UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended January 26, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission file number 0-14429
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ISCO, INC.
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(Exact name of registrant as specified in its charter)
Nebraska 47-0461807
- ------------------------ -----------------------------------
(State of Incorporation) (I.R.S. Employer Identification No)
4700 Superior Street, Lincoln, Nebraska 68504-1398
- ---------------------------------------- ----------
Address of principal executive offices) (Zip Code)
(402) 464-0231
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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 Sections 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 23, 2000:
Common Stock, $0.10 Par Value 5,645,848
- ----------------------------- ---------------------
Class Number of Shares
ISCO, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Page
Number
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited):
Condensed Consolidated Statements of Operations 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk 10
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:
(a) Exhibits:
None
(b) Reports on Form 8-K 10
2
ISCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in thousands, except per share data)
Three months ended Six months ended
-------------------------- --------------------------
Jan 26 Jan 28 Jan 26 Jan 28
2001 2000 2001 2000
---------- ----------- ---------- -----------
Net Sales $ 15,432 $ 13,508 $ 28,913 $ 26,691
Cost of sales 7,133 6,184 13,416 12,278
---------- ----------- ---------- -----------
8,299 7,324 15,497 14,413
---------- ----------- ---------- -----------
Expenses:
Selling, general, and administrative 4,759 5,136 10,229 10,208
Research and engineering 1,261 1,291 2,591 2,694
---------- ----------- ---------- -----------
6,020 6,427 12,820 12,902
Operating income (loss) 2,279 897 2,677 1,511
Net non-operating income:
Investment income 199 76 356 141
Interest expense (92) (105) (186) (203)
Other 2 124 8 248
---------- ----------- ---------- -----------
109 95 178 186
---------- ----------- ---------- -----------
Earnings (loss) before income taxes 2,388 992 2,855 1,697
Income taxes (tax benefit) 759 339 955 623
---------- ----------- ---------- -----------
Net earnings (loss) $ 1,629 $ 653 $ 1,900 $ 1,074
========== =========== ========== ===========
Basic earnings (loss) per share $ 0.29 $ 0.12 $ 0.34 $ 0.19
========== =========== ========== ===========
Diluted earnings (loss) per share $ 0.28 $ 0.12 $ 0.33 $ 0.19
========== =========== ========== ===========
Weighted average number of shares outstanding 5,646 5,644 5,645 5,644
Additional shares assuming exercise of common stock
equivalents and dilutive stock options 135 25 83 22
---------- ----------- ---------- -----------
Total 5,781 5,669 5,728 5,666
========== =========== ========== ===========
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
ISCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Columnar amounts in thousands)
Jan 26 Jul 28
2001 2000
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,903 $ 1,589
Short-term investments 2,921 1,981
Accounts receivable - trade, net of allowance for
doubtful accounts of $199,000 and $157,000 10,251 9,934
Inventories (Note 3) 9,564 9,059
Refundable income taxes 445 498
Deferred income taxes 1,352 1,569
Other current assets 437 538
------------ ------------
Total current assets 26,873 25,168
Property, plant, and equipment, net of accumulated depreciation
of $14,815,000 and $13,883,000 15,681 16,389
Long-term investments 4,720 3,728
Deferred income taxes - 317
Other assets (Note 4) 5,324 4,840
------------ ------------
Total assets $ 52,598 $ 50,442
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 950 $ 782
Short-term borrowing 1,796 1,815
Current portion of long-term debt 1,026 993
Accrued expenses 3,389 3,167
------------ ------------
Total current liabilities 7,161 6,757
Deferred income taxes 358 -
Long-term debt 2,654 3,164
Shareholders' equity
Preferred stock, $.10 par value, authorized 5,000,000 shares; issued none - -
Common stock, $.10 par value, authorized 15,000,000 shares; issued and
outstanding 5,645,848 and 5,643,992 565 564
Additional paid-in capital 37,708 37,697
Retained earnings 4,100 2,200
Accumulated other comprehensive income (loss) 52 60
------------ ------------
Total shareholders' equity 42,425 40,521
------------ ------------
Total liabilities and shareholders' equity $ 52,598 $ 50,442
============ ============
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
ISCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Columnar amounts in thousands)
Six months ended
--------------------------
Jan 26 Jan 28
2001 2000
---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 1,900 $ 1,074
Adjustments to reconcile net earnings to net cash flows from operating activities:
Depreciation and amortization 1,112 1,351
Deferred income taxes 892 544
Change in operating assets and liabilities (674) (666)
Other (178) 74
---------- -----------
Total adjustments 1,152 1,303
---------- -----------
Cash flows from operating activities 3,052 2,377
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CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturity of held-to-maturity securities 2,000 -
Purchase of held-to-maturity securities (3,929) -
Proceeds from sale of property, plant, and equipment 110 136
Purchase of property, plant, and equipment (455) (709)
Other 9 -
---------- -----------
Cash flows from investing activities
(2,265) (573)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term borrowings (13) 27
Repayment of debt (472) (445)
Issuance of common stock 12 -
---------- -----------
Cash flows from financing activities (473) (418)
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CASH AND CASH EQUIVALENTS:
Net increase (decrease) 314 1,386
Balance at beginning of year 1,589 3,423
---------- -----------
Balance at end of period $ 1,903 $ 4,809
========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS:
The Company made income tax payments (received refunds) of ($1,000) and
$85,000 during the six month periods ended January 26, 2001 and January 28,
2000, respectively.
The Company made interest payments of $186,000 and $203,000 during the six
month periods ended January 26, 2001 and January 28, 2000, respectively.
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
ISCO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Columnar amounts in thousands, except per share data)
January 26, 2001
NOTE 1: In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all the adjustments necessary for a
fair presentation of the financial position of the Company and the results of
operations for the interim periods presented herein. All such adjustments are of
a normal recurring nature. Results of operations for the current unaudited
interim period are not necessarily indicative of the results that may be
expected for the entire fiscal year. Inter-company transactions and accounts
have been eliminated.
While the Company believes that the disclosures presented are adequate to make
the information not misleading, it is suggested that these condensed
consolidated financial statements be read in conjunction with the consolidated
financial statements and notes to the consolidated financial statements included
in the Annual Report on Form 10K for the year ended July 28, 2000.
NOTE 2: Certain reclassifications have been made to the prior periods' financial
statements to conform to the current periods' presentation.
NOTE 3: Inventories are valued at the lower of cost or market, principally on
the last-in, first-out (LIFO) basis. The composition of inventories was as
follows:
Jan 26, 2001 Jul 28, 2000
------------- -------------
Raw Materials $ 3,999 $ 4,341
Work-in-process 3,328 3,476
Finished goods 2,237 1,242
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$ 9,564 $ 9,059
============= =============
Had inventories been valued on the first-in, first-out (FIFO) basis, they would
have been approximately $1,928,000 and $1,764,000 higher than reported on the
LIFO basis at January 26, 2001 and July 28, 2000, respectively.
NOTE 4: Other Assets
Jan 26, 2001 Jul 28, 2000
-------------- -------------
Intangibles, net of accumulated amortization $ 1,223 $ 1,295
of $463,000 and $391,000
Investment in AFTCO, net of accumulated 772 823
amortization of $213,000 and $175,000
Cash value of life insurance 1,470 1,437
Note receivable - related party 1,000 1,000
Other 859 285
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$ 5,324 $ 4,840
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6
NOTE 5: Comprehensive income (loss), for the three and six month periods ended
January 26, 2001 and January 28, 2000, was as follows:
Three months ended Six months ended
------------------ ----------------
Jan 26 Jan 28 Jan 26 Jan 28
2001 2000 2001 2000
------ ------ ------ ------
Net earnings (loss) $1,629 $653 $1,900 $1,074
Other comprehensive income, net of income tax:
Foreign currency translation adjustment (20) 18 7 19
Unrealized holding gains (losses) on
available-for-sale securities (17) - (15) -
------ ------ ------ ------
Comprehensive income (loss) $1,592 $671 $1,892 $1,093
====== ====== ====== ======
NOTE 6: In January 2001, the Company received a settlement in the amount of
$425,000 for outstanding litigation regarding its abandoned ERP software. The
pre-tax gain related to this settlement was recorded as a reduction of selling,
general, and administrative operating expenses in the 2nd quarter of fiscal
2001.
NOTE 7: The Company adopted the provisions of Emerging Issues Task Force (EITF)
Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs". This
pronouncement requires fees billed to customers associated with shipping and
handling to be recorded as revenue in the Statements of Operations. The adoption
of these provisions resulted in reclassifying costs, for all periods presented,
incurred for shipping and handling related to product sales as a part of "Cost
of sales" in the Statements of Operations. These costs were previously included
in "Selling, general and administrative" expenses. The dollar amounts
reclassified were $106,000 and $200,000 for the three and six month periods
ended January 26, 2001, respectively and $62,000 and $183,000 for the three and
six month periods ended January 28, 2000, respectively
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
THE FOLLOWING MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS CONTAIN TREND ANALYSIS AND OTHER FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED IN THE
FORWARD-LOOKING STATEMENTS WITHIN THIS DOCUMENT.
SALES ANALYSIS AND REVIEW
Our sales for the three-month and six-month periods ended January 26, 2001 were
$15,432,000 and $28,913,000, respectively. For the periods under review, our
sales were 14 percent and 8 percent higher than for the same periods last year.
Sales of our core products (wastewater samplers, flow meters, and liquid
chromatography products) were up 16 percent and 15 percent for the three-month
and six-month periods, respectively over last year. These increases were due to
increased sales of samplers and liquid chromatography products offset by a
reduction in sales of flow meters. Sales of our non-core products (process
monitoring, supercritical fluid extraction (SFE), syringe pumps, and Geomation
products) were up 8 percent and down 15 percent for the three-month and
six-month periods, respectively. Sales of non-core products were impacted by the
reduction in sales associated with Geomation due to the sale of this entity at
the beginning of this fiscal year. Sales of our non-core products were up 14
percent and down 7 percent for the three-month and six-month periods after
removing sales of Geomation products from the prior fiscal year. These results
were driven by increased sales of process monitoring and syringe pump products
offset by a decline in sales of SFE products.
U.S. sales for the three months and six months were up 11 percent and 3 percent,
respectively. U.S. sales of our core products for the same periods increased 13
percent and 12 percent, respectively, over the comparative periods of fiscal
2000. Samplers and liquid chromatography products accounted for the increases in
both periods, offset by declines in flow meter products for both periods. U.S.
sales of our non-core products for the three-month period were flat compared to
the previous year and decreased by 38 percent for the six-month comparative
period. Removing the impact of Geomation, sales of non-core
7
products would have increased 13 percent and decreased 30 percent for the three
and six month periods, respectively, over last year. Sales of syringe pumps
accounted for the increase in the three-month period, while the decrease in the
six-month period was due to reductions in sales of SFE products.
International sales for the three months and six months were up 22 percent and
23 percent, respectively. Sales of our core products for the same periods
increased 28 and 31 percent, respectively, over last year. All of our core
products contributed to the sales increases in both periods. International sales
of our non-core products for the three months and six months increased by 14
percent and 13 percent, respectively. The sale of Geomation had very little
impact on the level of sales in our non-core products. Process monitoring, SFE,
and syringe pumps products all contributed to the increases in the three-month
and six-month periods.
During the three months and six months we received net orders of $14.2 million
and $28.5 million, respectively. Net orders received were 6 percent and 10
percent higher than the same periods last year. The order backlog at January 26,
2001 was $4.4 million, down approximately 8 percent from the beginning of the
fiscal year.
OPERATING INCOME ANALYSIS AND REVIEW
RESULTS OF OPERATIONS
The following table sets forth, for the three-month and six-month periods
indicated, the percentages which certain components of the Condensed
Consolidated Statements of Operations bear to net sales and the percentage
change of such components (based on actual dollars) compared with the same
periods of the prior year.
Three months ended Six months ended
------------------------------------- --------------------------------------
Jan 26 2001 Jan 28 2000 Change Jan 26 2001 Jan 28 2000 Change
------------------------------------- --------------------------------------
Net sales 100.0 100.0 14.2 100.0 100.0 8.3
Cost of sales 46.2 45.8 15.3 46.4 46.0 9.3
-------- -------- -------- --------
53.8 54.2 13.3 53.6 54.0 7.5
-------- -------- -------- --------
Expenses:
Selling, general, & administrative 30.8 38.0 0.9 35.3 38.2 4.4
Research & engineering 8.2 9.6 (2.3) 9.0 10.1 (3.8)
-------- -------- -------- --------
39.0 47.6 (6.3) 44.3 48.3 (0.6)
-------- -------- -------- --------
Operating income (loss) 14.8 6.6 154.1 9.3 5.7 77.2
Net non-operating income:
Investment income 1.3 0.6 162.8 1.2 0.5 152.9
Interest expense (0.6) (0.8) (11.4) (0.6) (0.8) (8.1)
Other 0.0 0.9 (98.3) 0.0 0.9 (96.9)
-------- -------- -------- --------
0.7 0.7 13.9 0.6 0.6 (4.4)
-------- -------- -------- --------
Earnings (loss) before income taxes 15.5 7.3 140.6 9.9 6.3 68.2
Income taxes (tax benefit) 4.9 2.5 123.7 3.3 2.3 53.1
-------- -------- -------- --------
Net earnings (loss) 10.6 4.8 149.4 6.6 4.0 77.0
======== ======== ======== ========
We had operating income of $2,279,000 and $2,677,000, respectively, for the
three months and six months ended January 26, 2001. For the same periods last
year, we had operating income of $897,000 and $1,511,000, respectively. The
improvement in operating income for the three month period of $1,382,000
included approximately $421,000 from increased operational performance of
Isco-Lincoln and STIP, $425,000 received from the ERP litigation settlement,
$366,000 from the removal of the loss associated with the Geomation entity, and
$170,000 of net gain on sales of capitalized equipment. The six-month
improvement of $1,166,000 included the ERP settlement, approximately $415,000
from the removal of the Geomation's loss, and $406,000 of net gain on sales of
capitalized equipment.
8
Gross margin percentages declined to 53.8 percent and 53.6 percent,
respectively, for the three months and six months ended January 26, 2001. This
compares with gross margin percentages of 54.2 percent and 54.0 percent for the
same periods last year. The decline in the gross margin as a percentage of sales
was a result of the change in the mix of sales from U.S. sales to international
sales that have a lower gross margin.
The reported selling, general and administrative (SG&A) expenses declined by
$377,000 and increased by $21,000, respectively, for the three months and six
months ended January 26, 2001 as compared with the same periods of the previous
year. The decrease in the three-month period was primarily due to the $425,000
settlement received on the ERP operating system that was written off in fiscal
2000. Additionally, fiscal year 2000 included expenses related to the Geomation
operations of approximately $285,000 and $570,000 for the three-month and
six-month periods. Excluding the effects of these items SG&A increased by
approximately $300,000 and $1,000,000 for the three and six months,
respectively. The increases are attributable to increased personnel as a result
of filling a number of open sales and marketing positions, increased
commissions, and increased promotional expenditures.
Research and engineering expenses declined by $30,000 and $103,000,
respectively, for the three months and six months ended January 26, 2001 as
compared with the same periods of the previous year. These results are from
reductions in costs associated with the Geomation operations of approximately
$136,000 and $247,000 for the three-month and six-month periods, respectively.
After adjusting for Geomation, research and engineering expenses increased by
approximately $100,000 for the three and six months, respectively. The increases
are attributable to subcontracted product development activities.
In total, non-operating income was relatively stable for the three-month and
six-month periods ended January 26, 2001 as compared to the same periods of the
previous year. Investment income increased by $123,000 and $215,000 for the
three and six month periods, respectively. These improvements resulted from
larger investment balances available compared to the prior periods. The
increases in investment income were offset by decreases in other non-operating
income due to the net proceeds on the sales of used equipment being reported in
net sales and costs of sales in fiscal 2001. Non-operating income included net
proceeds of $170,000 and $406,000 for the three and six months, respectively in
fiscal 2000.
Our effective income tax rate for the three months and six months ended January
26, 2001 was 31.8 percent and 33.4 percent, respectively. For the same periods
last year our effective income tax rates were 34.2 percent and 36.7 percent,
respectively. The reductions in the effective tax rates resulted from the
increased tax benefit associated with the increased international sales
associated with Isco's Foreign Sales Corporation (FSC) and a reduction in the
amount of non-deductible items.
FINANCIAL CONDITION AND LIQUIDITY
Our overall cash and investments increased by $1,506,000 and $2,246,000 for the
three-month and six-month periods ended January 26, 2001, resulting in a total
cash and investment balance of $9,544,000. Operating activities generated
$1,543,000 and $3,052,000 of cash flow during the three months and six months
ended January 26, 2001 compared with $2,213,000 and $2,377,000 for the same
periods in the previous year. We increased our investment in inventory by
approximately $500,000 from our fiscal 2000 year-end position in anticipation of
sales in the second half of the current fiscal year. The current year's cash
flows received benefit from the ERP settlement of $425,000 received in the
second quarter, while the prior year's cash flows were negatively impacted by
cash used to support the Geomation operations of $519,000 and $344,000 for the
three and six months, respectively. At January 26, 2001, we had working capital
of $19.7 million and a current ratio of 3.8:1. These are improvements over our
positions at October 27, 2000 and July 28, 2000. At quarter-end, our total debt
was $3.7 million with $1.0 million payable within the next year. In addition, we
had lines of credit with various banks totaling $7.0 million of which $5.2
million was available for future business needs.
MARKET RISK
Interest rate risk and currency exchange risks are the primary market risks to
which we are exposed. We do not use derivative financial or commodity
instruments. Our other financial instruments include cash and cash equivalents,
accounts and notes receivable, accounts and notes payable and long-term debt.
Our cash and cash equivalents, accounts and notes receivable, and accounts and
notes payable balances are generally short-term in nature and do not expose our
company to material market risk. At January 26, 2001, we had approximately $3.7
million of fixed rate long-term debt. In addition, we had $7.0 million of
variable rate credit facilities of which approximately $1.8 million was
outstanding under these credit facilities. We do not
9
believe that changes in interest rates on the long-term debt and credit
facilities would have a material effect on our company's results of
operations given our current obligations under those long-term debt and
credit facilities.
Related to currency exchange, international sales of our United States based
operations are denominated in U.S. dollars and international sales of our German
subsidiary are denominated in Deutsche marks. The currency exchange risk at the
current level of activity is not material to our operating results or financial
position. Our market risk resulting from the translation of the profit and loss
of STIP and from our permanent investment in our foreign subsidiaries is not
material.
INFLATION
The effect of inflation on the costs of our company and its ability to pass on
cost increases in the form of increased prices is dependent upon the market
conditions and the competitive environment. The general level of inflation in
the U.S. and German economies has been relatively low for the past several years
and has not, to date, had a significant effect on our company.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this item is incorporated by reference to the
section entitled "Market Risk" in Part I, Item 2, Management's Discussion and
Analysis of Results of Operations and Financial Condition.
PART II - OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders.
Our company's annual meeting of shareholders was held on December 14, 2000.
A. The following persons were elected to serve a two-year term on our Board
of Directors:
---------------------------------------------------------------------------------
Nominee Votes
In Favor Withheld
------------ -----------
James L. Carrier 4,919,472 100,089
Douglas M. Grant 4,910,964 100,089
Ronald K. Jester 4,916,529 100,089
Philip M. Wittig 4,925,498 98,289
---------------------------------------------------------------------------------
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: None
(b) Reports on Form 8-K - None
10
SIGNATURES
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 thereunto duly authorized.
ISCO, INC.
Date: March 8, 2001 BY /s/ Robert W. Allington
-------------------------------------
Robert W. Allington, Chairman and
Chief Executive Officer
Date: March 8, 2001 BY /s/ Vicki L. Benne
-------------------------------------
Vicki L. Benne, Treasurer and
Chief Financial Officer
11