SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Quarterly Report Under Section 13 and 15(d) of the Securities Exchange Act of 1934 For the quarter ended March 31, 1998 Commission file number 1-10184 ABATIX ENVIRONMENTAL CORP. (Exact name of registrant as specified in its charter) Delaware 75-1908110 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification number) 8311 Eastpoint Drive, Suite 400 Dallas, Texas 75227 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 381-1146 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 twelve 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 Common stock outstanding at April 30, 1998 was 1,937,564 shares. ABATIX ENVIRONMENTAL CORP. AND SUBSIDIARY Consolidated Balance Sheets March 31, 1998 (Unaudited) December 31, 1997 ----------------- ----------------- Assets Current assets: Cash $ 188,019 $ 304,947 Trade accounts receivable net of allowance for doubtful accounts of $477,190 in 1998 and $495,092 in 1997 5,245,554 4,768,279 Inventories 3,869,166 3,538,355 Prepaid expenses and other assets 206,705 249,426 Deferred income taxes 142,586 142,466 ----------------- ----------------- Total current assets 9,652,030 9,003,473 Receivables from officers and employees 74,178 73,729 Property and equipment, net 584,876 632,120 Deferred income taxes 125,759 115,531 Other assets 30,596 29,396 ----------------- ----------------- $ 10,467,439 $ 9,854,249 ================= ================= Liabilities and Stockholders' Equity Current liabilities: Notes payable to bank $ 2,327,606 $ 3,010,733 Accounts payable 2,226,437 1,230,107 Accrued compensation 174,915 107,272 Other accrued expenses 373,339 328,460 ----------------- ----------------- Total current liabilities 5,102,297 4,676,572 ----------------- ----------------- Stockholders' equity: Preferred stock - $1 par value, 500,000 shares authorized; none issued - - Common stock - $.001 par value, 5,000,000 shares authorized; issued 2,413,814 shares in 1998 and 1997 2,414 2,414 Additional paid-in capital 2,498,508 2,498,508 Retained earnings 4,272,357 4,084,892 Treasury stock at cost, 476,250 common shares in 1998 and 1997 (1,408,137) (1,408,137) ----------------- ----------------- Total stockholders' equity 5,365,142 5,177,677 Commitments and contingencies ----------------- ----------------- $ 10,467,439 $ 9,854,249 ================= ================= See accompanying notes to consolidated financial statements. ABATIX ENVIRONMENTAL CORP. AND SUBSIDIARY Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, ------------------------------------- 1998 1997 ----------------- ----------------- Net sales $ 8,674,755 $ 8,469,872 Cost of sales 6,264,687 6,155,014 ----------------- ----------------- Gross profit 2,410,068 2,314,858 Selling, general and administrative expenses 2,038,195 2,017,560 ----------------- ----------------- Operating profit 371,873 297,298 Other income (expense): Interest expense (54,489) (98,806) Other, net 4,748 (5,073) ----------------- ----------------- Earnings before income taxes 322,132 193,419 Income tax expense 134,667 77,585 ----------------- ----------------- Net earnings $ 187,465 $ 115,834 ================= ================= Basic earnings per common share $ .10 $ .06 ================= ================= Diluted earnings per common share $ .10 $ .06 ================= ================= Weighted average shares outstanding (note 3): Basic 1,937,564 1,986,508 ================= ================= Diluted 1,937,564 1,991,255 ================= ================= See accompanying notes to consolidated financial statements. ABATIX ENVIRONMENTAL CORP. AND SUBSIDIARY Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, ------------------------------------- 1998 1997 ----------------- ----------------- Cash flows from operating activities: Net earnings $ 187,465 $ 115,834 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization 92,086 93,901 Deferred income taxes (10,348) (11,154) Changes in assets and liabilities: Receivables (477,275) (784,894) Inventories (330,811) (728,646) Prepaid expenses and other assets 42,721 (24,200) Accounts payable 996,330 794,083 Accrued expenses 112,522 140,033 ----------------- ----------------- Net cash provided by (used in) operating activities 612,690 (405,043) ----------------- ----------------- Cash flows from investing activities: Purchase of property and equipment (44,842) (91,003) Proceeds from sale of property and equipment - 382 Advances to officers and employees (10,578) (6,690) Collection of advances to officers and employees 10,129 7,348 Other assets, primarily deposits (1,200) 5,212 ----------------- ----------------- Net cash used in investing activities (46,491) (84,751) ----------------- ----------------- Cash flows from financing activities: Purchase of treasury stock - (70,640) Borrowings on notes payable to bank 7,917,350 8,043,164 Repayments on notes payable to bank (8,600,477) (7,769,681) ----------------- ----------------- Net cash (used in) provided by financing activities (683,127) 202,843 ----------------- ----------------- Net decrease in cash (116,928) (286,951) Cash at beginning of period 304,947 310,288 ----------------- ----------------- Cash at end of period $ 188,019 $ 23,337 ================= ================= Supplemental disclosure information Cash paid during the period for: Interest $ 58,460 $ 90,435 Income taxes $ 67,121 $ 9,635 See accompanying notes to consolidated financial statements. ABATIX ENVIRONMENTAL CORP. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (1) BASIS OF PRESENTATION, GENERAL AND BUSINESS Abatix Environmental Corp. ("Abatix") and its wholly owned subsidiary, International Enviroguard Systems, Inc. ("IESI"), collectively, the "Company," market and distribute personal protection and safety equipment and durable and nondurable supplies predominantly, based on revenues, to the asbestos abatement industry. The Company also supplies these products to the industrial safety and hazardous materials industries and, combined with tools and tool supplies, to the construction industry. As of March 31, 1998, the Company operated eight distribution centers in six states. The Company, through IESI, imports disposable protective clothing products, some of which are sold through the Abatix distribution channels. The accompanying consolidated financial statements are prepared in accordance with the instructions to Form 10-Q, are unaudited and do not include all the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year. Certain amounts have been reclassified for consistency in presentation. (2) MAJOR VENDORS, CUSTOMERS AND CREDIT RISK Although no vendor accounted for more than 6% of purchases in the periods ended March 31, 1998 and 1997, one product class accounted for approximately 18% of sales those periods. A major component of these products is petroleum. Increases in oil prices or shortages in supply could significantly impact sales and the Company's ability to supply its customers with certain products at a reasonable price. The Company's sales, substantially all of which are on an unsecured credit basis, are to various customers from its distribution centers in Texas, California, Arizona, Colorado, Washington and Nevada. The Company evaluates credit risks on an individual basis before extending credit to its customers and it believes the allowance for doubtful accounts adequately provides for loss on uncollectible accounts. (3) EARNINGS PER SHARE Basic earnings per share is calculated using the weighted average number of common shares outstanding during each period, while diluted earnings per share includes the effects of all dilutive securities. For the period ended March 31, 1998, there were no dilutive securities outstanding. The following table is a reconciliation of the weighted average shares used for basic and diluted earnings per share for the periods ended March 31, 1998 and 1997. 1998 1997 ------------ ------------ Weighted average shares outstanding - basic 1,937,564 1,986,508 Dilutive stock options and warrants - 4,747 ------------ ------------ Weighted average shares outstanding - diluted 1,937,564 1,991,255 ============ ============ ABATIX ENVIRONMENTAL CORP. AND SUBSIDIARY ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS THREE MONTH PERIOD ENDED MARCH 31, 1998 COMPARED TO THREE MONTH PERIOD ENDED MARCH 31, 1997. RESULTS OF OPERATIONS Net sales of $8,675,000 for the three months ended March 31, 1998, increased 2% or $205,000 over the same period in 1997 due to increased volume from an expanded customer base and higher pricing. Gross profit of 28% of sales for the three month period ended March 31, 1998, increased from 27% for the same period in 1997. Selling, general and administrative expenses of $2,038,000 for the three month period ended March 31, 1998, was substantially the same as in 1997. Selling, general and administrative expenses for the first quarter of 1998 and 1997 were 24% of sales. Interest expense of $54,000 decreased 45% from 1997 interest expense of $99,000 as higher collections since March 31, 1997 reduced borrowings under the Company's lines of credit. The Company's credit facilities are variable rate notes tied to the Company's lending institution's prime rate. Increases in the prime rate could negatively affect the Company's earnings. NET RESULTS Net earnings for the three months ended March 31, 1998 of $187,000 or $.10 per share increased $71,000 from net earnings of $116,000 or $.06 per share for the same period in 1997. The increase in net earnings is primarily due to higher sales volume and lower interest expense. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operations during the first three months of 1998 of $613,000 resulted principally from the increase in accounts payable and accrued expenses, the net earnings and the noncash charge for the depreciation and amortization, partially offset by the growth in accounts receivable and inventory. The growth in accounts payable, accrued expenses, accounts receivable and inventory is consistent with historical patterns during the first quarter. Cash requirements for non-operating activities during the first three months of 1998 resulted primarily from the working capital line of credit payments and the purchase of property and equipment amounting to $45,000. The property and equipment expenditures for 1998 have consisted primarily of computer equipment and a delivery vehicle. Cash flow from operations for the entire year of 1998 is expected to be positive. Positive cash flow from operations is expected for 1998 because the rate of revenue growth in 1998 is not expected to exceed the growth rate in 1997 by a level that would require significant net cash flows from operations. Capital expenditures for 1998 are projected to approximate 1997 expenditures of $286,000. The Company has no existing plans to expand geographically in 1998; however, the Company will continue to search for geographic locations that would complement the existing infrastructure. If another location were opened in the current year, the Company would fund the startup expenses through its lines of credit. The Company is reviewing its business for potential Year 2000 issues. Although the entire scope related to this issue is unknown at this time, the impact to the Company's financial statements for compliance with Year 2000 problems is not expected to be material. Anticipated cash requirements in 1998 for capital expenditures, including those related to the Year 2000 issue, if any, will be satisfied from operations and borrowings on the lines of credit, as required. The Company maintains a $5,500,000 working capital line of credit at a commercial lending institution that allows the Company to borrow up to 80 percent of the book value of eligible trade receivables plus the lessor of 40 percent of eligible inventory or $1,500,000. As of April 30, 1998, there are advances outstanding under this credit facility of $2,233,000. Based on the borrowing formula, the Company had the capacity to borrow an additional $3,267,000 as of April 30, 1998. The Company also maintains a $550,000 capital equipment credit facility providing for borrowings at 80 percent of cost on purchases. The advances outstanding under this credit facility as of April 30, 1998 were $434,000. Both credit facilities are payable on demand and bear a variable rate of interest computed at the prime rate plus one-quarter of one percent. Management believes, that based on its equity position, the Company's current credit facilities can be expanded during the next twelve months, if necessary, and that these facilities, together with cash provided by operations, will be sufficient for its capital and liquidity requirements for the next twelve months. Except for the historical information contained herein, the matters set forth in this Form 10-Q are forward looking and involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially are the following: federal funding of environmental related projects, general economic and commercial real estate conditions in the local markets, changes in interest rates, inability to pass on price increases to customers, unavailability of products, strong competition and loss of key personnel. In addition, many of the Company's products are petroleum based. Increases in oil prices or shortages in supply could significantly impact the Company's business and its ability to supply customers with certain products at a reasonable price. ABATIX ENVIRONMENTAL CORP. AND SUBSIDIARY PART II Other Information Item 1. Legal Proceedings -- No change since reported in the Company's Form 10-K for the year ended December 31, 1997. Item 2. Changes in Securities -- None Item 3. Defaults upon Senior Securities -- None Item 4. Submission of Matters to a Vote of Security Holders -- None Item 5. Other Information -- None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits -- Exhibit 27 - Financial Data Schedule for the three months ended March 31, 1998 (filed with the Company's electronic filing only). (b) Reports on Form 8-K -- There were no reports on Form 8-K filed for the three months ended March 31, 1998. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned as both a duly authorized officer and as the principal financial and accounting officer by the Registrant. ABATIX ENVIRONMENTAL CORP. (Registrant) Date: May 12, 1998 By: /s/ Frank J. Cinatl, IV ------------ ----------------------- Frank J. Cinatl, IV Vice President and Chief Financial Officer of Registrant (Principal Accounting Officer)