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 August 31, 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
Delaware 22-2445061
-------------------------------- -------------------
State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification No.)
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
--------------
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 August 31, 2000: 2,548,158, net of Treasury Stock.
1
ALCIDE CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................................................................................PAGE
Consolidated Condensed Balance Sheets - August 31, 2000 (Unaudited)
and May 31, 2000..............................................................................................3
Unaudited Consolidated Condensed Statements of Operations - For the three months
ended August 31, 2000 and August 31, 1999.....................................................................4
Consolidated Condensed Statements of Changes in Shareholders' Equity..........................................5
Unaudited Consolidated Condensed Statements of Cash Flows - For the three months
ended August 31, 2000 and August 31, 1999.....................................................................6
Notes to Unaudited Consolidated Condensed Financial Statements................................................7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..................................10
Item 3. Legal Proceedings......................................................................................................12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8 - K....................................................................................13
SIGNATURE......................................................................................................................14
2
ALCIDE CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS
AUGUST 31, 2000 MAY 31, 2000
--------------- -------------
(UNAUDITED)
ASSETS:
Current assets:
Cash and cash equivalents $ 1,489,520 $ 1,794,723
Accounts receivable - trade 2,717,327 2,486,046
Inventory 1,471,776 1,404,090
Deferred income taxes 749,000 --
Components and spare parts 469,190 449,058
Prepaid expenses and other current assets 147,283 238,651
------------ ------------
Total current assets 7,044,096 6,372,568
------------ ------------
Equipment and leasehold improvements:
Sanova plant assets 8,872,188 7,365,458
Office equipment 341,546 282,673
Laboratory and manufacturing equipment 206,636 169,136
Leasehold improvements 73,483 73,483
Less: Accumulated depreciation and
amortization (1,838,308) (1,437,892)
------------ ------------
Total equipment and leasehold
improvements, net 7,655,545 6,452,858
Deferred income tax asset 192,375 1,102,331
Long term investments and other assets 601,124 602,564
------------ ------------
TOTAL ASSETS $ 15,493,140 $ 14,530,321
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable $ 646,338 $ 594,454
Accrued expenses 530,694 376,747
------------ ------------
Total current liabilities 1,177,032 971,201
Long term payable to Novus 158,000 158,000
------------ ------------
TOTAL LIABILITIES 1,335,032 1,129,201
------------ ------------
Commitments and Contingencies:
Redeemable Class "B" Preferred Stock -
noncumulative convertible $.01 par value:
authorized 10,000,000 shares; issued and
outstanding:
May 31, 2000 - 72,525
August 31, 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, 2000 - 138
August 31, 2000 - 138 18,636 18,636
Common Stock $.01 par value; authorized
100,000,000 shares; issued and outstanding:
May 31, 2000 - 2,904,068
August 31, 2000 - 2,932,583 29,325 29,040
Treasury stock at cost (7,254,248) (7,254,248)
Additional paid-in capital 20,207,939 19,832,668
Retained earnings 966,079 584,647
------------ ------------
Total Shareholders' Equity 13,967,731 13,210,743
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 15,493,140 $ 14,530,321
============ ============
See notes to Unaudited Consolidated Condensed Financial Statements.
3
ALCIDE CORPORATION UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended
--------------------------
August 31,
----------
2000 1999
---- ----
NET SALES $ 4,246,569 $ 2,674,398
Expenditures
Cost of goods sold 2,019,259 1,691,708
Research and development expense 332,778 442,444
Depreciation 15,313 18,294
Consulting expense to related parties 24,000 24,000
Other selling, general/administrative 1,301,857 1,172,612
----------- -----------
Total Expenditures 3,693,207 3,349,058
----------- -----------
Operating income (loss) 553,362 (674,660)
Interest income 36,670 78,000
Other income 8,763 --
Income (loss) before (provision) benefit for income taxes 598,795 (596,660)
(Provision) benefit for income taxes (217,363) 202,336
----------- -----------
Net income (loss) $ 381,432 $ (394,324)
=========== ===========
Basic earnings (loss) per common share $ .15 $ (.16)
=========== ===========
Diluted earnings (loss) per common share and equivalents $ .15 $ (.16)
=========== ===========
Weighted average common shares outstanding 2,524,185 2,525,863
=========== ===========
Weighted average common shares & common share equivalents 2,603,838 2,525,863
=========== ===========
See Notes to Unaudited Consolidated Condensed Financial Statements.
4
ALCIDE CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Class "A" Preferred Stock Common Stock Additional
Paid in
Capital
- ------------------------------------------------------------------------------------------------
Shares Amount Shares Amount
- ------------------------------------------------------------------------------------------------
Balance May 31, 2000 138 $ 18,636 2,904,068 $ 29,040 $19,832,668
Exercise of stock options 15,027 150 93,600
Stock issued for officer's
bonuses 13,488 135 225,265
Tax benefit from exercise
of stock options 56,406
Net Income
- ------------------------------------------------------------------------------------------------
Balance August 31, 2000 138 $ 18,636 2,932,583 $ 29,325 $20,207,939
=========== =========== =========== =========== ===========
Total
Common Treasury Stock Retained Shareholders'
Earnings Equity
- ----------------------------------------------------------------------------------
Shares Amount
- ----------------------------------------------------------------------------------
Balance May 31, 2000 (384,425) $(7,254,248) $ 584,647 $13,210,743
Exercise of stock options 93,750
Stock issued for officer's
bonuses 225,400
Tax benefit from exercise
of stock options 56,406
Net Income 381,432 381,432
- ----------------------------------------------------------------------------------
Balance August 31, 2000 (384,425) $(7,254,248) $ 966,079 $13,967,731
========= =========== =========== ===========
5
ALCIDE CORPORATION UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended August 31,
-------------------------------------
2000 1999
---- ----
OPERATING ACTIVITIES:
Net income (loss) $ 381,432 $ (394,324)
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 400,416 180,421
Amortization of investment premiums 251 251
Stock Bonus to officers 225,400 --
Deferred income taxes 217,363 (202,336)
Decrease (increase) in assets:
Inventory (67,686) 222,498
Accounts receivable - trade (231,281) (572)
Prepaid expenses and other current assets 71,236 4,810
Long term investments and other assets 1,188 1,617
Increase (decrease) in liabilities:
Accounts payable 51,884 611,699
Accrued expenses and taxes payable 153,947 (67,951)
----------- -----------
Net cash provided by operating activities 1,204,150 356,113
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of equipment (1,603,103) (1,832,535)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of Alcide Common and redemption of Class "A"
Preferred Stock -- (179,824)
Stock options exercised 93,750 --
----------- -----------
Net cash provided by (used in) financing activities 93,750 (179,824)
----------- -----------
Net decrease in cash and cash equivalents (305,203) (1,656,246)
Cash and cash equivalents at beginning of period 1,794,723 6,391,868
----------- -----------
Cash and cash equivalents at end of period $ 1,489,520 $ 4,735,622
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest -- --
Cash paid during the period for income taxes -- --
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") for the three month periods ended August 31,
2000 and 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 consolidated 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, 2000.
In the opinion of management, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (consisting of only normal
recurring accruals) considered necessary for a fair presentation. The results of
operations for the three month periods are not necessarily indicative of the
results to be expected for the full year.
2. Inventory consisted of the following:
AUGUST 31, 2000 MAY 31, 2000
Finished products $ 229,826 $ 212,047
Raw materials 698,041 681,049
Sanova inventory at customer sites 543,909 510,994
---------- ----------
Total $1,471,776 $1,404,090
========== ==========
3. Accounts Receivable - Trade consisted of the following:
AUGUST 31, 2000 MAY 31, 2000
IBA, Inc. $ 172,667 $ 209,048
UMS, Inc. 778,802 472,403
International Distributors 586,648 641,021
Sanova Customers 1,051,950 1,092,443
Other Receivables 127,260 71,131
---------- ----------
Total Accounts Receivable $2,717,327 $2,486,046
========== ==========
4. Taxes
The income tax provision for the three month period ended August 31, 2000
consists of:
Federal Income Taxes $196,495
State Income Taxes 20,868
--------
$217,363
========
7
5. 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. Common stock equivalents, excluded because of their antidilutive
effect, were 86,394 shares for the three months ended August 31, 1999.
Basic and Diluted earnings per share were calculated as follows:
Three Months Ended August 31,
-----------------------------
2000 1999
---- ----
Net Income (loss) $ 381,432 $ (394,324)
Weighted average number of Common Shares outstanding 2,524,185 2,525,863
Basic earnings (loss) per share $ .15 $ (.16)
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) 79,653 --
---------- -------------
Weighted average Common Shares outstanding and Common
Share equivalents 2,603,838 2,525,863
========== =============
Diluted earnings (loss) per share $ .15 $ (.16)
6. Orders for Future Delivery
At August 31, 2000 and 1999 the Company had orders for future delivery of
$964,654 and $1,396,872 respectively. The $964,654 orders for future delivery
are scheduled for shipment during the period September, 2000 through November,
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 19 customers using the System on
August 31, 2000 purchase roughly $595,000 per month.
7. Segment Information
The Company adopted Statement of Financial Accounting Standards No. 131 (SFAS
131) "Disclosures about Segments of an Enterprise and Related Information,"
during 1998. Following the provisions of SFAS 131, the Company is reporting
segment information in the same format as reviewed by the Company's management
(the "Management Approach"), which is organized around differences in products
and services. During fiscal 2001, management determined that due to the growth
of the Company's Sanova business, the Company now has two reportable segments,
Animal Health and Surface Disinfectants and Sanova Food Antimicrobial Products.
Factors used to identify reportable segments
The Company's reportable segments are strategic business units that offer
distinct and different products and services. These segments are managed
separately because each business requires different production, management and
marketing strategies.
8
Measurement of segment profit and segment assets
The accounting policies of the segments are the same as those described in Note
2 -- Summary of Significant Accounting Policies, in the Company's Form 10-K. The
Company evaluates performance based on profit or loss from the sale of each
segment's products and does not allocate expenses beyond gross margin to the two
different segments.
Segment net sales, gross margin and assets are as follows:
Animal Health and Sanova Not Segment
Surface Disinfectants Antimicrobial Related Total Company
--------------------- ------------- ----------- ---------------
Net Sales $2,509,187 $1,737,382 --- $ 4,246,569
Gross Margin $1,630,204 $ 597,106 --- $ 2,227,310
Total Assets $2,538,279 $9,563,779 $3,391,082 $15,493,140
Total assets in the column labeled "Not Segment Related" include all assets
except receivables, inventory, spare parts, components and fixed assets which
have been presented by segment.
9
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 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 period ended August 31, 2000 and August 31, 1999
are expressed in the table below:
Three Months Ended Three Months Ended
August 31, 2000 August 31, 1999
------------------ ------------------
Animal Health and Surface Disinfectants
Domestic Sales $1,299,477 $1,267,577
International Sales 1,209,710 919,680
Sanova Food Antimicrobial Sales 1,737,382 487,141
---------- ----------
Total Sales $4,246,569 $2,674,398
========== ==========
The Company's animal health and surface disinfectant sales for the quarter ended
August 31, 2000 were $2,509,187, an amount 15% higher than first quarter sales
last year. The sales increase for the quarter occurred primarily in
international markets where sales increased 32%. Approximately half of this
increase was due to reentry into foreign markets previously served by ABS
Global, Inc. distributors. The balance of the increase came from established
distributors. U.S. sales grew by 3%.
10
Two animal health distributors had sales greater than 10% of total sales. Their
combined sales this quarter were $1,717,879. Their combined sales for the first
quarter last year were $1,561,342.
Current quarter sales of Sanova poultry antimicrobial were $1,737,382, an amount
$1,250,241 higher than the first quarter last year. On August 31, 2000, 19
poultry plants were using the Sanova System.
Cost of goods as a percentage of net sales was 48% for the three month period
ended August 31, 2000, a decrease of 15 points from the 63% of net sales for the
same period last year. The decrease is primarily due to reduction in Sanova cost
of goods.
Research and development expenses of $332,778 for the three month period ended
August 31, 2000 were $109,666 lower than for the first three months last year.
This decrease is primarily due to reduced testing to support Sanova validation
trials in commercial poultry plants.
Other selling, general and administrative expenses of $1,301,857 for the three
months ended August 31, 2000 were $129,245 higher than for the equivalent period
last year. The increase reflects costs incurred to establish Alcide Food
Safety's operations and engineering office and recruit staff in St. Louis, MO,
to replace engineering, design and startup services which were previously
purchased from outside consultants.
Interest income of $36,670 for the three month period ended August 31, 2000 was
$41,330 lower than the equivalent three month period last year primarily because
the Company's investable cash resources averaged $3.7 million lower during the
most recent quarter as compared to the equivalent period a year ago.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash, cash equivalents and U.S. Treasury investments (included in
long term investments and other assets) totaled $1,991,525 on August 31, 2000,
an amount $305,454 lower than at the end of the previous fiscal year. The
reduction is due primarily to an investment of $1,506,730 in new Sanova
installations offset by $1,204,150 cash generated from operating activities.
Alcide has negotiated a $10 million unrestricted line of credit from US 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.
OUTLOOK
- - Sanova Food Quality System
The size of the Company's food antimicrobial business continues to expand.
At August 31, 2000, 19 plants, having an annual capacity of approximately
950 million birds, about 11% of the U.S. market, were using the Sanova
System. The 19 plants are expected to generate annual sales of
approximately $7.1 million. In addition to the 19 plants now operational,
there are 6 new Sanova Systems scheduled to start in the second quarter.
Two additional plants have contracted for System installation, resulting in
a total of 27 plants under contract.
- - Animal Health and Surface Disinfectant Products
Management believes that, despite a first quarter sales increase of 15% vs.
last year's equivalent period, the animal health and surface disinfectant
business will exhibit performance roughly equal to prior year for the
Company's current fiscal year.
11
ITEM 3. Legal Proceedings:
None.
12
PART II.
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
13
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: October 4, 2000 By /s/ John P. Richards
-----------------------------------
John P. Richards
Executive Vice President
Chief Financial Officer
14