UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended: March 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _____ to _____
Commission file number: 1-14068
SEPRAGEN CORPORATION
(Exact name of small business issuer as specified in its charter)
California 68-0073366
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14500 Doolittle Drive, San Leandro, California 94577
(Address of principal executive offices)
(Issuer's telephone number (including area code): (510) 667-1004
(Former name, former address and former fiscal year if
changed since last report:)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the registrant's classes of
Common equity, as of the latest practicable date:
May 14, 2002
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Class A Common Stock 11,311,848
Class B Common Stock 361,727
THIS REPORT INCLUDES A TOTAL OF 8 PAGES
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
SEPRAGEN CORPORATION
CONDENSED BALANCE SHEET
(UNAUDITED)
ASSETS
March 31, 2002
Current Assets:
Cash and cash equivalents .......................................... $ 159,996
Accounts receivable, less allowance for doubtful accounts
of $45,000 ....................................................... 112,025
Notes receivable ................................................... 50,000
Inventories ........................................................ 241,284
Prepaid expenses and other ......................................... 18,000
------------
Total current assets ............................................. 581,305
Furniture and equipment, net ....................................... 76,267
Intangible assets .................................................. 11,706
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669,278
------------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable ................................................... $ 457,804
Notes Payable to shareholders and related party .................... 215,000
Accrued payroll and benefits ....................................... 469,589
Accrued liabilities ................................................ 92,883
Interest payable ................................................... 42,775
Customer deposit ................................................... 237,726
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Total current liabilities ........................................ 1,515,777
------------
Redeemable Preferred stock, no par value - 5,000,000 shares
authorized; and 175,439 convertible, preferred issued and ....... 500,000
outstanding .....................................................
Class A common stock, no par value - 20,000,000 shares .............. 15,492,506
authorized; 11,311,848 shares issued and
outstanding .....................................................
Class B common stock, no par value - 2,600,000 shares authorized;
361,727 shares issued and outstanding ........................... 2,097,393
Accumulated deficit ................................................ (18,936,398)
------------
Shareholders' equity (deficit) .................................... (1,346,499)
------------
$ 669,278
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The accompanying notes are an integral part of this condensed financial statement.
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SEPRAGEN CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31
2002 2001
------------ ------------
Revenues:
Net Sales ................................... $ 256,912 $ 353,951
Cost of goods sold .......................... 163,650 194,639
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Gross profit ........................ 93,262 159,312
Selling, general and administrative ......... 333,047 315,055
Research and development .................... 122,492 122,811
Total expenses ....................... 455,539 437,866
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Loss from operations .................... (362,277) (278,554)
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Other income ................................ --
Interest income, (expense) net .............. (3,763) 0
------------ ------------
Net loss ................................ (366,040) (278,554)
============ ============
Net loss per common share,
Basic and diluted ........................... $(.03) $(.03)
============ ============
Weighted average shares outstanding ...... 11,673,575 8,496,908
The accompanying notes are an integral part
of this condensed financial statement.
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SEPRAGEN CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
Three Months Ended March 31,
2002 2001
--------- ---------
Cash flows from operating activities:
Net Loss ....................................... $(366,040) $(278,554)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation ................................. 7,828 17,385
Amortization ................................. 4,252 6,245
Changes in assets and liabilities:
Accounts receivable ........................ 304,521 149,113
Inventories ................................ (7,026) 34,051
Prepaid expenses and other ................. 0 1,201
Accounts payable ........................... (54,983) (23,174)
Accrued liabilities ........................ 24,506 (30,869)
Accrued payroll and benefits ............... 29,849 40,795
Interest payable ........................... 3,763 0
Customer deposits .......................... 136,404 27,040
--------- ---------
Net cash provided (used) in operating
activities ............................. 83,074 (56,767)
--------- ---------
Cash flows from investing activities:
Acquisition of fixed assets ................. 0 (59,958)
--------- ---------
Net cash used by investing ............. 0 (59,958)
Proceeds from issuance of common stock ........ 0
Proceeds from exercise of warrants ............ 0 0
Proceeds from issuance of notes payable ....... 0 0
Payment of notes payable to shareholders ...... 0
Payment of notes payable ...................... 0 85,000
Net cash provided by financing activities .... 0 85,000
Net increase (decrease) in cash ........ 83,074 (31,725)
--------- ---------
Cash and cash equivalents at the beginning of the
period .............................................. 76,922 82,166
--------- ---------
Cash and cash equivalents at the end of the period .. $ 159,996 $ 50,441
========= =========
The accompanying notes are an integral part of these condensed financial statements.
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SEPRAGEN CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
THREE MONTH PERIOD ENDED MARCH 31, 2002
Note 1 - Basis of Presentation
These condensed financial statements have been presented on a going
concern basis. Sepragen, ("the Company") has incurred recurring losses and cash
flow deficiencies from operations that raise substantial doubt about its ability
to continue as going concern. As of March 31, 2002, the Company had an
accumulated deficit of $18,936,398. The Company will be required to conduct
significant research, development and testing activities which, together with
expense to be incurred for manufacturing, the establishment of large marketing
and distribution presence and other general and administrative expenses, are
expected to result in operating losses for the foreseeable future. Accordingly,
there can be no assurance that the Company will ever achieve profitable
operations. The Company will have to obtain additional financing to support its
operating needs beyond September 30, 2002. The Company is currently pursuing
alternative funding sources to meet its cash flow needs, including private debt
and equity financing. Management intends to use such funding to further its
marketing effort and expand sales. It is uncertain, however, whether the Company
will be successful in such pursuits. No adjustments have been made to the
accompanying condensed financial statements for this uncertainty.
Note 2 - Interim Financial Reporting
The accompanying unaudited interim financial statements have been
prepared pursuant to the rules and regulations for reporting on Form 10-QSB.
Accordingly, certain information and footnotes required by generally accepted
accounting principles in the United States of America have been condensed or
omitted. In the opinion of management, all adjustments consisting of normal
recurring accruals considered necessary for a fair presentation have been
included. Operating results for the three months ended March 31, 2002 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2002. These interim statements should be read in conjunction with
the financial statements and the notes thereto, included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2001.
Note 3- Segment Reporting
The company has two operating segments based on the nature of the
customer's industry, the biotech and food (dairy) and beverage segments. The
chief operating decision-maker is the Company's Chief Executive Officer who
regularly reviews segment performance. There was no revenue in the three months
ended March 31, 2002 from the food and beverage segment. Selling, general and
administrative expenses are not allocated to individual segments. There are no
significant assets that are identifiable to a segment.
Note 4 - Loss per Share
Basic loss per share is calculated using the weighted average number of
common shares outstanding in the period. Diluted loss per share includes
potentially dilutive securities such as outstanding options and warrants, using
the "treasury stock" method and convertible securities using the "if converted"
method. The assumed exercise of options and warrants and assumed conversion of
convertible securities have not been included in the calculation of diluted loss
at March 31, 2002 per share as the effect would be anti-dilutive.
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Item 2 . Management's Discussion and Analysis.
First three months of 2002 compared to first three months of 2001.
The management of the Company believes there is a significant potential
for revenue growth in the biotech sector via direct sales of our existing column
and QuantaSep products and by addition of new products through further
development of existing patents. Despite our cash strapped position, we were
able to register a record booking of $685,000 in the first quarter of 2002.
The results stated below reflect the severely cash-strapped operating
state of the Company over the last 3 months. In the face of such resource
constraints lower revenues are a reflection of the Company's diminished ability
to provide adequate resources for sales and service, to pay vendors and
suppliers and respond quickly to customers.
Our net sales decreased by $97,000 or 27% from $354,000 in the first
three months of 2001 to $257,000 for the comparable period in 2002. The decrease
in sales was primarily due to the cash shortage that hampered our ability to
ship orders on hand. Our back orders, however, stand at a record $759,000 and
are expected to ship over the next two quarters.
Gross profit decreased by $66,000 or 41% from $159,000 in the first
three months of 2001 to $93,000 for the comparable period in 2002. The decrease
in gross profit was due to lower sales. As a percentage of sales, gross profit
decreased by 9% from 45% in the first three months of 2001 to 36% for the same
period in 2002. This decrease of 9% was due to the lower volume resulting in
proportionately higher fixed cost.
Selling, general and administrative expenses increased by $18,000 from
$315,000 in the first quarter of 2001 to $333,000 for the first quarter of 2002.
The increase was due primarily to financing related costs.
Research and development expenses remained the same at $123,000 in the
first quarter of 2001and 2002.
Net loss increased by $87,000 from $279,000 in the first quarter of
2001 to $366,000 for the comparable period in 2002 due to lower revenue and
higher financing related costs.
Inflation. We believe the impact of inflation on our operations has not
been material.
Liquidity and Capital Resources:
We provided cash of $83,000 for operations in the first quarter 2002
and used cash of $57,000 in operations in the first quarter of 2001. Cash
provided in operations in the first quarter of 2002 was the result of net loss
of $366,000 offset by deprecation and amortization of $12,000 and the net change
in operating assets and liabilities which resulted in source of cash of
$437,000. Cash used in operations in the first quarter of 2001 was the result of
net loss incurred for the first quarter of 2001 of $279,000, offset by
depreciation and amortization of $24,000, and the net change in operating assets
and liabilities which resulted in use of cash of $198,000.
Investing activities used cash of $60,000 in the first quarter of 2001.
Financing activities provided cash of $85,000 during the first quarter
of 2001. The cash provided in the first quarter of 2001 resulted from issuance
of convertible notes payable.
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At March 31, 2001 we had cash and cash equivalents of $160,000 as
compared with $77,000 on December 31, 2001. At March 31, 2002, we had a working
capital deficit of $935,000, as compared to working capital deficit of $580,000
at December 31, 2001. The increase in cash in the first quarter of 2002 was a
result of the increases and decreases in cash from operating, investing and
financing activities noted above.
Clearly our working capital must increase significantly to fund the
level of manufacturing and marketing required to meet any growth in demand for
our products in the biotech and nutritional industries during the next several
years. Moreover, we require additional funds to market and develop products as
stated earlier.
Since we do not have credit facilities, most of the required growth
capital will need to come from customers/partners and equity financing. No
assurance can be given, however, that the terms of any contemplated financing or
alliances will be successfully negotiated or that such financing will be
successful in generating the revenue required to make us profitable.
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
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Securities Litigation Reform Act of 1995.
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This report contains or incorporates by reference forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Where any such forward-looking statement includes a statement of the
assumptions or bases underlying such forward-looking statement, we caution that,
while such Assumptions, or bases are believed to be reasonable and are made in
good faith, assumed facts or bases almost always vary from the actual results,
and the differences between assumed facts or bases and actual results can be
material, depending upon the circumstances. Where, in any forward-looking
statement, we expresses expectation or belief as to future results, such
expectation or belief is expressed in good faith and is believed to have a
reasonable basis, but there can be no assurance that the statement of
expectation or belief will result or be achieved or accomplished. The words
"believe," "estimate," "anticipate," and similar expressions may identify
forward-looking statements.
OTHER INFORMATION
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Item 1. Legal Proceedings Not Applicable
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Item 2. Defaults Upon Senior Securities Not Applicable
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Item 3. Submission of Matters to a vote of Security Holders Not Applicable
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Item 4. Other Information Not Applicable
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
SEPRAGEN CORPORATION
DATE: May 20, 2002 By: /s/ VINIT SAXENA
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Vinit Saxena
Chief Executive Officer
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