UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
| [X] |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
| For the quarterly period ended September 26, 2003 | ||
| [ ] |
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: 000-20198
CHOLESTECH CORPORATION
| California (State or other jurisdiction of incorporation or organization) |
94-3065493 (I.R.S. Employer Identification No.) |
3347 Investment Boulevard, Hayward, CA 94545
(Address of principal executive offices) (Zip Code)
(510) 732-7200
(Registrants 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 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 is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
As of September 26, 2003, 13,986,277 shares of the registrants common stock were outstanding.
CHOLESTECH CORPORATION
INDEX
| Page | ||||
| PART I | FINANCIAL INFORMATION | |||
| ITEM 1. | CONDENSED FINANCIAL STATEMENTS (unaudited) | |||
| Condensed Balance Sheets as of September 26, 2003 and March 28, 2003 | 3 | |||
| Condensed Statements of Income for the thirteen weeks and twenty-six weeks ended September 26, 2003 and September 27, 2002 | 4 | |||
| Condensed Statements of Cash Flows for the twenty-six weeks ended September 26, 2003 and September 27, 2002 | 5 | |||
| Notes to Condensed Financial Statements | 6 | |||
| ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 14 | ||
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 36 | ||
| ITEM 4. | CONTROLS AND PROCEDURES | 37 | ||
| PART II | OTHER INFORMATION | |||
| ITEM 1. | LEGAL PROCEEDINGS | 37 | ||
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 39 | ||
| ITEM 6. | EXHIBITS AND REPORTS ON FORM 8-K | 40 | ||
| SIGNATURES | 41 |
2
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
CHOLESTECH CORPORATION
CONDENSED BALANCE SHEETS
(in thousands)
| September 26, 2003 | March 28, 2003 (1) | |||||||||||
| (unaudited) | ||||||||||||
Assets |
||||||||||||
Current assets: |
||||||||||||
Cash and cash equivalents |
$ | 7,361 | $ | 8,747 | ||||||||
Marketable securities |
8,510 | 4,776 | ||||||||||
Accounts receivable, net |
7,449 | 5,195 | ||||||||||
Inventories, net |
5,937 | 6,806 | ||||||||||
Note receivable |
250 | 250 | ||||||||||
Prepaid expenses |
2,187 | 1,989 | ||||||||||
Deferred tax assets |
2,100 | 2,100 | ||||||||||
Total current assets |
33,794 | 29,863 | ||||||||||
Property and equipment, net |
8,268 | 7,491 | ||||||||||
Long-term investments |
11,459 | 12,558 | ||||||||||
Long-term deferred tax assets |
1,027 | 2,100 | ||||||||||
Total assets |
$ | 54,548 | $ | 52,012 | ||||||||
Liabilities and Shareholders Equity |
||||||||||||
Current liabilities: |
||||||||||||
Accounts payable and accrued expenses |
$ | 3,389 | $ | 3,971 | ||||||||
Accrued payroll and benefits |
2,638 | 3,173 | ||||||||||
Other liabilities |
112 | 140 | ||||||||||
Total current liabilities |
6,139 | 7,284 | ||||||||||
Contingencies (note 8) |
||||||||||||
Shareholders equity: |
||||||||||||
Common stock, no par value; 25,000,000 shares authorized;
13,836,782 and 13,579,108 shares issued and outstanding at
September 26, 2003 and March 28, 2002, respectively |
83,679 | 82,242 | ||||||||||
Accumulated other comprehensive income |
108 | 73 | ||||||||||
Accumulated deficit |
(35,378 | ) | (37,587 | ) | ||||||||
Total shareholders equity |
48,409 | 44,728 | ||||||||||
Total liabilities and shareholders equity |
$ | 54,548 | $ | 52,012 | ||||||||
(1) The information in this column was derived from the Companys audited consolidated financial statements as of the fiscal year ended, March 28, 2003.
See Notes to Condensed Financial Statements
3
CONDENSED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | ||||||||||||||||||
| Sept. 26, | Sept. 27, | Sept. 26, | Sept. 27, | ||||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||||
Revenue |
$ | 13,357 | $ | 11,907 | $ | 27,071 | $ | 23,039 | |||||||||||
Cost of goods sold |
5,617 | 5,245 | 11,162 | 9,278 | |||||||||||||||
Gross profit |
7,740 | 6,662 | 15,909 | 13,761 | |||||||||||||||
Operating expenses: |
|||||||||||||||||||
Sales and marketing |
3,072 | 2,781 | 6,077 | 5,822 | |||||||||||||||
Research and development |
765 | 628 | 1,606 | 1,253 | |||||||||||||||
General and administrative |
2,341 | 1,591 | 4,603 | 3,058 | |||||||||||||||
Other operating costs |
250 | | 250 | | |||||||||||||||
Total operating expenses |
6,428 | 5,000 | 12,536 | 10,133 | |||||||||||||||
Income from operations |
1,312 | 1,662 | 3,373 | 3,628 | |||||||||||||||
Interest and other income, net |
44 | 131 | 209 | 217 | |||||||||||||||
Income before provision for income taxes |
1,356 | 1,793 | 3,582 | 3,845 | |||||||||||||||
Provision for income taxes |
440 | 74 | 1,397 | 155 | |||||||||||||||
Income from continuing operations |
916 | 1,719 | 2,185 | 3,690 | |||||||||||||||
Gain (loss) from discontinued operations |
13 | (620 | ) | 39 | (1,201 | ) | |||||||||||||
Tax provision (benefit) from discontinued
operations |
4 | (25 | ) | 15 | (48 | ) | |||||||||||||
Income (loss) from discontinued operations |
9 | (595 | ) | 24 | (1,153 | ) | |||||||||||||
Net income |
$ | 925 | $ | 1,124 | $ | 2,209 | $ | 2,537 | |||||||||||
Income from continuing operations per share: |
|||||||||||||||||||
Basic |
$ | 0.07 | $ | 0.13 | $ | 0.16 | $ | 0.27 | |||||||||||
Diluted |
$ | 0.06 | $ | 0.12 | $ | 0.15 | $ | 0.26 | |||||||||||
Income (loss) from discontinued operations
per share: |
|||||||||||||||||||
Basic |
$ | 0.00 | $ | (0.05 | ) | $ | 0.00 | $ | (0.08 | ) | |||||||||
Diluted |
$ | 0.00 | $ | (0.04 | ) | $ | 0.00 | $ | (0.08 | ) | |||||||||
Net income per share: |
|||||||||||||||||||
Basic |
$ | 0.07 | $ | 0.08 | $ | 0.16 | $ | 0.19 | |||||||||||
Diluted |
$ | 0.06 | $ | 0.08 | $ | 0.15 | $ | 0.18 | |||||||||||
Shares used to compute income per share: |
|||||||||||||||||||
Basic |
13,899 | 13,605 | 13,826 | 13,472 | |||||||||||||||
Diluted |
14,273 | 14,263 | 14,306 | 14,372 | |||||||||||||||
See Notes to Condensed Financial Statements
4
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Twenty-six Weeks ended | |||||||||||
| Sept. 26, | Sept. 27, | ||||||||||
| 2003 | 2002 | ||||||||||
Cash flows from operating activities: |
|||||||||||
Net income |
$ | 2,209 | $ | 2,537 | |||||||
Adjustments to reconcile net income to net
cash provided by operating activities: |
|||||||||||
Depreciation and amortization |
1,278 | 1,244 | |||||||||
Change in allowance for losses on accounts receivable |
62 | 11 | |||||||||
Change in inventory reserve |
160 | 70 | |||||||||
Stock acceleration charge |
| (63 | ) | ||||||||
Change in allowance for sales returns |
| 36 | |||||||||
Changes in assets and liabilities: |
|||||||||||
Accounts receivable |
(2,316 | ) | (845 | ) | |||||||
Inventories |
709 | (357 | ) | ||||||||
Prepaid expenses and other assets |
(198 | ) | (666 | ) | |||||||
Accounts payable and accrued expenses |
(582 | ) | 428 | ||||||||
Accrued payroll and benefits |
(535 | ) | (406 | ) | |||||||
Deferred tax assets |
1,073 | | |||||||||
Other liabilities |
(28 | ) | (15 | ) | |||||||
Net cash provided by operating activities |
1,832 | 1,974 | |||||||||
Cash flows from investing activities: |
|||||||||||
Sales and maturities of marketable securities |
29,352 | 19,605 | |||||||||
Purchases of marketable securities |
(31,952 | ) | (24,300 | ) | |||||||
Purchases of property and equipment |
(2,055 | ) | (1,020 | ) | |||||||
Net cash used in investing activities |
(4,655 | ) | (5,715 | ) | |||||||
Cash flows from financing activities: |
|||||||||||
Purchase of treasury stock |
| (76 | ) | ||||||||
Issuance of common stock |
1,437 | 2,653 | |||||||||
Net cash provided by financing activities |
1,437 | 2,577 | |||||||||
Net decrease in cash and cash equivalents |
(1,386 | ) | (1,164 | ) | |||||||
Cash and cash equivalents at beginning of period |
8,747 | 8,800 | |||||||||
Cash and cash equivalents at end of period |
$ | 7,361 | $ | 7,636 | |||||||
See Notes to Condensed Financial Statements
5
NOTES TO CONDENSED FINANCIAL STATEMENTS
| 1. | Interim Results | |
| The interim unaudited financial information of Cholestech Corporation (the Company) is prepared in conformity with accounting principles generally accepted in the United States of America. The financial information included herein has been prepared by management, without audit by independent auditors, and should be read in conjunction with the audited consolidated financial statements contained in the Annual Report on Form 10-K for the fiscal year ended March 28, 2003. The information furnished includes all adjustments and accruals consisting only of normal recurring accrual adjustments that are, in the opinion of management, necessary for a fair presentation of results for the interim periods. Certain information or footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America has been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. | ||
| The interim results are not necessarily indicative of the results of operations for the full fiscal year ending March 26, 2004. Certain financial statement items have been reclassified to conform to the current year format. | ||
| 2. | Balance Sheet Data |
The components of inventories are as follows (in thousands):
| September 26, 2003 | March 28, 2003 | |||||||
Raw materials |
$ | 1,994 | $ | 2,388 | ||||
Work-in-process |
2,072 | 1,762 | ||||||
Finished goods |
1,871 | 2,656 | ||||||
| $ | 5,937 | $ | 6,806 | |||||
| 3. | Sale of WellCheck | |
| On December 23, 2002, the Company completed the sale of certain assets and the assignment of certain obligations of its wholly owned subsidiary WellCheck Inc. (WellCheck). The sale was made pursuant to the terms and conditions of a Stock Purchase Agreement (the Agreement) dated December 23, 2002 by and among the Company, WellCheck and ImpactHealth.com, Inc. Under the terms of the Agreement, the Company received a secured promissory note in the aggregate principal amount of $250,000 (the Note) due on the first anniversary of the issuance of the Note, the right to receive an additional $200,000 contingent upon the attainment of certain performance measures and a royalty per participant tested with TEAMS for three years after the date of the agreement. Information presented in the financial statements for prior periods have been adjusted to reflect WellCheck as Discontinued Operations. |
6
| As a result of the sale, the Company recorded a loss of $4.4 million for the fiscal year ended March 28, 2003. The components of the loss are as follows (in thousands): |
Net book value of WellCheck assets |
$ | 4,695 | ||
Less note receivable |
(250 | ) | ||
Net
loss |
$ | 4,445 | ||
| Revenues and losses of the Companys discontinued operations for the thirteen and twenty-six weeks ended September 26, 2003 and September 27, 2002 (in thousands of dollars) were as follows: |
| Thirteen Weeks Ended | Twenty-Six Weeks Ended | |||||||||||||||
| Sept. 26, | Sept. 27, | Sept. 26, | Sept. 27, | |||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Revenues |
$ | 7 | $ | 246 | $ | 12 | $ | 681 | ||||||||
Income (loss) before
provision for income taxes |
13 | (620 | ) | 39 | (1,201 | ) | ||||||||||
Income tax provision (benefit) |
4 | (25 | ) | 15 | (48 | ) | ||||||||||
Net income (loss) |
$ | 9 | $ | (595 | ) | $ | 24 | $ | (1,153 | ) | ||||||
| Contingent sales proceeds, including TEAMS royalty and performance remuneration, will be recognized as earned as a component of discontinued operations. | ||
| 4. | Derivative Financial Instruments | |
| At September 26, 2003, the Company had outstanding forward contracts to purchase £796,000 for approximately $1.3 million. The open contracts mature at various dates through February 13, 2004 and hedge certain forecasted inventory purchases denominated in the British Pound Sterling. The unrealized gain on the forward contracts at September 26, 2003 was $68,000, all of which is expected to be reclassified to earnings within the next 12 months. There was no gain or loss recorded in the period from hedge ineffectiveness or from forecasted transactions no longer expected to occur. | ||
| 5. | Earnings Per Share | |
| Basic earnings per share (EPS) is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share gives effect to all potential common stock outstanding during a period, if dilutive. |
7
| A reconciliation of the basic and diluted earnings per share calculations follows: |
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