SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended June 29, 2002 | ||
| or | ||
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 0-27892
SIPEX Corporation
(Exact Name of Registrant as Specified in its Charter)
| Massachusetts | 04-6135748 | |
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) | |
| 22 Linnell Circle, Billerica, Massachusetts | 01821 | |
| (Address of principal executive offices) | (Zip Code) |
(978) 667-8700
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 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
No
There were 27,955,682 shares of the Registrants Common Stock issued and outstanding as of August 2, 2002.
FORM 10-Q
THREE MONTHS ENDED JUNE 29, 2002
INDEX
| Item | ||||||||
| Number | Page | |||||||
| PART I: | FINANCIAL INFORMATION |
|||||||
| Item 1. | Financial Statements |
|||||||
Condensed Consolidated Balance Sheets at June 29, 2002 and December 31, 2001 |
3 | |||||||
Condensed Consolidated Statements of Operations for the three and six month periods
ended June 29, 2002 and June 30, 2001 |
4 | |||||||
Condensed Consolidated Statements of Cash Flows for the six month periods ended June
29, 2002 and June 30, 2001 |
5 | |||||||
Notes To Condensed Consolidated Financial Statements |
6-8 | |||||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
9-20 | ||||||
| Item 3. | Quantitative and Qualitative Disclosure about Market Risk |
20 | ||||||
| PART II: | OTHER INFORMATION |
|||||||
| Item 1. | Legal Proceedings |
21 | ||||||
| Item 2. | Changes in Securities and Use of Proceeds |
21 | ||||||
| Item 3. | Defaults Upon Senior Securities |
* | ||||||
| Item 4. | Submission of Matters to a Vote of Security Holders |
21 | ||||||
| Item 5. | Other Information |
* | ||||||
| Item 6. | Exhibits and Reports on Form 8-K |
21 | ||||||
SIGNATURES |
22 | |||||||
* No information provided due to inapplicability of item.
2
Part I: FINANCIAL INFORMATION
Item 1: Financial Statements
SIPEX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
| June 29, | December 31, | ||||||||||
| 2002 | 2001 | ||||||||||
| (Unaudited) | (Audited) | ||||||||||
ASSETS: |
|||||||||||
Current Assets: |
|||||||||||
Cash and cash equivalents |
$ | 5,426 | $ | 4,874 | |||||||
Short-term investment securities |
5,961 | | |||||||||
Accounts receivable, less allowances of $982 and $2,444 at
June 29, 2002 and December 31, 2001, respectively |
11,952 | 10,966 | |||||||||
Inventories |
25,691 | 25,295 | |||||||||
Deferred income taxes-current |
| 3,163 | |||||||||
Prepaid expenses and other current assets |
1,902 | 1,871 | |||||||||
Total current assets |
50,932 | 46,169 | |||||||||
Property, plant, and equipment, net |
65,823 | 67,172 | |||||||||
Goodwill |
| 2,984 | |||||||||
Deferred income taxes |
| 28,688 | |||||||||
Other assets |
114 | 114 | |||||||||
Total assets |
$ | 116,869 | $ | 145,127 | |||||||
LIABILITIES AND SHAREHOLDERS EQUITY: |
|||||||||||
Current Liabilities: |
|||||||||||
Accounts payable |
$ | 10,378 | $ | 5,989 | |||||||
Accrued expenses |
4,130 | 2,928 | |||||||||
Deferred income |
819 | 992 | |||||||||
Total current liabilities |
15,327 | 9,909 | |||||||||
Long-term debt |
| 7,396 | |||||||||
Total liabilities |
15,327 | 17,305 | |||||||||
Shareholders equity: |
|||||||||||
Preferred stock, $.01 par value, 1,000 shares authorized
and no shares issued or outstanding at June 29, 2002
and December 31, 2001, respectively |
| | |||||||||
Common stock, $.01 par value, 40,000 shares authorized and
27,954 and 24,844 shares issued and outstanding at
June 29, 2002 and December 31, 2001, respectively |
279 | 248 | |||||||||
Additional paid-in capital |
173,642 | 149,447 | |||||||||
Accumulated deficit |
(72,353 | ) | (21,903 | ) | |||||||
Accumulated other comprehensive income (loss) |
(26 | ) | 30 | ||||||||
Total shareholders equity |
101,542 | 127,822 | |||||||||
Total liabilities and shareholders equity |
$ | 116,869 | $ | 145,127 | |||||||
See accompanying notes to condensed consolidated financial statements
3
SIPEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||||
| June 29, | June 30, | June 29, | June 30, | |||||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||||
Net sales |
$ | 16,988 | $ | 19,372 | $ | 33,052 | $ | 39,066 | ||||||||||
Cost of sales |
18,931 | 21,671 | 32,820 | 40,468 | ||||||||||||||
Gross profit (loss) |
(1,943 | ) | (2,299 | ) | 232 | (1,402 | ) | |||||||||||
Operating expenses |
||||||||||||||||||
Research and development |
3,560 | 3,514 | 6,274 | 7,559 | ||||||||||||||
Marketing and selling |
2,206 | 2,628 | 4,472 | 5,287 | ||||||||||||||
General and administrative |
2,645 | 1,914 | 4,300 | 3,993 | ||||||||||||||
Restructuring and facility exit costs |
| 494 | | 177 | ||||||||||||||
Amortization/impairment of goodwill |
2,984 | 94 | 2,984 | 188 | ||||||||||||||
Total operating expenses |
11,395 | 8,644 | 18,030 | 17,204 | ||||||||||||||
(Loss) from operations |
(13,388 | ) | (10,943 | ) | (17,798 | ) | (18,606 | ) | ||||||||||
Other income (expense), net |
(329 | ) | (112 | ) | (716 | ) | 28 | |||||||||||
(Loss) before income taxes |
(13,667 | ) | (11,055 | ) | (18,514 | ) | (18,578 | ) | ||||||||||
Income tax expense (benefit) |
33,826 | (4,750 | ) | 31,936 | (7,245 | ) | ||||||||||||
Net (loss) |
$ | (47,493 | ) | $ | (6,305 | ) | $ | (50,450 | ) | $ | (11,333 | ) | ||||||
Net (loss) per common share-basic and assuming dilution |
$ | (1.70 | ) | $ | (0.26 | ) | $ | (1.91 | ) | $ | (0.49 | ) | ||||||
Weighted average common and common equivalent shares
outstanding-basic and assuming dilution |
27,930 | 23,983 | 26,402 | 23,248 | ||||||||||||||
See accompanying notes to condensed consolidated financial statements
4
SIPEX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Six Months Ended | ||||||||||||
| June 29, | June 30, | |||||||||||
| 2002 | 2001 | |||||||||||
Operating activities: |
||||||||||||
Net (loss) |
$ | (50,450 | ) | $ | (11,333 | ) | ||||||
Adjustments to reconcile net (loss) to net cash used in operating activities: |
||||||||||||
(Increase) decrease in deferred income taxes |
31,851 | (7,248 | ) | |||||||||
Provision for uncollectable receivables and returns and allowances |
713 | 1,803 | ||||||||||
Depreciation and amortization |
7,203 | 3,795 | ||||||||||
Change in other long-term liabilities |
| (1,396 | ) | |||||||||
Changes in current assets and liabilities: |
||||||||||||
(Increase) decrease in accounts receivable |
(1,699 | ) | 3,079 | |||||||||
Increase in inventories |
(396 | ) | (575 | ) | ||||||||
Increase in prepaid expenses and other assets |
(31 | ) | (703 | ) | ||||||||
Increase (decrease) in accounts payable |
4,389 | (2,660 | ) | |||||||||
Increase (decrease) in accrued expenses |
1,202 | (302 | ) | |||||||||
(Decrease) increase in deferred income |
(173 | ) | 310 | |||||||||
Net cash used in operating activities |
(7,391 | ) | (15,230 | ) | ||||||||
Investing activities: |
||||||||||||
Proceeds from restricted cash |
| 36,750 | ||||||||||
Purchase of investments |
(5,961 | ) | | |||||||||
Purchase of property, plant and equipment |
(2,870 | ) | (38,232 | ) | ||||||||
Net cash used in investing activities |
(8,831 | ) | (1,482 | ) | ||||||||
Financing activities: |
||||||||||||
Proceeds from issuance of common stock |
24,226 | 22,112 | ||||||||||
(Payments of) proceeds from debt obligations |
(7,396 | ) | 136 | |||||||||
Net cash provided by financing activities |
16,830 | 22,248 | ||||||||||
Effect of foreign currency translation adjustments |
(56 | ) | (53 | ) | ||||||||
Increase in cash and cash equivalents |
552 | 5,483 | ||||||||||
Cash and cash equivalents, beginning of period |
4,874 | 1,732 | ||||||||||
Cash and cash equivalents, end of period |
$ | 5,426 | $ | 7,215 | ||||||||
Supplemental cash flow information: |
||||||||||||
Cash paid during the period for: |
||||||||||||
Income taxes |
$ | 81 | $ | | ||||||||
Interest |
$ | 12 | $ | 360 | ||||||||
See accompanying notes to condensed consolidated financial statements
5
SIPEX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The consolidated financial statements include the accounts of Sipex Corporation (the Company) and all of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.
The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2001, included in the Companys Form 10-K filing. The accompanying financial statements reflect all adjustments (consisting solely of normal, recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of results for the interim periods presented and were prepared based upon the accounting policies disclosed in the Companys Form 10-K. The results of operations for the three and six month periods ended June 29, 2002 are not necessarily indicative of the results to be expected for the full fiscal year.
2. Significant Accounting Policies
Recent Accounting Pronouncements
The FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections, effective for fiscal years beginning May 15, 2002 or later that rescinds FASB Statement No. 4, Reporting Gains and Losses from Extinguishment of Debt, FASB Statement No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements, and FASB Statement No. 44, Accounting for Intangible Assets of Motor Carriers. This Statement amends FASB Statement No. 4 and FASB Statement No. 13, Accounting for Leases, to eliminate an inconsistency between the required accounting for sale-leaseback transactions. This Statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings or describe their applicability under changed conditions. We are currently examining the effect of this pronouncement on the results of operations and financial position of Sipex, but currently we believe the effect will not be material.
On July 30, 2002, the FASB issued Statement No. 146, Accounting for Costs Associated with Exit or Disposal Activities. Statement No. 146 is based on the fundamental principle that a liability for a cost associated with an exit or disposal activity should be recorded when it (1) is incurred, that is, when it meets the definition of a liability in FASB Concepts Statement No. 6, Elements of Financial Statements", and (2) can be measured at fair value. The principal reason for issuing Statement 146 is the Boards belief that some liabilities for costs associated with exit or disposal activities that entities record under current accounting pronouncements, in particular Issue 94-3, do not meet the definition of a liability. Statement 146 nullifies Issue 94-3; thus, it will have a significant effect on practice because commitment to an exit or disposal plan no longer will be a sufficient basis for recording a liability for costs related to those activities. Statement No.146 is effective for exit and disposal activities initiated after December 31, 2002. Early application is encouraged; however, previously issued financial statements may not be restated. An entity would continue to apply the provisions of Issue 94-3 to an exit activity that it initiated under an exit plan that met the criteria of Issue 94-3 before the entity initially applied Statement 146. We are currently examining the effect of this pronouncement on the results of operations and financial position of Sipex, but currently we believe the effect will not be material.
3. Goodwill Impairment
For the quarter ended March 30, 2002, the Company adopted SFAS 142 effective and was no longer amortizing goodwill upon adoption, thereby eliminating annual goodwill amortization of approximately $376,000. Upon adoption of SFAS 142 on January 1, 2002, the Company performed a goodwill impairment test and concluded that there was no indication of impairment and recorded no impairment at January 1, 2002.
6
In the second quarter of 2002, the Company experienced significant changed circumstances resulting from the Companys stock price decreasing during the quarter, which reduced the Companys fair value. These circumstances indicated that the Companys goodwill might not be recoverable. As a result, the Company performed a goodwill impairment test in accordance with SFAS 142. The results of the impairment test indicated that the full amount of the Companys goodwill of $3.0 million was not recoverable and was written off. The impairment charge in the second quarter of 2002 compared with the quarterly goodwill amortization of $94,000 during 2001 under SFAS 121.
The proforma effects of the adoption of SFAS 142 on net income and earnings per share for the Company for the three and six months ended June 30, 2001 is as follows (in thousands):
| Three Months Ended | Six Months Ended | |||||||
| June 29, 2002 | June 29, 2002 | |||||||
| Net (loss) as reported | $ | (6,305 | ) | $ | (11,333 | ) | ||
| Add back: Goodwill amortization expense | 94 | 188 | ||||||
| Adjusted net (loss) | $ | (6,211 | ) | $ | (11,145 | ) | ||
| Basic and diluted (loss) per share, as reported | $ | (0.26 | ) | $ | (0.49 | ) | ||
| Add back: Goodwill amortization expense | | 0.01 | ||||||
| Proforma basic loss per share | $ | (0.26 | ) | $ | (0.48 | ) | ||
4. Long-term Debt
On April 16, 2002, the outstanding bank line of credit balance of $6.9 million was paid down to zero using proceeds from the private placement of Company common stock (see Note 8). The line of credit has a borrowing limit of $10.0 million with a borrowing base of 80% of the Companys accounts receivable. Funds advanced under the line bear interest at the banks base rate minus 0.5%, are due June 1, 2003 and are collateralized by substantially all our assets. For the quarter ended June 29, 2002, the Company was not in compliance with the net income, quick ratio and current ratio covenants on its bank line of credit and has obtained a waiver from the lender as of June 29, 2002, as well as an amendment to the net income requirements for the third and fourth quarter of 2002 and the quick ratio and current ratio requirements through June 1, 2003.
5. Net Income (Loss) Per Share
Net income (loss) per share-basic is based upon the weighted average number of common shares outstanding. Net income (loss) per share assuming dilution is based upon the weighted average number of common and common equivalent shares outstanding assuming dilution. Common equivalent shares, consisting of outstanding stock options, are included in the per share calculations where the effect of their inclusion would be dilutive.
A reconciliation of basic weighted average common shares with weighted average shares assuming dilution is as follows (in thousands):
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 29, | June 30, | June 29, | June 30, | |||||||||||||
| 2002 | 2001 | 2002 | 2001 | |||||||||||||
Weighted average shares basic |
27,930 | 23,983 | 26,402 | 23,248 | ||||||||||||
Net effect of dilutive potential common shares outstanding
based on the Treasury stock method using the average
market price |
| | | | ||||||||||||
Weighted average common shares assuming dilution |
27,930 | 23,983 | 26,402 | |||||||||||||