UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JANUARY 31, 1996
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file Number 0-5958
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SURVIVAL TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 52-0898764
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2275 RESEARCH BLVD., ROCKVILLE, MD 20850
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(301) 926-1800
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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 [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AS OF FEBRUARY 29, 1996
- ---------------------------- ------------------------------------
Common Stock, $.10 par value 3,088,200 Shares
2
SURVIVAL TECHNOLOGY, INC.
FORM 10-Q
FOR THE QUARTER ENDED JANUARY 31, 1996
PAGE NO.
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PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements (Unaudited)
Consolidated Condensed Balance Sheets as of
January 31, 1996 and July 31, 1995 ............. 3
Consolidated Condensed Statements of Income for
the Three-Month and Six-Month Periods Ended
January 31, 1996 and 1995....................... 4
Consolidated Condensed Statements of Cash Flows
for the Six-Months Ended January 31, 1996
and 1995......................................... 5
Notes to Consolidated Condensed Financial
Statements ..................................... 6
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............. 7
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of
Security Holders .................................. 10
ITEM 6. Exhibits and Reports on Form 8-K .................. 10
SIGNATURES ................................................. 11
3
SURVIVAL TECHNOLOGY, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
January 31, July 31,
1996 1995
(UNAUDITED) (AUDITED)
----------- -----------
ASSETS
CURRENT ASSETS
Cash $ 32,800 $ 503,600
Receivables 6,734,500 5,852,700
Inventories 4,677,100 3,829,800
Prepaid expenses and other assets 476,400 336,100
Deferred income taxes 1,030,900 1,030,900
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Total current assets 12,951,700 11,553,100
----------- -----------
FIXED ASSETS 25,209,600 24,581,300
Less accumulated depreciation 10,846,100 10,372,400
----------- -----------
14,363,500 14,208,900
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PATENTS AND LICENSES AT COST LESS
AMORTIZATION OF $596,200 AND $517,200 1,872,400 1,916,800
OTHER NONCURRENT ASSETS 34,900 36,300
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$29,222,500 $27,715,100
----------- -----------
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable to bank $ 2,957,500 $ 3,917,000
Note payable to Syntex 800,000 800,000
Current portion of long-term debt 421,500 492,600
Accounts payable 2,529,200 1,016,800
Restructuring reserve 492,800 450,000
Other liabilities and accrued expenses 1,626,100 1,208,400
----------- -----------
Total current liabilities 8,827,100 7,884,800
NOTE PAYABLE TO SYNTEX 188,400 588,400
OTHER LONG-TERM DEBT 1,128,200 897,200
DEFERRED REVENUE 375,000 250,000
OTHER NONCURRENT LIABILITIES 561,600 489,200
DEFERRED INCOME TAXES 1,455,000 1,455,000
----------- -----------
Total liabilities 12,535,300 11,564,600
----------- -----------
SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
10,000,000 shares authorized;
3,087,000 and 3,085,400 shares
issued and outstanding 308,700 308,500
Paid-in capital in excess of par value 5,083,500 5,072,700
Retained earnings 11,295,000 10,769,300
----------- -----------
Total shareholders' equity 16,687,200 16,150,500
----------- -----------
$29,222,500 $27,715,100
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----------- -----------
See accompanying notes to consolidated condensed financial statements.
4
SURVIVAL TECHNOLOGY, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
January 31, January 31,
------------------------ ------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
Net sales $ 8,569,400 $ 6,444,700 $13,864,300 $11,412,100
Cost of sales 6,187,100 4,670,800 9,701,700 7,887,000
----------- ----------- ----------- -----------
Gross profit 2,382,300 1,773,900 4,162,600 3,525,100
----------- ----------- ----------- -----------
Selling, general & administrative expense 971,700 1,100,400 1,775,900 2,102,400
Research & development expense 189,200 250,600 360,900 543,300
Restructuring charge 94,000
Depreciation and amortization expense 468,800 344,700 890,000 727,300
----------- ----------- ----------- -----------
1,629,700 1,695,700 3,120,800 3,373,000
----------- ----------- ----------- -----------
Operating income 752,600 78,200 1,041,800 152,100
----------- ----------- ----------- -----------
Other expense:
Interest expense (126,900) (87,700) (247,500) (153,000)
Other (expense) income (12,300) 46,900 53,900 78,600
----------- ----------- ----------- -----------
(139,200) (40,800) (193,600) (74,400)
----------- ----------- ----------- -----------
Income before income taxes 613,400 37,400 848,200 77,700
Provision for income taxes 232,000 13,400 322,300 28,700
----------- ----------- ----------- -----------
Net income $ 381,400 $ 24,000 $ 525,900 $ 49,000
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Per common share:
Net income $ .12 $ .01 $ .17 $ .02
----- ----- ----- -----
----- ----- ----- -----
Average number of common shares outstanding 3,111,300 3,100,700 3,110,200 3,100,100
----------- ----------- ----------- -----------
See accompanying notes to consolidated condensed financial statements.
5
SURVIVAL TECHNOLOGY, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
January 31,
------------------------------
1996 1995
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 525,900 $ 49,000
Adjustments to reconcile net income to net cash provided by (used for) operating
activities
Depreciation and amortization 890,000 727,300
Loss on fixed asset disposals 800
Deferred lease incentives (15,100) (15,100)
Increase in receivables (881,800) (910,700)
Increase in inventories (847,300) (1,325,400)
Increase in prepaid expenses and other assets (140,300) (69,700)
Increase in accounts payable 1,512,400 788,300
Increase in restructuring reserve 42,800
Increase (decrease) in other liabilities and accrued expenses 417,700 (189,000)
-------------- --------------
Net cash provided by (used for) operating activities 1,505,100 (945,300)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets (992,800) (1,880,400)
Purchases of patents and licenses (34,500) (154,600)
(Increase) decrease in other noncurrent assets (10,100) 41,600
Increase (decrease) in other noncurrent liabilities 400
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Net cash provided by (used for) investing activities (1,037,400) (1,993,000)
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CASH FLOWS FROM FINANCING ACTIVITIES:
(Payment) proceeds on note payable to bank (959,500) 3,388,000
Payment on note payable to Syntex (400,000) (400,000)
Proceeds (payment) on long-term debt 159,900 (60,800)
Increase in deferred revenue 125,000
Increase in other noncurrent liabilities 87,500
Proceeds from fixed asset dispositions 37,600
Proceeds from issuance of common stock 11,000
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Net cash provided by (used for) financing activities (938,500) 2,927,200
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NET DECREASE IN CASH $ (470,800) $ (11,100)
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-------------- --------------
Cash at beginning of period $ 503,600 $ 65,000
Cash at end of period 32,800 53,900
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NET DECREASE IN CASH $ (470,800) $ (11,100)
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See accompanying notes to consolidated condensed financial statements.
6
SURVIVAL TECHNOLOGY, INC.
FORM 10-Q
FOR THE QUARTER ENDED JANUARY 31, 1996
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's
financial position as of January 31, 1996 and July 31, 1995, the results of
its operations for the three-month and six-month periods ended January 31,
1996 and 1995, and its cash flows for the six-month periods ended January
31, 1996 and 1995. The results of operations for the three-month and
six-month periods ended January 31, 1996 are not necessarily indicative of
the results that may be expected for the fiscal year ending July 31, 1996.
B. The significant accounting principles and practices followed by the Company
are set forth in Note 1 of the Notes to Consolidated Financial Statements
in the Survival Technology, Inc. Annual Report on Form 10-K for the year
ended July 31, 1995.
C. Inventories consisted of the following:
January 31, July 31,
1996 1995
----------- -----------
Components and subassemblies $ 2,592,500 $ 2,780,200
Material, labor and overhead
costs in process 1,460,900 605,100
Finished goods 821,800 674,800
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4,875,200 4,060,100
Inventory reserve (198,100) (230,300)
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Total $ 4,677,100 $ 3,829,800
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----------- -----------
D. During the fourth quarter of fiscal 1995, the Company's Board of Director's
approved a restructuring plan to explore various alternatives relating to
occupancy cost reductions at the corporate headquarters in Rockville, MD
which resulted in a $450,000 charge against earnings. The Company is
currently exploring options related to reducing occupancy costs at its
corporate office facility in Rockville, Maryland.
As part of this plan, the Company initiated certain organizational
changes during the first quarter of fiscal 1996 resulting in additional
charges of $94,000 related to employee severance payments in fiscal 1996.
The following table sets forth the Company's restructuring reserve as of
January 31, 1996:
RESTRUCTURING RESERVE
Relocation of facilities $ 450,000
Employee severance accrual 94,000
Cash payments for severance (51,200)
----------
$ 492,800
----------
----------
E. STI entered into a loan agreement with the CIT Group/Equipment Financing,
Inc. ("CIT") in May 1995. This arrangement consists of a series of
loans for the acquisition of production molds, high speed component
preparation and filling equipment and facility renovations not to
exceed a maximum aggregate of $3 million. During the current quarter,
STI received proceeds ($445,300) from CIT for a second loan within the
series of loans. Loan proceeds to date totalled $1.5 million of which
$1.3 million was outstanding at January 31, 1996, at interest rates of
9.2% and 7.9%.
7
SURVIVAL TECHNOLOGY, INC.
FORM 10-Q
FOR THE QUARTER ENDED JANUARY 31, 1996
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
THE QUARTER AND SIX MONTHS IN REVIEW
The Company reported net income of $381,400 ($.12 per share) on sales of $8.6
million for the second quarter of fiscal 1996 compared with net income of
$24,000 ($.01 per share) on sales of $6.5 million in the same period of fiscal
1995. Net income for the six months ended January 31, 1996 totalled $525,900
($.17 per share) on sales of $13.9 million compared with net income of $49,000
($.02 per share) on sales of $11.4 million during the six-month period ended
January 31, 1995. Revenues increased $2.1 million (33%) during the current
quarter and $2.5 million (22%) during the first six months of fiscal 1996 on the
strength of higher U.S. military product and EpiPen-Registered Trademark- auto-
injector sales.
Military product sales increased $2.2 million (63%) to $5.7 million in the
second quarter and $2.8 million (57%) to $7.8 million in the first half of
fiscal 1996 when compared with the corresponding prior year periods. These
increases were due to shipments of military auto-injectors during the current
quarter coupled with additional services provided as part of the Industrial Base
Maintenance Contract with the U.S. Department of Defense ("DoD"). Revenues
under this DoD contract more than doubled to $5.6 million for the quarter and
$7.5 million for the six months ended January 31, 1996 when compared with the
same periods last year. Product deliveries included the Diazepam auto-injector
which was approved by the U.S. Food and Drug Administration ("FDA") in December
1995. Revenues for this new injector were $650,800 in the current quarter with
third and fourth quarter deliveries expected to generate over $2 million in
additional sales. Additional services provided to the DoD included the pre-
stocking of critical components at STI's St. Louis manufacturing facility to
enhance readiness and mobilization capability. STI's intensified efforts to
expand sales of its military products into international markets has resulted in
orders from new customers that are expected to generate approximately $1 million
in sales over the second half of fiscal 1996.
Commercial products and services generated revenues of $2.8 million and
$6 million for the quarter and six months ended January 31, 1996. This
represents decreases of $97,300 (3%) in the current quarter and $420,500 (7%) in
the first six months of fiscal 1996 when compared with the same periods in
fiscal 1995. Lower commercial revenues for the first half of fiscal 1996 were
primarily due to the anticipated absence in CytoGuard-Registered Trademark-
sales of $787,500 coupled with lower sales ($430,800) from other contract
manufacturing activities. These sales declines were partially offset by a
$727,700 (18%) increase in revenues from STI's EpiPen auto-injector sales to
$4.7 million for the six months ended January 31, 1996. The EpiPen contains
epinephrine and is indicated for self-injection by persons who are at risk for
severe allergic reactions to bee stings, insect bites, and ingestion of certain
foods. The sales increase is primarily attributable to expanded promotional
efforts over the last several years by Center Laboratories, Inc. ("Center"),
STI's exclusive distributor of the EpiPen. The Company anticipates EpiPen sales
to continue improving over prior year levels with Center's continuing expansion
of marketing efforts in the U.S. and international markets coupled with the
launch of STI's second new product, the Epi E-Z Pen-TM-, during the third
quarter of fiscal 1996.
The Company continues to work with a number of pharmaceutical and biotechnology
companies to formulate their drugs for use in STI's proprietary drug delivery
systems. STI entered into two new development contracts this year which have
generated revenues of $436,200 during the current quarter and are primarily
responsible for the 31% increase in R&D revenues when compared to the same
quarter last year. R&D sales for the first six months of fiscal 1996 was $1.2
million which represents an increase of $102,400 (10%) over the same prior year
period. The Company expects to complete both contracts during fiscal 1996 with
revenue aggregating $1 million. Upon the successful
8
SURVIVAL TECHNOLOGY, INC.
FORM 10-Q
FOR THE QUARTER ENDED JANUARY 31, 1996
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
completion of these development activities, the Company anticipates signing
follow-on development and supply agreements for these products as early as
fiscal 1997.
Gross margins remained relatively constant at 28% for the quarter and 30% for
the six months ended January 31, 1996 compared to 28% for the quarter and 31%
for the six months ended January 31, 1995. The Company is working to improve
gross margins through new product introductions along with the completion of
several manufacturing cost reduction programs currently in progress.
Selling, general and administrative expenses decreased $128,700 (12%) in the
current quarter and $326,500 (16%) in the first half of fiscal 1996 when
compared with the same prior year periods. This resulted from the absence of
certain administrative costs related to organizational changes and lower bad
debt expense. The Company's previously reported restructuring plan (discussed
below) is expected to further reduce administrative costs in the future.
Research and development expenditures decreased $61,400 (25%) and $182,400 (34%)
in the second quarter and first half of fiscal 1996 when compared with the same
periods in fiscal 1995. This was due to the timing of expenditures related to
certain projects which may be deferred beyond the current year and would result
in lower R&D expenses in fiscal 1996 when compared to fiscal 1995.
Depreciation and amortization increased $124,100 (36%) and $162,700 (22%) for
the quarter and six months ended January 31, 1996 when compared with the same
periods in fiscal 1995. As previously reported, these increases were
anticipated due to significant levels of capital expenditures made over the last
two fiscal years to automate manufacturing processes to increase efficiency and
enhance capacity.
As part of the restructuring plan adopted in the fourth quarter of fiscal 1995,
the Company initiated certain organizational changes during the first quarter of
fiscal 1996 resulting in additional charges of $94,000 related to employee
severance payments in fiscal 1996. See Note D in Notes to Consolidated
Condensed Financial Statements. The Company is continuing to explore options
related to reducing occupancy costs at its corporate office facility in
Rockville, Maryland.
Other expense increased $98,400 in the second quarter and $119,200 for the first
six months of fiscal 1996 when compared with the same periods in fiscal 1995.
These increases were primarily the result of higher interest expense due to
higher levels of bank borrowings necessary to fund inventory purchases in
support of higher sales levels and to fund continuing capital investment
programs.
LIQUIDITY AND CAPITAL RESOURCES
The Company has a $5 million line of credit agreement ("Agreement") with Merrill
Lynch Business Financial Services Inc. ("MLBFS") through September 1996.
Outstanding borrowings under the Agreement totalled $3 million at January 31,
1996. The Agreement places a $5 million limit on capital expenditures in any
one fiscal year which have aggregated $1 million for the six months ended
January 31, 1996. The Company relies on its line of credit facility to satisfy
its working capital and capital expenditure requirements.
The Company has a Loan Agreement pursuant to which Syntex Laboratories, Inc.
agreed to lend STI $5.4 million to finance working capital requirements and
capital expenditures designed to increase the production capacity of the
Company's Cartrix syringe system. The outstanding loan balance bears interest
at the same rate of interest the Company pays on its current commercial line of
credit facility. Principal payments continued for the calendar quarter
9
SURVIVAL TECHNOLOGY, INC.
FORM 10-Q
FOR THE QUARTER ENDED JANUARY 31, 1996
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations (continued)
ended December 31, 1995 at the minimum of $200,000 per quarter ($400,000)
through the first six months of fiscal 1996) reducing the outstanding loan
balance to less than $1 million ($988,400) at January 31, 1996. The loan is
subject to acceleration upon the occurrence of certain events.
To assist the Company's previously reported capital investment program, STI
entered into a loan agreement with the CIT Group/Equipment Financing, Inc.
("CIT") in May 1995. This arrangement consists of a series of loans for the
acquisition of production molds, high speed component preparation and filling
equipment and facility renovations not to exceed a maximum aggregate of
$3 million. During the current quarter, STI received proceeds ($445,300) from
CIT for a second loan under this credit facility. Loan proceeds to date totalled
$1.5 million of which $1.3 million was outstanding at January 31, 1996, at
interest rates of 9.2% and 7.9%.
BALANCE SHEET REVIEW
Working capital increased $456,300 (12%) to $4,124,600 at January 31, 1996 from
$3,668,300 at July 31, 1995. The primary factor contributing to this favorable
change in working capital was an $881,800 (15%) increase in receivables due to
higher sales during the current quarter. Inventory levels increased $847,300
(22%) in support of higher sales levels anticipated for the third and early
fourth quarters of the current fiscal year which will include new product
introductions for the Epi E-Z Pen and the Diazepam auto-injectors. Prepaid
expenses and other current assets increased $140,300 (42%) primarily resulting
from the prepayment to the FDA for annual user fees. The deferred income tax
asset remained constant at $1,030,900.
Note payable to bank decreased $959,500 (24%) and note payable to Syntex
decreased $400,000 (29%). Proceeds from operations during the first six months
enabled the Company to reduce short-term borrowing levels. Scheduled quarterly
payments were made to Syntex as discussed above under "Liquidity and Capital
Resources". Other long-term debt, including the current portion, increased
$159,900 (10%). This resulted from additional borrowings under the CIT loan
agreement which was partially offset by payments STI made on current outstanding
CIT loans (see "Liquidity and Capital Resources") and its capital lease
obligations. Accounts payable increased $1.5 million (150%) in conjunction with
higher inventory purchases discussed above which included the acquisition of
components for the DoD pre-stocking program. Other liabilities and accrued
expenses increased $417,700 (35%) due in part to an accrual for income taxes
payable while the restructuring reserve increased $42,800 (10%), net of employee
severance payments associated with the previously discussed organizational
changes. Deferred revenue increased $125,000 (50%) due to proceeds ($375,000)
from Center partially offset by recognition of the remaining revenue ($250,000)
of a development contract closed-out during the first quarter. The Company
received an advance from Center in the amount of $375,000 to assist in the
capital investment program associated with the Epi E-Z Pen. This will be paid
back to Center through credits on future product deliveries commencing in
September 1996.
Capital expenditures totalled $992,800 during the first half of fiscal 1996
which consisted primarily of improvements designed to automate and validate
current production processes at the Company's St. Louis manufacturing facility.
The timing of capital expenditures to keep pace with prior year levels is
contingent on the Company's ability to identify outside sources of capital.
Shareholder's equity increased $536,700 (3%) on the strength of net income for
the six months ended January 31, 1996.
10
SURVIVAL TECHNOLOGY, INC.
FORM 10-Q
FOR THE QUARTER ENDED JANUARY 31, 1996
PART II - OTHER INFORMATION
ITEM 4. Submission of matters to a vote of Security Holders.
On January 11, 1996 at STI's Annual Meeting of Shareholders, the shareholders
voted 2,871,046 (93%) electing a board of five directors named in the
Company's proxy statement dated December 12, 1995 who will serve until the
next annual meeting of shareholders and ratified Price Waterhouse LLP as
independent auditors of the Company for the current fiscal year. The
following is a breakdown of how the shares were voted:
Votes For Withheld
--------- --------
Dresner 2,863,086 7,960
Herzstein 2,863,096 7,950
Miller 2,863,096 7,950
Spero 2,863,106 7,940
Way 2,863,106 7,940
Votes For Against Abstain
--------- ------- -------
Price Waterhouse LLP 2,869,417 660 969
ITEM 6. Exhibits and Reports on Form 8-K:
b. Reports on Form 8-K:
There are no reports on Form 8-K filed by the Registrant during the
three months ended January 31, 1996.
11
SURVIVAL TECHNOLOGY, INC.
FORM 10-Q
FOR THE QUARTER ENDED JANUARY 31, 1996
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934,
the registrant has duly cause this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SURVIVAL TECHNOLOGY, INC.
Registrant
March 18, 1996 By: /S/James H. Miller
- -------------- -------------------------
Date James H. Miller
President and
Chief Executive Officer
(Principal Executive
Officer)
March 18, 1996 By: /S/Jeffrey W. Church
- -------------- -------------------------
Date Jeffrey W. Church
Sr. Vice President-Finance
and Chief Financial Officer
(Principal Financial and
Accounting Officer)