UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 June 30, 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 0-33045
SERACARE LIFE SCIENCES, INC.
(Exact name of Registrant as specified in its charter)
| California | 33-0056054 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 1935 Avenida del Oro, Suite F Oceanside, California |
92056 | |
| (Address of Principal Executive offices) | (Zip Code) |
Registrants Telephone Number: (760) 806-8922
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 x No ¨
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
As of July 31, 2003, 7,708,270 shares of the Registrants common stock, no par value, were outstanding.
SeraCare Life Sciences, Inc.
| Page Number | ||||
| PART I FINANCIAL INFORMATION |
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| ITEM 1. |
Balance Sheets - (unaudited) As of June 30, 2003 and September 30, 2002 |
3 | ||
| Statements of Income (unaudited) For the Three month and Nine month Periods Ended June 30, 2003 and 2002 |
4 | |||
| Statements of Cash Flows - (unaudited) For the Nine Month Periods Ended June 30, 2003 and 2002 |
5 | |||
| Notes to Financial Statements (unaudited) | 6 | |||
| ITEM 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 11 | ||
| ITEM 3. |
Quantitative and Qualitative Disclosures about Market Risk | 18 | ||
| ITEM 4. |
Controls and Procedures | 18 | ||
| PART II OTHER INFORMATION |
||||
| ITEM 1. |
Legal Proceedings | 19 | ||
| ITEM 2. |
Changes in Securities and Use of Proceeds | 19 | ||
| ITEM 3. |
Defaults Upon Senior Securities | 19 | ||
| ITEM 4. |
Submission of Matters to a Vote of Security Holders | 19 | ||
| ITEM 5. |
Other Information | 19 | ||
| ITEM 6. |
Exhibits and Reports on Form 8-K | 19 | ||
| 20 | ||||
2
Balance Sheets
(unaudited)
| June 30, 2003 |
September 30, 2002 | |||||
| ASSETS |
||||||
| Current Assets: |
||||||
| Cash and cash equivalents |
$ | 3,411,349 | $ | 4,817,755 | ||
| Accounts receivable, less allowance for doubtful accounts of $232,689 and $236,117, respectively |
7,163,707 | 2,167,480 | ||||
| Inventory |
9,376,128 | 8,314,341 | ||||
| Prepaid expenses and other current assets |
264,804 | 319,889 | ||||
| Total current assets |
20,215,988 | 15,619,465 | ||||
| Property and Equipment, net |
1,140,626 | 856,261 | ||||
| Goodwill |
3,514,233 | 3,514,233 | ||||
| Total Assets |
$ | 24,870,847 | $ | 19,989,959 | ||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||
| Current Liabilities: |
||||||
| Accounts payable |
$ | 1,886,974 | $ | 1,213,679 | ||
| Accounts payable to related parties (Note 7) |
3,069,988 | 744,058 | ||||
| Accrued expenses |
461,238 | 755,384 | ||||
| Total current liabilities |
5,418,200 | 2,713,121 | ||||
| Commitments and contingencies (Note 5) |
||||||
| Stockholders Equity: |
||||||
| Preferred stock, no par value, 25,000,000 shares authorized, no shares issued and outstanding |
| | ||||
| Common stock, no par value, 25,000,000 shares authorized, 7,539,795 and 7,374,078 shares issued and outstanding as of June 30, 2003 and September 30, 2002, respectively |
1,204,408 | 1,168,406 | ||||
| Additional paid-in capital |
13,571,001 | 13,571,001 | ||||
| Retained earnings |
4,677,238 | 2,537,431 | ||||
| Total stockholders equity |
19,452,647 | 17,276,838 | ||||
| Total Liabilities and Stockholders Equity |
$ | 24,870,847 | $ | 19,989,959 | ||
See accompanying notes to financial statements.
3
Statements of Income
(Unaudited)
| For the Three Months Ended June 30, |
For the Nine Months Ended June 30, | |||||||||||
| 2003 |
2002 |
2003 |
2002 | |||||||||
| Net Sales |
$ | 6,414,701 | $ | 6,108,423 | $ | 18,297,935 | $ | 19,819,994 | ||||
| Cost of sales |
4,558,141 | 4,295,587 | 12,899,909 | 13,914,146 | ||||||||
| Gross profit |
1,856,560 | 1,812,836 | 5,398,026 | 5,905,848 | ||||||||
| Selling, general and administrative expenses |
1,166,877 | 1,020,617 | 3,055,069 | 3,270,241 | ||||||||
| Income from operations |
689,683 | 792,219 | 2,342,957 | 2,635,607 | ||||||||
| Other income |
6,843 | 149,318 | 29,334 | 157,322 | ||||||||
| Income before income tax expense |
696,526 | 941,537 | 2,372,291 | 2,792,929 | ||||||||
| Income tax expense (Note 4) |
68,259 | 6,550 | 232,484 | 19,550 | ||||||||
| Net income |
$ | 628,267 | $ | 934,987 | $ | 2,139,807 | $ | 2,773,379 | ||||
| Earnings per common share (Note 3): |
||||||||||||
| Basic |
$ | 0.08 | $ | 0.13 | $ | 0.29 | $ | 0.38 | ||||
| Diluted |
$ | 0.08 | $ | 0.11 | $ | 0.26 | $ | 0.33 | ||||
| Weighted average shares (Note 3): |
||||||||||||
| Basic |
7,533,856 | 7,374,078 | 7,452,114 | 7,374,078 | ||||||||
| Diluted |
8,161,421 | 8,411,579 | 8,274,122 | 8,295,075 | ||||||||
See accompanying notes to financial statements.
4
Statements of Cash Flow
(unaudited)
| For the Nine Months Ended June 30, |
||||||||
| 2003 |
2002 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 2,139,807 | $ | 2,773,379 | ||||
| Adjustments to reconcile net income to cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
102,607 | 43,827 | ||||||
| Compensation expense |
| 73,730 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable, net |
(4,996,227 | ) | (846,624 | ) | ||||
| Inventory |
(1,061,787 | ) | (726,785 | ) | ||||
| Prepaid expenses and other current assets |
55,085 | 123,464 | ||||||
| Accounts payable |
673,295 | (319,891 | ) | |||||
| Accounts payable to related parties |
2,148,248 | 878,602 | ||||||
| Accrued expenses |
(294,146 | ) | 963,247 | |||||
| Net cash (used) provided by operating activities |
(1,233,118 | ) | 2,962,949 | |||||
| Cash flows from investing activitiespurchases of property and equipment |
(209,290 | ) | (283,852 | ) | ||||
| Cash flows from financing activitiesProceeds from common stock issuances related to stock option exercises |
36,002 | | ||||||
| Net (decrease) increase in cash and cash equivalents |
(1,406,406 | ) | 2,679,097 | |||||
| Cash and cash equivalents, beginning of period |
4,817,755 | 2,205,906 | ||||||
| Cash and cash equivalents, end of period |
$ | 3,411,349 | $ | 4,885,003 | ||||
| Supplemental disclosure of noncash investing and financing activitiesproperty and equipment purchases in accounts payable to related parties |
$ | 177,682 | $ | | ||||
See accompanying notes to financial statements.
5
Notes to Financial Statements
(Unaudited)
1. Basis of Presentation
The information contained herein has been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. The information as of June 30, 2003 and for the three and nine month periods ended June 30, 2003 and 2002 is unaudited. In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting only of normal and recurring accruals) necessary to present fairly the financial position of SeraCare Life Sciences, Inc. (the Company or we) as of June 30, 2003 and the results of its operations for the three and nine month periods ended June 30, 2003 and 2002, and cash flows for the nine month periods ended June 30, 2003 and 2002. These results have been determined on the basis of accounting principles generally accepted in the United States of America and applied consistently with those used in the preparation of the audited financial statements for the fiscal year ended September 30, 2002 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission.
The results of operations for the three and nine month periods ended June 30, 2003 are not necessarily indicative of the results to be expected for any other period or for the entire current fiscal year.
Certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with the applicable rules to Form 10-Q. The accompanying financial statements should be read in conjunction with our audited financial statements and notes thereto for the fiscal year ended September 30, 2002.
Certain amounts in the prior period financial statements have been reclassified to conform with current period classifications.
2. Stock-Based Compensation
In December 2002, the Financial Accounting Standards Board (FASB) issued Statement of Financial accounting Standards (SFAS) No. 148, Accounting for Stock-Based CompensationTransition and Disclosure, an amendment of FASB Statement No. 123. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, by providing alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002 and the interim disclosure provisions are effective for interim periods beginning after December 15, 2002. The Company has only adopted the disclosure provision of SFAS No. 148.
At June 30, 2003, the Companys stock-based employee and director incentive compensation plan is accounted for under the recognition and measurement principles of APB No. 25, Accounting for Stock Issued to Employees and related interpretations. No stock-based employee and director compensation is reflected in net income, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee and director compensation.
| Three Months Ended June 30, |
Nine Months Ended June 30, |
|||||||||||||||
| 2003 |
2002 |
2003 |
2002 |
|||||||||||||
| Net income, as reported |
$ | 628,267 | $ | 934,987 | $ | 2,139,807 | $ | 2,773,379 | ||||||||
| Deduct: Total stock-based employee and director compensation expense determined under fair value based method for all awards, net of related tax effects |
(9,513 | ) | (4,538 | ) | (182,480 | ) | (13,614 | ) | ||||||||
6
| Pro forma net income |
$ | 618,754 | $ | 930,449 | $ | 1,957,327 | $ | 2,759,765 | ||||
| Earnings per share: |
||||||||||||
| Basic-as reported |
$ | 0.08 | $ | 0.13 | $ | 0.29 | $ | 0.38 | ||||
| Basic-pro forma |
$ | 0.08 | $ | 0.13 | $ | 0.26 | $ | 0.37 | ||||
| Diluted-as reported |
$ | 0.08 | $ | 0.11 | $ | 0.26 | $ | 0.33 | ||||
| Diluted-pro forma |
$ | 0.08 | $ | 0.11 | $ | 0.24 | $ | 0.33 | ||||
3. Earnings Per Share
Basic net income per common share is computed based on the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed based on the weighted average number of common shares outstanding during the period increased by the effect of dilutive stock options and warrants, using the treasury stock method. The computations for basic and diluted earnings per share are as follows:
| Net Income (Numerator) |
Shares (Denominator) |
Earnings Per Share | ||||||
| Three Months Ended June 30, 2003 |
||||||||
| Basic earnings per share: |
||||||||
| Net income |
$ | 628,267 | 7,533,856 | $ | 0.08 | |||
| Diluted earnings per share: |
||||||||
| Diluted stock options and warrants |
627,565 | |||||||
| Net income plus assumed conversions |
$ | 628,267 | 8,161,421 | $ | 0.08 | |||
| Potential dilutive securities not included above since they are antidilutive: |
||||||||
| Antidilutive stock options |
697,200 | |||||||