FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended FEBRUARY 29, 2000
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: 0-12395
ALCIDE CORPORATION
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DELAWARE 22-2445061
-------- ----------
State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization
8561 154TH AVENUE NORTH EAST, REDMOND WA 98052
- ---------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code ............ (425) 882-2555
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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 February 29, 2000: 2,519,543, net of Treasury Stock.
1
ALCIDE CORPORATION
INDEX
PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets - February 29, 2000
(Unaudited) and May 31, 1999....................................................3
Unaudited Consolidated Condensed Statements of Operations for
the three and nine months ended February 29, 2000 and
February 28, 1999...............................................................4
Consolidated Condensed Statements of Changes in Shareholders' Equity............5
Unaudited Consolidated Condensed Statements of Cash Flows for
the nine months ended February 29, 2000 and
February 28, 1999...............................................................6
Notes to Unaudited Consolidated Condensed Financial Statements..................7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations......................................................................9
Item 3. Legal Proceeding..................................................................11
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8 - K................................................12
SIGNATURE..................................................................................13
2
ALCIDE CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
FEBRUARY 29, MAY 31,
2000 1999
------------ ------------
(UNAUDITED)
ASSETS:
Current assets:
Cash and cash equivalents $ 3,167,432 $ 6,391,868
Accounts receivable - trade 1,988,465 2,259,917
Inventory 1,606,495 2,064,487
Deferred and prepaid income taxes 325,463 615,000
Prepaid expenses and other current assets 424,793 311,406
------------ ------------
Total current assets 7,512,648 11,642,678
------------ ------------
Equipment and leasehold improvements:
Sanova plant assets 6,269,156 2,496,503
Office equipment 233,197 172,857
Laboratory and manufacturing equipment 169,136 160,028
Leasehold improvements 73,483 70,520
Less: Accumulated depreciation and amortization (1,071,212) (407,817)
------------ ------------
Total equipment and leasehold improvements, net 5,673,760 2,492,091
Deferred income tax asset 882,273 862,298
Long term investments and other assets 606,586 622,920
------------ ------------
TOTAL ASSETS $ 14,675,267 $ 15,619,987
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 955,056 $ 797,934
Accrued expenses 366,893 412,150
------------ ------------
Total current liabilities 1,321,949 1,210,084
Long term payable to Novus 158,000 316,000
------------ ------------
TOTAL LIABILITIES 1,479,949 1,526,084
------------ ------------
Commitments and Contingencies:
Redeemable Class "B" Preferred Stock - noncumulative convertible
$.01 par value: authorized 10,000,000 shares; issued and
outstanding:
May 31, 1999 - 72,525
February 29, 2000 - 72,525 190,377 190,377
------------ ------------
Shareholders' equity:
Class "A" Preferred Stock - no par value: authorized 1,000
shares; issued and outstanding:
May 31, 1999 - 594
February 29, 2000 - 138 18,636 80,437
Common Stock $.01 par value: authorized 100,000,000 shares;
issued and outstanding:
May 31, 1999 - 2,888,968
February 29, 2000 - 2,903,968 29,039 28,889
Treasury stock at cost (7,254,248) (6,939,750)
Additional paid-in capital 19,831,475 19,702,230
Retained earnings 380,039 1,031,720
------------ ------------
Total Shareholders' Equity 13,004,941 13,903,526
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 14,675,267 $ 15,619,987
============ ============
See notes to Unaudited Consolidated Condensed Financial Statements.
3
ALCIDE CORPORATION
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended For the Nine Months Ended
February 29 and 28, February 29 and 28,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
NET SALES $ 2,875,063 $ 2,280,135 $ 8,510,282 $ 8,730,283
Expenditures
Cost of goods sold 1,635,440 1,068,460 5,195,933 3,361,459
Royalty expense -- 2,262,046 -- 2,412,994
Research and development expense 349,484 460,533 1,284,442 1,619,583
Depreciation 14,243 16,052 45,868 47,414
Consulting expense to related parties 24,000 21,000 72,000 75,000
Other selling, general/administrative 1,004,889 804,245 3,114,427 2,200,063
----------- ----------- ----------- -----------
Total Expenditures 3,028,056 4,632,336 9,712,670 9,716,513
----------- ----------- ----------- -----------
Operating income (loss) (152,993) (2,352,201) (1,202,388) (986,230)
Interest income 60,372 123,916 201,742 444,129
Other income 5,642 -- 14,050 --
----------- ----------- ----------- -----------
Income (loss) before provision (benefit) for
income taxes (86,979) (2,228,285) (986,596) (542,101)
Provision (benefit) for income taxes (29,573) (697,177) (334,915) (83,406)
----------- ----------- ----------- -----------
Net income (loss) $ (57,406) $(1,531,108) $ (651,681) $ (458,695)
=========== =========== =========== ===========
Basic earnings (loss) per common share $ (.02) $ (.60) $ (.26) $ (.18)
=========== =========== =========== ===========
Diluted earnings (loss) per common share and
equivalents $ (.02) $ (.60) $ (.26) $ (.18)
=========== =========== =========== ===========
Weighted average common shares outstanding 2,519,974 2,555,461 2,518,495 2,554,282
Weighted average common shares & common share
equivalents 2,519,974 2,555,461 2,518,495 2,554,282
See Notes to Unaudited Consolidated Condensed Financial Statements.
4
ALCIDE CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Total
Class "A" Preferred Additional Common Retained Shareholders'
Stock Common Stock Paid in Capital Treasury Stock Earnings Equity
- ------------------------------------------------------------------------------------------------------------------------------------
Shares Amount Shares Amount Shares Amount
- ------------------------------------------------------------------------------------------------------------------------------------
Balance May 31, 1999 594 $ 80,437 2,888,968 $28,889 $19,702,230 (361,138) $(6,939,750) $1,031,720 $13,903,526
Redeem Class "A"
Preferred Stock (407) (55,180) 13,992 (41,188)
Purchase Treasury Stock, Net (9,800) (138,636) (138,636)
Net Loss (394,324) (394,324)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance August 31, 1999 187 $ 25,257 2,888,968 $28,889 $19,716,222 (370,938) $(7,078,386) $ 637,396 $13,329,378
Redeem Class "A"
Preferred Stock (49) (6,621) 1,679 (4,942)
Purchase Treasury Stock, Net (10,000) (129,352) (129,352)
Net Loss (199,951) (199,951)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance November 30, 1999 138 $ 18,636 2,888,968 $28,889 $19,717,901 (380,938) $(7,207,738) $ 437,445 $12,995,133
Exercise of Stock Options 15,000 150 93,600 93,750
Purchase Treasury Stock, Net (3,487) (46,510) (46,510)
Tax Benefit from Exercise
of Stock Options 19,974 19,974
Net Loss (57,406) (57,406)
- ------------------------------------------------------------------------------------------------------------------------------------
Balance February 29, 2000 138 $ 18,636 2,903,968 $29,039 $19,831,475 (384,425) $(7,254,248) $ 380,039 $13,004,941
==== ======== ========= ======= =========== ======== =========== ========== ===========
5
ALCIDE CORPORATION
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
For the Nine Months Ended
February 29 and 28,
-------------------------
2000 1999
----------- -----------
OPERATING ACTIVITIES:
Net income (loss) $ (651,681) $ (458,695)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation 663,395 94,814
Amortization of investment premiums and discounts 752 (76,873)
Common stock issued to employee stock ownership plan 83,057 70,998
Decrease (increase) in assets:
Inventory 457,992 (1,619,513)
Accounts receivable - trade 271,452 (463,472)
Deferred and prepaid income taxes 289,537 (935,403)
Prepaid expenses and other current assets (113,387) 54,635
Long term investments and other assets 15,582 (122,156)
Increase (decrease) in liabilities:
Accounts payable 157,122 97,333
Accrued expenses and taxes payable (45,257) 2,610,687
Other liabilities (158,000) --
----------- -----------
Net cash provided by (used in) operating activities 970,564 (747,645)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Redemption of U.S. Treasury Instruments -- 3,760,000
Acquisition of equipment and leasehold improvements (3,845,064) (1,255,283)
----------- -----------
Net cash generated by (used in) investing activities (3,845,064) 2,504,717
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of Alcide Common Stock (397,555) (515,387)
Redemption of Class "A" Preferred Stock (46,131) (40,957)
Redemption of Class "B" Preferred Stock -- (22,559)
Stock Options exercised 93,750 109,747
----------- -----------
Net cash used in financing activities (349,936) (469,156)
----------- -----------
Net increase (decrease) in cash and cash equivalents (3,224,436) 1,287,916
Cash and cash equivalents at beginning of period 6,391,868 7,844,217
----------- -----------
Cash and cash equivalents at end of period $ 3,167,432 $ 9,132,133
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest -- --
Cash paid during the period for income taxes $ 1,600 $ 976,997
See notes to Unaudited Consolidated Condensed Financial Statements.
6
ALCIDE CORPORATION
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. Basis of Presentation
In the opinion of management, the accompanying unaudited financial statements of
Alcide Corporation (the "Company") as of and for the three and nine month
periods ended February 29, 2000 and February 28, 1999 have been prepared in
accordance with the instructions to Form 10-Q. Certain information and
disclosures normally included in notes to financial statements have been
condensed or omitted according to the rules and regulations of the Securities
and Exchange Commission, although the Company believes that the disclosures are
adequate to make the information presented not misleading. The accompanying
unaudited condensed financial statements should be read in conjunction with the
financial statements contained in the Company's Annual Report on Form 10 - K for
the year ended May 31, 1999. In the opinion of management, the accompanying
unaudited condensed financial statements contain all adjustments (consisting of
only normal recurring accruals) considered necessary for a fair presentation.
The results of operations for the nine month periods are not necessarily
indicative of the results to be expected for the full year.
2. Inventory consisted of the following:
FEBRUARY 29, 2000 MAY 31, 1999
Finished products $ 305,058 $ 792,733
Raw materials 816,944 1,100,808
Sanova inventory at customer sites 484,493 170,946
---------- ----------
Total $1,606,495 $2,064,487
========== ==========
3. Accounts Receivable - Trade consisted of the following:
FEBRUARY 29, 2000 MAY 31, 1999
IBA, Inc. $ 203,156 $ 184,176
UMS, Inc. 603,480 1,028,227
International Distributors 488,578 621,905
Sanova Customers 611,596 292,375
Other Receivables 81,655 133,234
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Total Accounts Receivable $1,988,465 $2,259,917
========== ==========
4. Taxes
The income tax provision (benefit) for the nine month period ended February 29,
2000 consisted of:
Federal income taxes (credits) $(335,715)
State income taxes 800
---------
Total taxes (credits) $(334,915)
=========
7
5. Earnings Per Share
The Company has adopted Statement of Financial Accounting Standards 128 ("SFAS
128"), "Earnings Per Share" which replaced the calculation of primary and fully
diluted earnings per share with basic and diluted earnings per share. Basic
earnings per share is computed by dividing net income by the weighted average
number of common shares outstanding during the period. Diluted earnings per
share is computed by dividing net income by the weighted average number of
common shares and common stock equivalents outstanding during the period. Common
stock equivalents of the Company include the dilutive effect of outstanding
stock options.
Basic and Diluted earnings per share were calculated as follows:
Three Months Ended Nine Months Ended
February 29 and 28, February 29 and 28,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
Net income (loss) $ (57,406) $(1,531,108) $ (651,681) $ (458,695)
Weighted average number of Common Shares outstanding 2,519,974 2,555,461 2,518,495 2,554,282
Basic earnings (loss) per share $ (.02) $ (.60) $ (.26) $ (.18)
Assuming exercise of options reduced by the
number of shares which could have
been purchased with the proceeds from
exercise of such options (0 if antidilutive) -- -- -- --
----------- ----------- ----------- -----------
Weighted average Common Shares outstanding and
Common Share equivalents 2,519,974 2,555,461 2,518,495 2,554,282
=========== =========== =========== ===========
Diluted earnings (loss) per share $ (.02) $ (.60) $ (.26) $ (.18)
6. Orders for Future Delivery
At February 29, 2000 and February 28, 1999 the Company had orders for future
delivery of $1,440,454 and $1,138,821. The $1,440,454 orders for future delivery
are scheduled for shipment during the period March, 2000 through July, 2000.
Data for both years excludes expected sales of Sanova to the poultry industry
because contracts with Sanova customers do not require placement of purchase
orders for future delivery. Sanova sales are based on product usage reported by
the customers after the fact. The thirteen customers using the System on
February 29, 2000 purchase roughly $382,000 per month.
8
PART I.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
Alcide Corporation (the "Company") is a Delaware Corporation organized in 1983
which has its executive offices and research laboratories at 8561 154th Avenue
N.E., Redmond, Washington 98052.
Alcide is engaged in the research, development and commercialization of unique
chemical compounds having intense microbiocidal activity. The Company holds
substantial worldwide rights to its discoveries through various patents, patent
applications, trademarks and other intellectual property, technology, and
know-how.
This report includes forward-looking statements which involve risk and
uncertainty including, without limitation, risk of dependence on patents and
trademarks, third party suppliers, market acceptance of and demand for the
Company's products, distribution capabilities, development of technology and
regulatory approval thereof. Sentences or phrases that use the words such as
"believes," "anticipates," "hopes," "plans," "may," "can," "will," "expects,"
and others, are often used to flag such forward-looking statements, but their
absence does not mean a statement is not forward-looking. Such statements
reflect management's current opinion and are designed to help readers understand
management's thinking. By their very nature, however, such statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from those projected. Readers are cautioned not to place undue
reliance on these forward-looking statements which speak only as of the date
hereof. The Company undertakes no obligation to release publicly any revisions
to these forward-looking statements that may be made to reflect events or
circumstances after the date hereof, or to reflect the occurrence of
unanticipated events.
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Net sales for the three month and nine month periods ended February 29, 2000 and
February 28, 1999 are expressed in the table below:
Net Sales Three Months Ended Nine Months Ended
- --------- ----------------------- ----------------------
Feb. 29, Feb. 28, Feb. 29, Feb. 28,
2000 1999 2000 1999
---------- ---------- ---------- ----------
Animal Health and Surface Disinfectants $1,879,542 $2,095,913 $6,181,598 $7,409,358
Sanova Poultry Antimicrobial
Contractual payment from Novus -- -- -- 1,136,703
Direct sales to processors 995,521 184,222 2,328,684 184,222
---------- ---------- ---------- ----------
Total $2,875,063 $2,280,135 $8,510,282 $8,730,283
========== ========== ========== ==========
The Company's animal health and surface disinfectant sales are lower than last
year for both the quarter and nine month periods as a result of lower sales to
distributors in both the domestic U.S. market and international markets where
the Company's products are sold. The decrease in sales to distributors was
caused by a number of factors, including an economic recession in the dairy
industry, a reduction in the amount of Alcide's inventory carried by the
Company's distributors, increased competition in the marketplace and delays in
the transfer and reassignment of international registrations for the Company's
products from its former distributor, ABS Global, Inc., which delays temporarily
blocked the Company from selling its products in certain international markets.
During the nine month period of last year the Company received $1,136,703 as a
contractually required payment from Novus International, Inc. The contract with
Novus ended in November, 1998 and subsequently Alcide has acted on its own
behalf in sales to the poultry industry. At the start of the third quarter,
eleven poultry processing
9
plants were utilizing the Sanova Food Quality System for pathogen control.
Thirteen plants were using the System at the end of the quarter.
Cost of goods as a percentage of net sales was 57% for the quarter ended
February 29, 2000, as compared to 47% for the corresponding quarter last year.
Cost of goods as a percentage of net sales was 61% for the nine month period
ended February 29, 2000 vs. 39% for the first nine months of last year. The
year-to-year differences in cost of goods as a percentage of net sales were
caused primarily by the loss of the contractual minimum payment from Novus and
by startup and maintenance costs associated with direct distribution of Sanova
to the poultry industry.
Royalty expenses for the third quarter and nine month periods last year totaled
$2,262,046 and $2,412,994 respectively and reflect a one-time $2,262,044 charge
to royalty expense during the third quarter last year to settle a lawsuit with
royalty rights holders. The payment and settlement of the suit eliminated the
Company's obligation to pay royalties from that point forward and, accordingly,
no royalty expense occurred during the present fiscal year.
Research and development expenses for the three months ended February 29, 2000
were $349,484, $111,049 lower than the corresponding period last year. Research
and development expenses for the first nine months of fiscal 2000 were
$1,284,442, $335,141 lower than the first nine months last year. During the nine
month period last year the Company paid Novus International, Inc. $317,000,
related to research and development, as part of a negotiated settlement when the
contract with Novus ended.
Other selling, general and administrative expenses for the third quarter of
fiscal 2000 increased to $1,004,889 from $804,245 in the third quarter of fiscal
1999. Other selling, general and administrative expenses for the first nine
months of fiscal 2000 increased to $3,114,427 from $2,200,063 during the first
nine months last year. The increase in expenses for both the third quarter and
first nine months was due primarily to expenses totaling $473,761 for the
quarter and $1,348,214 for the first nine months incurred to manage Sanova
projects.
Interest income of $60,372 for the third quarter and $201,742 for the first nine
months of fiscal 2000 was down from the $123,916 and $444,129 for the
corresponding periods last year because the Company's investable cash resources
have decreased.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash, cash equivalents, short term investments and U.S. Treasury
investments totaled $3,669,937 on February 29, 2000, an amount $3,225,189 lower
than at the end of the previous fiscal year. The reduction is due primarily to
an investment of $3,772,653 in new Sanova installations offset by a $457,992
reduction in inventory.
Alcide has negotiated a $10 million line of credit from U.S. Bank as a backup
source of capital, if needed, to support Alcide's growing food safety business.
The Company has not drawn on the credit line.
During the three month period ended February 29, 2000 the Company purchased
9,938 shares of Alcide Common stock for $129,567. Also, during the quarter,
6,451 shares of Treasury stock were transferred to Alcide's Employee Stock
Ownership Plan.
YEAR 2000 ISSUES
The Company has experienced no adverse financial or operational impact resulting
from year 2000 computer associated problems. All of the Company's computer
systems, including those which control the Sanova poultry plant installations,
passed into calendar year 2000 without incident.
10
OUTLOOK
- - Sanova Food Quality System
The size of the Company's food antimicrobial business is expanding. At the
end of fiscal 1999, five poultry plants were utilizing the Sanova Food
Quality System. At March 31, 2000, sixteen plants, having an annual
capacity of 740 million birds, 9% of the U.S. market, were using the Sanova
System. The sixteen plants are expected to generate annual sales of
approximately $6.1 million. The Company has announced a goal to increase to
twenty plants using the System by the end of fiscal 2000. Each new plant
will require an Alcide capital investment of $300,000 to $400,000.
During the nine month period the Company expended $1.5 million for
maintenance, engineering, research and development to support expansion of
the Company's food safety business. These expenditures had a direct
negative impact on the Company's pre-tax income for the quarter and nine
month periods, but are intended to lead to improved future financial
performance and expansion of the food safety business. The Company has
identified a number of programs to reduce Sanova cost of goods while
maintaining the present high level antimicrobial performance. Such programs
have been implemented concurrent with the most recent six installations and
are in the process of being retrofitted into the initial ten
installations..
- - Animal Health Products
The Company's distribution agreements with ABS Global, Inc. expired on
October 31, 1998 and were not renewed. Effective November 1, 1998 Alcide
entered into a new four year agreement with IBA, Inc. to expand IBA's
territory to cover the entire United States. In addition, the present
Universal Marketing Services, Inc. contract has been amended to include the
additional territories of Canada, Italy, Portugal and the Czech Republic as
exclusive UMS territories and the United States as a non-exclusive
territory.
In November, 1998, ABS Global, Inc. began distributing an udder care
product which competes with Alcide's udder care products. Subsequently, at
least one other national distributor has introduced a product similar to
Alcide's UDDERgold technology. The transition from ABS to two new expanded
distributors, IBA and UMS, coupled with new competing technology, may have
an impact on future Alcide sales in the U.S. market.
Recently ABS introduced its new line of udder care products in both the
United Kingdom and Italian markets. The degree to which these new products
will impact Alcide's udder care sales cannot be determined at this time.
ITEM 3. LEGAL PROCEEDING
None.
11
PART II.
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
12
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ALCIDE CORPORATION
The Registrant
Date: April 6, 2000 By /s/ John P. Richards
------------------------------
John P. Richards
Executive Vice President
Chief Financial Officer
13