,403
Short-term investments 528,416 99,769
Accounts receivable, net of allowance for doubtful
accounts of $16,338 in 1996 and $10,964 in 1997 860,785 859,035
Costs and estimated losses in excess of billings
on uncompleted contracts 80,321 34,353
Inventory 205,126 479,656
Other 37,137 18,958
----------- -----------
Total current assets 2,453,605 2,093,174
Property and equipment, net 786,797 794,062
Patents, net 99,243 128,309
Interest receivable from related parties 124,839 158,823
----------- -----------
Total assets $ 3,464,484 $ 3,174,368
=========== ===========
LIABILITIES, REDEEMABLE STOCK AND
SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable and capital lease obligations, current $ 5,610 $ 5,875
Accounts payable and accrued expenses 432,088 561,210
Accounts payable to related parties 20,913 11,839
----------- -----------
Total current liabilities 458,611 578,924
Notes payable and capital lease obligations 6,697 3,250
----------- -----------
Total liabilities 465,308 582,174
Shareholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued or outstanding at December 31, 1996
and September 30, 1997, respectively
Class A Common Stock, $0.01 par value, 30,000,000 shares
authorized, 4,999,948 and 5,006,781 shares issued and
4,999,848 and 5,006,681 shares outstanding 50,000 50,068
Additional paid-in capital 5,293,420 5,294,633
Treasury stock at cost (313) (313)
Accumulated deficit (2,343,931) (2,752,194)
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Total shareholders' equity 2,999,176 2,592,194
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Total liabilities and shareholders' equity $ 3,464,484 $ 3,174,368
=========== ===========
</TABLE>
3
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KYZEN CORPORATION
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STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- -------------------------
1996 1997 1996 1997
----------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
NET SALES $1,347,212 $1,475,254 $3,567,133 $4,066,316
Cost of sales 699,692 684,899 1,807,368 1,958,020
---------- ---------- ---------- ----------
GROSS PROFIT 647,520 790,355 1,759,765 2,108,296
OPERATING COSTS AND EXPENSES:
Selling, general and administrative expenses 704,741 718,194 1,953,947 2,219,178
Research and development expenses 102,577 106,518 446,841 352,325
---------- ---------- ----------- ----------
TOTAL OPERATING EXPENSES 807,318 824,712 2,400,788 2,571,503
---------- ---------- ---------- ----------
OPERATING LOSS (159,798) (34,357) (641,023) (463,207)
OTHER INCOME (EXPENSE):
Interest income 22,845 19,610 90,302 63,099
Interest expense (227) (467) (16,289) (8,155)
---------- ---------- ---------- ----------
TOTAL OTHER INCOME 22,618 19,143 74,013 54,944
---------- ---------- ---------- ----------
NET LOSS $ (137,180) $ (15,214) $ (567,010) $ (408,263)
========== ============ ========== ==========
Net income (loss) per Class A Common Share $ (0.03) $ (0.00) $ (0.11) $ (0.08)
========== =========== ========== ==========
Weighted average shares outstanding 4,968,713 5,006,594 4,934,577 5,004,505
========== ========== ========== ==========
</TABLE>
4
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KYZEN CORPORATION
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STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------------
1996 1997
------------- ----------
(UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (567,010) $(408,263)
Adjustments to reconcile net income to net cash used by
operating activities:
Depreciation and amortization 110,296 156,141
Non-cash interest charge 11,948
Decrease (increase) in accounts receivable (31,818) 1,750
Decrease (increase) in costs and estimated losses on long-term contracts (4,530) 45,968
Increase in inventory (187,078) (274,530)
Decrease (increase) in other current assets (19,771) 18,179
Increase in interest receivable from related parties (26,405) (33,984)
Increase in accounts payable and accrued expenses 223,867 120,048
------------- ---------
Net cash used by operating activities (490,501) (374,691)
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in short-term investments (239,480) 428,647
Purchase of fixed assets (268,959) (156,722)
Purchase of patent rights and related expenditures (13,971) (35,750)
------------- ---------
Net cash provided (used) by investing activities (522,410) 236,175
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of stock 1,435 1,281
Repurchase of Class A Common Stock (59,796)
Payment on note payable (2,962) (3,182)
------------- ---------
Net cash used by financing activities (61,323) (1,901)
-------------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,074,234) (140,417)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,608,890 741,820
------------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 534,656 $ 601,403
============= =========
</TABLE>
Cash used for interest payments was $345 and $4,325 for the three and nine
months ended September 30, 1996 and $467 and $8,620 for the three and nine
months ended September 30, 1997, respectively.
5
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KYZEN CORPORATION
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NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BACKGROUND
Kyzen Corporation ("Kyzen" or the "Company") was incorporated under the laws of
the State of Utah on March 9, 1990. Kyzen was formed to develop environmentally
safe chemical solutions to replace ozone-depleting chlorinated solvents. Kyzen
manufactures and sells specialized chemicals used for industrial cleaning
processes. The Company's operations are located in Nashville, Tennessee and
Manchester, New Hampshire.
The Company's operations are conducted within one business segment. Sales to
customers outside the United States totaled $250,552 and $288,995 for the
quarter and $518,722 and $710,595 for the nine-months ended September 30, 1996
and 1997, respectively, representing approximately 15% and 17%, respectively of
net sales for the nine-month periods then ended.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CASH, CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS
The Company considers all highly liquid investment instruments purchased with an
original maturity of three months or less to be cash equivalents. By Company
policy, short-term investments consist primarily of investment grade commercial
paper, direct obligations of the U.S. Government and its agencies, and other
short-term investment funds.
CONCENTRATION OF CREDIT RISK
The Company sells its products to customers involved in a variety of industries
including electronics and computers. Kyzen performs continuing credit
evaluations of its customers and does not require collateral. Historically, the
Company has not experienced significant losses related to individual customers
or groups of customers in any particular industry or geographic area.
REVENUE RECOGNITION
Revenue from products or services is recognized based upon shipment of products
or performance of services. Revenue and profits on long-term construction of
equipment contracts are recognized using the percentage of completion method
generally based on costs incurred as a percentage of estimated total costs of
the project. Anticipated losses on long-term contracts are recognized as they
become known.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Carrying values of cash, short-term investments, accounts receivable, and
accounts payable approximate fair value due to the short-term maturities of
these assets and liabilities.
INVENTORIES
Inventories are valued at the lower of cost or market, with cost determined
using the weighted average, first in, first out (FIFO) method.
INCOME TAXES
Deferred income taxes are provided for the temporary differences between the
financial-reporting basis and the income tax basis of the Company's assets and
liabilities.
PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost and depreciated on a straight-line
basis over the estimated useful lives (2 to 12 years) of the respective assets.
Leasehold improvements are amortized on a straight-line basis over the shorter
of the estimated useful life of the asset or the lease term.
PATENT COSTS
Patent costs, including the purchase of patent rights and legal costs incurred
related to successful and pending patents, are amortized using the straight-line
method over the useful lives of the patents, not exceeding 17 years. Accumulated
amortization amounted to $42,677 as of December 31, 1996, and $49,361 as of
September 30, 1997. Impairment of the accounting value of the patent costs is
measured on the basis of anticipated undiscounted cash flows from operations. At
December 31, 1996 and at September 30, 1997 no impairment was indicated.
6
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KYZEN CORPORATION
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NOTES TO UNAUDITED FINANCIAL STATEMENTS
RESEARCH AND DEVELOPMENT COSTS
The Company is involved in research and development activities relating to new
product development and new uses for its chemicals. The Company expenses
research and development costs as incurred.
PER SHARE DATA
Net income (loss) allocable to Class A Common Shares is calculated based on
weighted average shares of Class A Common Stock outstanding. The weighted
average number of shares has been adjusted to reflect as outstanding, for each
period presented using the treasury stock method, all shares issued and issuable
upon the exercise of stock options.
INTERIM FINANCIAL INFORMATION
The accompanying interim financial statements have been prepared without an
audit, and certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted, although the Company believes that
the disclosures herein are adequate to make the information presented not
misleading. These statements should be read in conjunction with the Company's
financial statements for the fiscal year ended December 31, 1996. The results of
operations for the three and nine-month periods are not necessarily indicative
of results for the full fiscal year.
In the opinion of management, the accompanying interim financial statements
contain all adjustments necessary for a fair presentation of the Company's
financial position as of September 30, 1997; its results of operations for the
nine-month period ended September 30, 1996 and 1997; and its cash flows for the
nine months ended September 30, 1996 and 1997.
RECENTLY ISSUED ACCOUNTING STANDARDS
In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of." SFAS No. 121 requires that in the event certain facts and
circumstances indicate an asset may be impaired, an evaluation of recoverability
must be performed to determine whether or not the carrying amount of the asset
is required to be written down. The Company adopted the provisions of this
statement effective January 1, 1996, and adoption did not materially impact the
Company's financial condition or results of operations.
In October 1995, SFAS Statement No. 123, "Accounting for Stock-Based
Compensation" was issued. The Company will continue to measure compensation
costs of its employee stock compensation plans as prescribed by Accounting
Policy Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees,"
as allowed under SFAS No. 123. SFAS No. 123 does, however, require disclosure of
the pro forma effect of stock-based compensation. This information is disclosed
in the footnotes to the financial statements.
In February 1997, FASB issued SFAS Standards No. 128, "Earnings per Share." SFAS
128 requires companies with complex capital structures that have publicly-held
common stock or common stock equivalents to present both basic and diluted
earnings per share ("EPS") on the face of the income statement. The presentation
of basic EPS replaces the presentation of primary EPS previously required by APB
Opinion No. 15 ("APB 15"). Basic EPS is calculated as income available to common
shareholders divided by the weighted average number of shares outstanding during
the period. Diluted EPS (previously referred to as fully diluted EPS) is
calculated using the "if converted" method for convertible securities and the
treasury stock method for options and warrants as prescribed by APB 15. This
statement is effective for financial statements issued for interim and annual
periods ending after December 15, 1997. Earlier application is not permitted.
The Company will adopt the provisions of this statement in the quarter ending
December 31, 1997. Management believes the provisions of this statement will not
have a material effect on earnings per share.
7
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KYZEN CORPORATION
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NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 2 - RESTATEMENT OF QUARTER
As a result of adjustments identified in the year-end closing process, which
impact the previously reported financial position and results of operations of
the quarter and year-to date periods ended September 30, 1997, these 1997
quarter and year-to-date financial statements have been restated as follows:
<TABLE>
<CAPTION>
As Reported Restated
------------------------ -----------------------
Quarter Year to Date Quarter Year to Date
--------- ------------ --------- ------------
<S> <C> <C> <C> <C>
Balance Sheet:
Current Assets $2,106,785 $2,106,785 $2,093,174 $2,093,174
Total Assets 3,227,505 3,227,505 3,174,368 3,174,368
Statement of Operations:
Net Sales $1,475,254 $4,066,317 $1,475,254 $4,066,316
Gross Profit 801,226 2,140,910 790,355 2,108,296
Total operating expenses 792,426 2,479,802 824,712 2,571,503
Net income (loss) 27,943 (283,948) (15,214) (408,263)
</TABLE>
The Company has reviewed the underlying causes of the adjustments and has taken
steps management believes necessary to prevent the need for such adjustments in
the future.
8
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KYZEN CORPORATION
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESTATEMENT OF QUARTER AND YEAR-TO-DATE FINANCIAL STATEMENTS
In the course of performing the year-end closing, the Company identified certain
adjustments which affected the quarter and year-to-date periods ended September
30, 1997 as discussed in detail in Note 2 to the financial statements. This
Management Discussion and Analysis of Financial Condition has been revised to
reflect those changes.
COMPARISON OF QUARTERS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1997
Net sales for the quarter ended September 30, 1997 from all business activities
increased approximately 10% or $128,042 to $1,475,254, while net chemical sales
increased approximately 27%. These increases are due to increased sales volume
of the Company's chemical cleaning agents to existing customers and sales to new
customers who are converting to the Company's cleaning chemicals and processes.
Gross profit for the quarter ended September 30, 1997 increased approximately
22% or $142,835 to $790,355 as compared to $647,520 for the same quarter in
1996. This increase is attributable to increased foreign and domestic sales.
Gross profit margins from all business activities increased from approximately
48% to approximately 54% in the third quarter of 1997, reflecting a change in
product mix and sales of higher margin products.
Selling, general, and administrative expenses for the quarter ended September
30, 1997 increased approximately 2% or $13,453 to $718,194 as compared to
$704,741 for the same quarter of 1996. This increase reflects a slight increase
in selling expenses during the third quarter of 1997.
Research and development expenses for the quarter ended September 30, 1997
remained constant for the quarters ended September 30, 1996 and 1997, at
$102,577 and $106,518, respectively.
Operating loss decreased $125,441 from a loss of $159,798 to a loss of $34,357
for the quarter ended September 30, 1996 and 1997, respectively. This decrease
is due to increased sales and decreased expenses in the third quarter of 1997
from the third quarter of 1996.
Interest income for the quarter ended September 30, 1997 decreased 14% to
$19,610 from $22,845 for the third quarter 1996. This $3,235 decrease is due to
lower cash balances during the third quarter of 1997 as a result of the
investment of cash into the operations of the business.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1997
Net sales for the nine months ended September 30, 1997 from all business
activities increased approximately 14% or $499,183 to $4,066,316, while chemical
sales increased approximately 20%. These increases are due to increased sales
volume of the Company's chemical cleaning agents to existing customers as well
as sales to new customers who are converting from other cleaning processes and
chemicals to cleaning agents produced by the Company. Sales of equipment,
processes and peripheral systems have increased due to increased sales and
marketing efforts.
Gross profit for the nine months ended September 30, 1997 increased 20% or
$348,531 to $2,108,296 as compared to $1,759,765 in the same nine month period
of 1996. This increase is attributable to increased sales volume of the
Company's cleaning agents, as well as increased sales of equipment, processes,
and peripheral systems. Gross profit margins from all business activities
increased from 49% in the first nine months of 1996 to 52% in the first nine
months of 1997, reflecting a change in product mix and sales of higher margin
products.
Selling, general, and administrative expenses for the nine months ended
September 30, 1997 increased 14% or $265,231 to $2,219,178 as compared to
$1,953,947 for the first nine months of 1996. This increase is due to increases
in selling expenses as the Company expanded its sales efforts.
Research and development expenses for the nine months ended September 30, 1997
decreased 21% or $94,516 to $352,325 from $446,841 for the nine months ended
September 30, 1996. This decrease resulted from research and development
expenses in the first nine months of 1996 related to the development of a new
machine product line, that were not expended during the first nine months of
1997.
Operating loss for the nine months ended September 30, 1997 decreased 28% or
$177,816 to a loss of $463,207 from a loss of $641,023 for the nine months ended
September 30, 1996. This decrease is due primarily to the higher sales and
9
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KYZEN CORPORATION
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profit margins and decreased research and development expenses in the first nine
months of 1997 over the first nine months of 1996.
Interest income for the nine months ended September 30, 1997 decreased 30% to
$63,099 from $90,302 for the first nine months of 1996. This $27,203 decrease is
due to lower cash balances during the first nine months 1997 as a result of the
investment of cash into the operations of the business.
Interest expense for the first nine months 1997 decreased 50% to $8,155 from
$16,289 in the first nine months 1996. The decrease of $8,134 in interest
expense reflects the results of the extinguishment of debt.
FORWARD-LOOKING STATEMENTS
Management has included below certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities and Exchange Act of 1934, as amended. When used,
statements which are not historical in nature, including the words "anticipate,"
"estimate," "should," "expect," "believe," "intend," and similar expressions are
intended to identify forward-looking statements. Such statements are, by their
nature, subject to certain risks and uncertainties. Among the factors that could
cause actual results to differ materially from those projected are the
following: business conditions and the general economy as they affect interest
rates; business conditions as they affect manufacturers and distributors of
chemical raw materials; the federal, state and local regulatory environment;
availability of debt and equity capital with favorable terms and conditions;
availability of new expansion and acquisition opportunities; changes in the
financial condition or corporate strategy of the Company's primary customers;
and the ability of the Company to develop new, competitive product lines.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of funds has been the remaining proceeds from its
initial public offering in 1995. The Company's primary uses of funds are
research and development of new product lines, purchase of capital equipment,
and sales and marketing activities.
As of September 30, 1997 the Company had working capital of $1,514,250 compared
to $1,994,994 as of December 31, 1996. This represents a decrease of $480,744 or
24% from December 31, 1996. This decrease resulted primarily from the funding of
operations and purchase of fixed assets.
In March 1996, the Company obtained a line of credit from a commercial bank in
the amount of $500,000 secured by the Company's accounts receivable and a cash
balance. As of September 30, 1997, there was no balance outstanding on this line
of credit.
Cash used by operations of $374,691 in the first nine months of 1997 represented
a $115,810 decrease from cash used by operations of $490,501 during the same
period in 1996. This decrease resulted from smaller losses from operations
offset partially by an increase in inventory.
Cash provided by investing activities of $236,175 in the nine months ended
September 30, 1997 represented a $758,585 increase over cash used by investing
activities during the first three quarters of 1996 of $522,410. This increase
was due to the reduced purchasing of fixed assets and selling of short-term
investments during the first nine months of 1997.
Cash used by financing activities amounted to $1,901 in the nine months ended
September 30, 1997, compared to $61,323 used by financing activities during the
same period of 1996. Approximately $60,000 of Class A Common Stock was
repurchased in 1996 which did not occur in 1997.
The Company anticipates, based on currently proposed plans and assumptions
relating to its operations and expansion plans, that the current cash balances,
together with projected cash flow from operations, will be sufficient to satisfy
its contemplated cash requirements for at least twelve months from the end of
the fiscal year. In the event that the Company's plans change, its assumptions
change or prove to be inaccurate (due to unanticipated expenses, delays, or
otherwise) the Company could be required to seek additional financing from
public or private debt and equity markets prior to such time. There can be no
assurance, however, that these sources will be available to the Company on
favorable terms, and unfavorable markets could limit the Company's ability to
obtain additional financing. Additionally, the Company plans to continue to
investigate potential acquisition candidates that are consistent with the
Company's growth strategies.
The Company's cash requirements for the remainder of 1997 and beyond will depend
primarily upon the level of its sales, product development, sales and marketing
expenditures, timing of expansion plans and capital expenditures.
10
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KYZEN CORPORATION
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
KYZEN CORPORATION
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(Registrant)
Date February 3, 1998 /s/ Kyle J. Doyel
---------------------------- --------------------------------------
(Signature)
Kyle J. Doyel
President and Chief Executive Officer
Date February 3, 1998 /s/ Thomas M. Forsythe
---------------------------- -------------------------------------
(Signature)
Thomas M. Forsythe
Treasurer and Chief Accounting Officer
