UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarter ended June 30, 2002.
or
| o | 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 0-18549
SICOR Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
33-0176647 (I.R.S. Employer Identification No.) |
19 Hughes
Irvine, California 92618
(Address of principal executive offices and zip code)
(949) 455-4700
(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 ý No o
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
| Common stock $0.01 par value | 116,135,180 | |
| Class | Outstanding at June 30, 2002 |
| |
Page |
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|---|---|---|---|---|
| PART I: FINANCIAL INFORMATION | ||||
ITEM 1: FINANCIAL STATEMENTS |
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Consolidated Balance Sheets at June 30, 2002 and December 31, 2001 |
3 |
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Consolidated Statements of Income for the Three and Six Months Ended June 30, 2002 and 2001 |
4 |
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Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2002 and 2001 |
5 |
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Notes to Consolidated Financial Statements |
6 |
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
14 |
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Overview |
14 |
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Results of Operations |
16 |
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Summary of Critical Accounting Policies and Estimates |
18 |
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Liquidity and Capital Resources |
20 |
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Factors that May Affect Future Financial Condition and Liquidity |
20 |
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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
21 |
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PART II: OTHER INFORMATION |
34 |
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ITEM 1: LEGAL PROCEEDINGS |
34 |
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ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS |
34 |
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ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
34 |
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ITEM 5: OTHER INFORMATION |
34 |
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ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K |
34 |
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SIGNATURES |
35 |
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2
SICOR Inc.
Part IFINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(in thousands except par value data)
| |
June 30, 2002 |
December 31, 2001 |
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|---|---|---|---|---|---|---|---|---|---|
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(Unaudited) |
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| ASSETS | |||||||||
| Current assets: | |||||||||
| Cash and cash equivalents | $ | 232,999 | $ | 226,568 | |||||
| Short-term investments | | 63,742 | |||||||
| Accounts receivable, net | 61,569 | 71,251 | |||||||
| Inventories, net | 78,545 | 59,678 | |||||||
| Other current assets | 32,627 | 35,199 | |||||||
| Total current assets | 405,740 | 456,438 | |||||||
Property and equipment, net |
172,127 |
162,284 |
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| Long-term investments | 53,241 | | |||||||
| Intangibles, net | 43,204 | 45,086 | |||||||
| Goodwill, net | 69,640 | 69,564 | |||||||
| Other noncurrent assets | 39,585 | 50,848 | |||||||
| $ | 783,537 | $ | 784,220 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
| Current liabilities: | |||||||||
| Accounts payable | $ | 36,181 | $ | 38,661 | |||||
| Accrued payroll and related expenses | 8,471 | 10,214 | |||||||
| Other accrued liabilities | 56,138 | 39,097 | |||||||
| Short-term borrowings | 36,651 | 33,623 | |||||||
| Current portion of long-term debt | 6,839 | 7,112 | |||||||
| Current portion of capital lease obligations | 548 | 744 | |||||||
| Total current liabilities | 144,828 | 129,451 | |||||||
Other long-term liabilities |
4,734 |
10,458 |
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| Long-term debt, less current portion | 26,786 | 29,738 | |||||||
| Long-term capital lease obligations, less current portion | 284 | 614 | |||||||
| Deferred tax liability | 15,045 | 16,059 | |||||||
Commitments and contingencies |
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Stockholders' equity: |
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| Preferred stock, $0.01 par value, 5,000 shares authorized, 0 and 1,600 shares issued and outstanding at June 30, 2002 and December 31, 2001, respectively | | 16 | |||||||
| Common stock, $0.01 par value, 250,000 shares authorized, 116,135 and 114,300 shares issued and outstanding at June 30, 2002 and December 31, 2001, respectively | 1,161 | 1,143 | |||||||
| Additional paid-in capital | 776,351 | 836,883 | |||||||
| Deferred compensation | (1,168 | ) | (1,358 | ) | |||||
| Accumulated deficit | (185,229 | ) | (233,450 | ) | |||||
| Accumulated other comprehensive income (loss) | 745 | (5,334 | ) | ||||||
| Total stockholders' equity | 591,860 | 597,900 | |||||||
| $ | 783,537 | $ | 784,220 | ||||||
See accompanying Notes.
3
SICOR Inc.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(Unaudited)
| |
Three months ended June 30, |
Six months ended June 30, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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2002 |
2001 |
2002 |
2001 |
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| Revenues | $ | 111,921 | $ | 90,894 | $ | 221,474 | $ | 175,137 | |||||||
Costs and expenses: |
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| Cost of sales | 46,786 | 47,680 | 98,025 | 93,613 | |||||||||||
| Research and development | 5,548 | 4,259 | 10,506 | 8,466 | |||||||||||
| Selling, general and administrative | 17,549 | 15,399 | 32,073 | 29,655 | |||||||||||
| Write-down of long-lived assets | | | 1,229 | 3,462 | |||||||||||
| Amortization | 942 | 1,440 | 1,884 | 2,884 | |||||||||||
| Interest and other, net | (615 | ) | (38 | ) | (117 | ) | 401 | ||||||||
| Total costs and expenses | 70,210 | 68,740 | 143,600 | 138,481 | |||||||||||
Income before income taxes |
41,711 |
22,154 |
77,874 |
36,656 |
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| Provision for income taxes | (15,208 | ) | (3,833 | ) | (28,338 | ) | (4,940 | ) | |||||||
| Net income | 26,503 | 18,321 | 49,536 | 31,716 | |||||||||||
| Dividends on preferred stock | | (1,504 | ) | (580 | ) | (2,992 | ) | ||||||||
| Net income applicable to common shares | $ | 26,503 | $ | 16,817 | $ | 48,956 | $ | 28,724 | |||||||
| Net income per share: | |||||||||||||||
| Basic | $ | 0.23 | $ | 0.17 | $ | 0.42 | $ | 0.29 | |||||||
| Diluted | $ | 0.22 | $ | 0.16 | $ | 0.41 | $ | 0.27 | |||||||
Shares used in calculating per share amounts: |
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| Basic | 116,004 | 100,475 | 115,768 | 100,286 | |||||||||||
| Diluted | 120,313 | 105,091 | 119,983 | 104,674 | |||||||||||
See accompanying notes.
4
SICOR Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
| |
Six months ended June 30, |
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|---|---|---|---|---|---|---|---|---|---|---|
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2002 |
2001 |
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| Cash flows from operating activities: | ||||||||||
| Net income | $ | 49,536 | $ | 31,716 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||
| Depreciation | 9,520 | 6,548 | ||||||||
| Amortization | 1,884 | 2,884 | ||||||||
| Deferred income tax | (3,197 | ) | 43 | |||||||
| Stock-based compensation | 399 | 857 | ||||||||
| Write-down of long-lived assets | 1,229 | 3,462 | ||||||||
| Other non-cash expenses | 808 | 32 | ||||||||
| Change in operating assets and liabilities: | ||||||||||
| Accounts receivable | 5,687 | 6,549 | ||||||||
| Inventories | (19,805 | ) | (7,696 | ) | ||||||
| Other current and noncurrent assets | 5,543 | (4,085 | ) | |||||||
| Accounts payable and other current liabilities | 12,093 | 10,794 | ||||||||
| Net cash provided by operating activities | 63,697 | 51,104 | ||||||||
Cash flows from investing activities: |
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| Proceeds from sale of available-for-sale investments | 82,769 | 48,587 | ||||||||
| Purchase of available-for-sale investments | (19,261 | ) | (56,273 | ) | ||||||
| Proceeds from held-to-maturity investments | 1,594 | | ||||||||
| Purchase of held-to-maturity investments | (54,835 | ) | | |||||||
| Purchases of property and equipment | (15,518 | ) | (19,667 | ) | ||||||
| Reduction in compensating balance cash account | 1,157 | | ||||||||
| Other investing activities | 1,704 | | ||||||||
| Net cash used in investing activities | (2,390 | ) | (27,353 | ) | ||||||
Cash flows from financing activities: |
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| Redemption of preferred stock | (63,832 | ) | | |||||||
| Payments of cash dividends on preferred stock | (580 | ) | (2,992 | ) | ||||||
| Issuance of common stock and warrants, net | 3,173 | 3,450 | ||||||||
| Change in short-term borrowings | 7,561 | 508 | ||||||||
| Issuance of long-term debt and capital lease obligations, net | 991 | 28 | ||||||||
| Principal payments on long-term debt and capital lease obligations | (3,972 | ) | (3,120 | ) | ||||||
| Net cash used in financing activities | (56,659 | ) | (2,126 | ) | ||||||
Effect of exchange rate changes on cash |
1,783 |
(650 |
) |
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| Increase in cash and cash equivalents | 6,431 | 20,975 | ||||||||
| Cash and cash equivalents at beginning of period | 226,568 | 23,054 | ||||||||
| Cash and cash equivalents at end of period | $ | 232,999 | $ | 44,029 | ||||||
See accompanying notes.
5
SICOR Inc.
Notes to Consolidated Financial Statements
1. Basis of Presentation
Organization
SICOR Inc. ("SICOR" or the "Company") is a specialty pharmaceutical company with operations located in the United States, Italy, Mexico, and Lithuania. SICOR was incorporated November 17, 1986 in the state of Delaware and is headquartered in Irvine, California.
Principles of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. The five wholly owned subsidiaries are as follows: Rakepoll Holding B.V. ("Rakepoll"), Gensia Sicor Pharmaceuticals, Inc. ("Gensia Sicor Pharmaceuticals"), Gatio Investments B.V. ("Gatio"), Gensia Development Corporation and Genchem Pharma Ltd. ("Genchem Pharma"). Affiliated companies in which the Company does not have a controlling interest are accounted for using the equity method. All significant intercompany accounts and transactions have been eliminated.
In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary to present fairly the results of operations, financial position and cash flows have been made. The results of operations and cash flows for the three and six months ended June 30, 2002 are not necessarily indicative of the results to be expected for the full fiscal year.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The accompanying consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in SICOR's Form 10-K, for the year ended December 31, 2001 filed with the Securities and Exchange Commission.
Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
2. Recently Issued Accounting Standards
In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standard ("SFAS") No. 141, "Business Combinations," and No. 142, "Goodwill and Other Intangible Assets," effective for fiscal years beginning after December 15, 2001. Under these rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be tested for impairment annually, or whenever events and circumstances occur indicating that goodwill might be impaired, in accordance with the SFAS Nos. 141 and 142. Other intangible assets will continue to be amortized over their useful lives.
The Company applied SFAS No. 141 for its acquisition of Gatio, which occurred on July 25, 2001. Starting in 2002, the application of the nonamortization provisions of SFAS No. 142 related to goodwill
6
acquired prior to July 1, 2001 is expected to result in an increase in net income of approximately $2.5 million per year through March 2003, and $2.3 million per year thereafter through February 2027. The Company adopted SFAS No. 142 as of January 1, 2002. In accordance with the transition provisions of SFAS No. 142, the Company completed the first step of the transitional goodwill impairment tests as of January 1, 2002, and determined that there was no goodwill impairment.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", but retains the fundamental provisions of SFAS No. 121 related to the recognition and measurement of the impairment of long-lived assets. The Company's adoption of SFAS No. 144 on January 1, 2002 did not have a material effect on its earnings or financial position.
3. Intangible Assets
Under the terms of SFAS No. 141, intangible assets with identifiable lives continue to be amortized. The following table reflects the components of intangible assets (in thousands):
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June 30, 2002 |
December 31, 2001 |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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Gross Amount |
Accumulated Amortization |
Gross Amount |
Accumulated Amortization |
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| Acquired technology | $ | 53,894 | $ | (15,031 | ) | $ | 53,894 | $ | (13,262 | ) | ||||
| Proprietary technology rights | 526 | (79 | ) | 496 | (51 | ) | ||||||||
| Trademarks | 4,615 | (822 | ) | 4,615 | (744 | ) | ||||||||
| Other | 118 | (17 | ) | 74 | (12 | ) | ||||||||
| Assembled workforce | | | 2,270 | (2,194 | ) | |||||||||
| Total | $ | 59,153 | $ | (15,949 | ) | $ | 61,349 | $ | (16,263 | ) | ||||
In accordance with the provisions of SFAS No. 142, the carrying value of assembled workforce of $76 thousand was re-classified to goodwill as of January 1, 2002. The estimated amortization expense for each of the five succeeding years ended December 31 is as follows (in thousands):
| 2003 | $ | 3,777 | |
| 2004 | 3,777 | ||
| 2005 | 3,807 | ||
| 2006 | 3,738 | ||
| 2007 | 3,731 |
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The following table discloses the effect on net income and basic and diluted earnings per share of excluding amortization expense related to goodwill, which was recognized during the three and six months ended June 30, 2001, as if the adoption of SFAS No. 142 had occurred at the beginning of each period (in thousands, except per share data):
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Three months ended June 30, |
Six months ended June 30, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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2002 |
2001 |
2002 |
2001 |
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| Net income applicable to common shares | $ | 26,503 | $ | 16,817 | $ | 48,956 | $ | 28,724 | |||||
| Add back goodwill amortization | | 740 | | 1,484 | |||||||||
| Adjusted net income applicable to common shares | $ | 26,503 | $ | 17,557 | $ | 48,956 | $ | 30,208 | |||||
Earnings per share basic: |
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| As reported | $ | 0.23 | $ | 0.17 | $ | 0.42 | $ | 0.29 | |||||
| Goodwill amortization | | 0.01 | | 0.01 | |||||||||
| Adjusted earnings per share basic | $ | 0.23 | $ | 0.18 | $ | 0.42 | $ | 0.30 | |||||
Earnings per share diluted: |
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| As reported | $ | 0.22 | $ | 0.16 | $ | 0.41 | $ | 0.27 | |||||
| Goodwill amortization | | 0.01 | | 0.01 | |||||||||
| Adjusted earnings per share diluted | $ | 0.22 | $ | 0.17 | $ | 0.41 | $ | 0.28 | |||||
4. Foreign Currency Translation
With the exception of the Mexican and Lithuanian operations, the financial statements of the Company's international subsidiaries are translated into U.S. dollars using current rates of exchange, with translation gains and losses included in accumulated other comprehensive income and loss in the stockholders' equity section of the consolidated balance sheets.
For the Mexican and Lithuanian operations, where the functional currency is the U.S. dollar, financial statements are translated at either current or historical exchange rates, as appropriate. Translation and recognized gains and losses on currency transactions (denominated in currencies other than local currency), are reflected in the determination of consolidated net income.
5. Comprehensive Income
Comprehensive income consists of the following components (in thousands):
| |
Three months ended June 30, |
Six months ended June 30, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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2002 |
2001 |
2002 |
2001 |
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| Net income applicable to common shares | $ | 26,503 | $ | 16,817 | $ | 48,956 | $ | 28,724 | ||||||
Comprehensive income: |
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| Unrealized gain (loss) on short-term investments | | 8 | (234 | ) | 80 | |||||||||
| Foreign currency translation gain (loss) | 3,686 | (818 | ) | 3,684 | (2,271 | ) | ||||||||
| Comprehensive income | $ | 30,189 | $ | 16,007 | $ | 52,406 | $ | 26,533 | ||||||
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Basic earnings per share ("EPS") includes no dilution and is computed by dividing net income applicable to common shares by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the effect of additional common shares issuable upon exercise of stock options outstanding, warrants, and other dilutive securities. The calculations of basic and diluted weighted average shares outstanding are as follows (in thousands, except per share data):
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Three months ended June 30, |
Six months ended June 30, |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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2002 |
2001 |
2002 |
2001 |
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| Numerator: | ||||||||||||||
| Net income applicable to common shares | $ | 26,503 | $ | 16,817 | $ | 48,956 | $ | 28,724 | ||||||
Denominator: |
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| Weighted average common shares basic | 116,004 | 100,475 | 115,768 | 100,286 | ||||||||||
| Net effect of dilutive securites: | ||||||||||||||
| Stock options | 2,700 | 2,906 | 2,608 | 2,706 | ||||||||||
| Warrants | 1,299 | 1,282 | 1,281 | 1,201 | ||||||||||
| Other | 310 | 428 | 326 | 481 | ||||||||||
| Weighted average common shares diluted | 120,313 | 105,091 | 119,983 | 104,674 | ||||||||||
| Earnings per share basic | $ | 0.23 | $ | 0.17 | $ | 0.42 | $ | 0.29 | ||||||
| Earnings per share diluted | $ | 0.22 | $ | 0.16 | $ | 0.41 | $ | 0.27 | ||||||
7. Inventories
Inventories consisted of (in thousands):
| |
June 30, 2002 |
December 31, 2001 |
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|---|---|---|---|---|---|---|---|
| Raw materials | $ | 26,543 | $ | 21,374 | |||
| Work-in-process | 19,226 | 14,108 | |||||
| Finished goods | 37,673 | 30,239 | |||||
| 83,442 | 65,721 | ||||||
| Less reserve for excess and obsolescence | (4,897 | ) | (6,043 | ) | |||
| $ | 78,545 | $ | 59,678 | ||||
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8. Write-Down of Long-Lived Assets
The Company recorded an impairment charge of $1.2 million in the first quarter of 2002 to write-down the carrying value of the long-lived assets of Diaspa S.p.A ("Diaspa"), a business unit within the Company's Italian operations. The write-down resulted from the sale of Diaspa on April 4, 2002 to an outside party, for a sale price below the carrying value of Diaspa's net assets at the time of sale. In connection with the sale, the Company entered into an agreement with Diaspa whereby the Company agreed to purchase from Diaspa, and Diaspa agreed to sell to the Company, certain active pharmaceutical ingredients. The Company's minimum purchase obligation under this agreement is on terms which the Company believes to be comparable to terms which it could obtain from other suppliers, and is not expected to exceed approximately $1.8 million per year at the current exchange rate, for a period of four years. The minimum purchase requirements are within our usage expectations.
In the first quarter of 2001, the Company also recorded a charge of $3.5 million to write-down Diaspa's long-lived assets to estimated fair value, including a write-down of non-strategic fixed a