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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-QSB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-11303
SYNBIOTICS CORPORATION
(Exact name of small business issuer as specified in its charter)
California 95-3737816
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11011 Via Frontera
San Diego, California 92127
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (858) 451-3771
Check whether the issuer (1) 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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [_]
As of August 11, 1999, 9,188,595 shares of Common Stock were outstanding.
Transitional Small Business Disclosure Format: Yes [_] No [X]
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In March 1999, we recognized $1,453,000 of non-refundable license fee revenue
related to the amendment of a supply agreement with Merial Limited ("Merial") in
exchange for giving Merial broadened U.S. distribution rights. After initial
consultations with our independent accounting firm, and based on our belief that
our future commitments would be insignificant, we recorded the $1,453,000 cash
received as revenue in the first quarter of 1999. Upon further review of the
facts and circumstances, we remain contractually obligated to continue to supply
Merial with product under this agreement. Based on this, and recent trends in
the accounting profession, we decided it would be more appropriate to recognize
the revenue over the remaining six year life of the supply agreement even though
the cash was received. As a result, we are amending our Quarterly Report on Form
10-QSB for the quarterly period ended June 30, 1999 to reflect the adjustment to
the license fee revenue.
SYNBIOTICS CORPORATION
INDEX
Page
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Part I Condensed Consolidated Statement of Operations and Comprehensive Income -
Three and six months ended June 30, 1999 and 1998 3
Condensed Consolidated Balance Sheet -
June 30, 1999 and December 31, 1998 4
Condensed Consolidated Statement of Cash Flows -
Six months ended June 30, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6
Management's Discussion and Analysis or Plan of Operation 9
Part II Other Information 16
-2-
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (continued)
Synbiotics Corporation
Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)
- ------------------------------------------------------------------------------
(unaudited)
- -----------
Three Months Ended June 30, Six Months Ended June 30,
----------------------------- -----------------------------
1999 1998 1999 1998
------------ ------------ ------------ ------------
Revenues:
Net sales $ 8,336,000 $ 8,936,000 $ 17,726,000 $ 17,737,000
License fees 66,000 126,000
Royalties 2,000 65,000 5,000 139,000
------------ ------------ ------------ ------------
8,404,000 9,001,000 17,857,000 17,876,000
Operating expenses:
Cost of sales 3,409,000 3,859,000 7,486,000 7,905,000
Research and development 576,000 592,000 1,136,000 1,113,000
Selling and marketing 1,782,000 1,572,000 3,800,000 3,163,000
General and administrative 1,401,000 880,000 2,816,000 2,119,000
Patent litigation settlement 4,601,000 4,601,000
------------ ------------ ------------ ------------
7,168,000 11,504,000 15,238,000 18,901,000
------------ ------------ ------------ ------------
Income (loss) from operations 1,236,000 (2,503,000) 2,619,000 (1,025,000)
Other income (expense):
Interest, net (286,000) (258,000) (613,000) (515,000)
------------ ------------ ------------ ------------
Income (loss) before income taxes 950,000 (2,761,000) 2,006,000 (1,540,000)
Provision for (benefit from) income taxes 477,000 (1,148,000) 942,000 (618,000)
------------ ------------ ------------ ------------
Income before extraordinary item 473,000 (1,613,000) 1,064,000 (922,000)
Early extinguishment of debt, net of tax 116,000
------------ ------------ ------------ ------------
Net income (loss) 473,000 (1,613,000) 1,180,000 (922,000)
Cumulative translation adjustment (350,000) 188,000 (1,254,000) (60,000)
------------ ------------ ------------ ------------
Comprehensive income (loss) $ 123,000 $ (1,425,000) $ (74,000) $ (982,000)
============ ============ ============ ============
Basic income (loss) per share:
Income (loss) from continuing operations $ 0.05 $ (0.19) $ 0.11 $ (0.12)
Early extinguishment of debt, net of tax 0.01
------------ ------------ ------------ ------------
Net income (loss) $ 0.05 $ (0.19) $ 0.12 $ (0.12)
============ ============ ============ ============
Diluted income (loss) per share:
Income (loss) from continuing operations $ 0.05 $ (0.19) $ 0.11 $ (0.12)
Early extinguishment of debt, net of tax 0.01
------------ ------------ ------------ ------------
Net income (loss) $ 0.05 $ (0.19) $ 0.12 $ (0.12)
============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements.
-3-
Item 1. Financial Statements (continued)
Synbiotics Corporation
Condensed Consolidated Balance Sheet
- ------------------------------------
June 30, December 31,
1999 1998
------------ ------------
(unaudited) (audited)
Assets
Current assets:
Cash and equivalents $ 5,610,000 $ 4,357,000
Securities available for sale 1,384,000 1,613,000
Accounts receivable 5,075,000 4,135,000
Inventories 5,620,000 5,179,000
Deferred tax assets 279,000 341,000
Other current assets 621,000 820,000
------------ ------------
Total current assets 18,589,000 16,445,000
Property and equipment, net 2,026,000 1,774,000
Goodwill 12,603,000 13,372,000
Deferred tax assets 7,181,000 7,873,000
Deferred debt issuance costs 551,000 653,000
Other assets 4,674,000 5,329,000
------------ ------------
$ 45,624,000 $ 45,446,000
============ ============
Liabilities and Shareholders' Equity:
Current liabilities:
Accounts payable and accrued expenses $ 4,255,000 $ 5,217,000
Current portion of long-term debt 1,000,000 2,000,000
Income taxes payable 186,000
Deferred revenue 242,000
------------ ------------
Total current liabilities 5,683,000 7,217,000
------------ ------------
Long-term debt 6,314,000 6,716,000
Deferred revenue 1,090,000
Other liabilities 1,429,000 1,369,000
------------ ------------
8,833,000 8,085,000
------------ ------------
Mandatorily redeemable common stock 2,349,000 2,287,000
------------ ------------
Non-mandatorily redeemable common stock and other shareholders' equity:
Common stock, no par value, 24,800,000 share authorized,
8,548,000 and 8,246,000 shares issued and outstanding at
June 30, 1999 and December 31, 1998 39,172,000 38,134,000
Common stock warrants 1,003,000 1,003,000
Accumulated other comprehensive income (758,000) 496,000
Accumulated deficit (10,658,000) (11,776,000)
------------ ------------
Total non-mandatorily redeemable common stock and other
shareholders' equity 28,579,000 27,857,000
------------ ------------
$ 45,624,000 $ 45,446,000
============ ============
See accompanying notes to condensed consolidated financial statements.
-4-
Item 1. Financial Statements (continued)
Synbiotics Corporation
Condensed Consolidated Statement of Cash Flows (unaudited)
- ----------------------------------------------------------
Six Months Ended June 30,
--------------------------------
1999 1998
------------ ------------
Cash flows from operating activities:
Net income (loss) $ 1,180,000 $ (922,000)
Adjustments to reconcile net income (loss) to net cash provided
by (used for) operating activities:
Depreciation and amortization 1,231,000 929,000
Early extinguishment of debt (200,000)
Changes in assets and liabilities:
Account receivable (940,000) (1,680,000)
Inventories (441,000) (15,000)
Deferred taxes 754,000 (664,000)
Other assets 707,000 (177,000)
Accounts payable and accrued expenses (246,000) 833,000
Income taxes payable 186,000 (91,000)
Deferred revenue 1,332,000
Other liabilities 59,000 3,922,000
------------ ------------
Net cash provided by operating activities 3,685,000 2,135,000
------------ ------------
Cash flows from investing activities:
Acquisition of property and equipment (432,000) (252,000)
Investment in securities available for sale (133,000)
Proceeds from sale of securities available for sale 229,000
------------ ------------
Net cash (used for) investing activities (203,000) (385,000)
------------ ------------
Cash flows from financing activities:
Payments of long-term debt (1,300,000) (633,000)
Mandatorily redeemable stock issuance costs (16,000)
Proceeds from issuance of common stock, net 325,000 (63,000)
------------ ------------
Net cash (used for) financing activities (975,000) (712,000)
------------ ------------
Net increase in cash and equivalents 2,507,000 1,038,000
Effect of exchange rates on cash (1,254,000) (60,000)
Cash and equivalents - beginning of period 4,357,000 2,190,000
------------ ------------
Cash and equivalents - end of period $ 5,610,000 $ 3,168,000
============ ============
See accompanying notes to condensed consolidated financial statements.
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Item 1. Financial Statements (continued)
SYNBIOTICS CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited)
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Note 1 - Interim Financial Statements:
The accompanying condensed consolidated balance sheet as of June 30, 1999 and
the condensed consolidated statements of operations and comprehensive income and
of cash flows for the three and six month periods ended June 30, 1999 and 1998
have been prepared by Synbiotics Corporation (the "Company") and have not been
audited. The condensed consolidated financial statements of the Company include
the accounts of its wholly-owned subsidiary Synbiotics Europe SAS. All
significant intercompany transactions and accounts have been eliminated in
consolidation. These financial statements, in the opinion of management, include
all adjustments (consisting only of normal recurring accruals) necessary for a
fair presentation of the financial position, results of operations and cash
flows for all periods presented. The financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-KSB filed for the year ended December 31,
1998. Interim operating results are not necessarily indicative of operating
results for the full year.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Note 2 - Extraordinary Item:
In February 1999, the Company repaid the $1,000,000 note issued in conjunction
with the March 1998 acquisition of Prisma Acquisition Corp., which was due in
March 1999, for $800,000. As a result, in the first quarter of 1999 the Company
recognized a $116,000 extraordinary gain upon early extinguishment of the debt,
net of income taxes totaling $84,000.
Note 3 - Inventories:
Inventories consist of the following:
June 30, December 31,
1999 1998
----------- -------------
(unaudited) (audited)
Raw materials $2,331,000 $2,219,000
Work in progress 786,000 904,000
Finished goods 2,503,000 2,056,000
---------- ----------
$5,620,000 $5,179,000
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Item 1. Financial Statements (continued)
SYNBIOTICS CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited)
- --------------------------------------------------------------------------------
Note 4 - Earnings (Loss) per Share:
The following is a reconciliation of net income (loss) and share amounts used in
the computations of income (loss) per share:
Three Months Ended June 30, Six months Ended June 30,
----------------------------- ---------------------------
1999 1998 1999 1998
------------- -------------- ------------- ------------
(unaudited) (unaudited) (unaudited) (unaudited)
Basic net income (loss) used:
Income (loss) from continuing operations $ 473,000 $(1,613,000) $1,064,000 $ (922,000)
Less accretion of mandatorily redeemable
common stock (31,000) (37,000) (62,000) (72,000)
---------- ----------- ---------- ----------
Income (loss) from continuing operations
used in computing basic income (loss)
from continuing operations per share 442,000 (1,650,000) 1,002,000 (994,000)
Early extinguishment of debt, net of tax 116,000
---------- ----------- ---------- ----------
Net income (loss) used in computing basic
net income (loss) per share $ 442,000 $(1,650,000) $1,118,000 $ (994,000)
========== =========== ========== ==========
Diluted net income (loss) used:
Income (loss) from continuing operations $ 473,000 $(1,613,000) $1,064,000 $ (922,000)
Less accretion of mandatorily redeemable
common stock (31,000) (37,000) 62,000 (72,000)
---------- ----------- ---------- ----------
Income (loss) from continuing operations
used in computing diluted income (loss)
from continuing operations per share 442,000 (1,650,000) 1,002,000 (994,000)
Early extinguishment of debt, net of tax 116,000
---------- ----------- ---------- ----------
Net income (loss) used in computing diluted
net income (loss) per share $ 442,000 $(1,650,000) $1,118,000 $ (994,000)
========== =========== ========== ==========
Shares used:
Weighted average common shares outstanding
used in computing basic income (loss) per share 9,071,000 8,669,000 9,003,000 8,508,000
Weighted average options and warrants to
purchase common stock as determined by
application of the treasury method 381,000 365,000
---------- ----------- ---------- ----------
Shares used in computing diluted income (loss)
per share 9,452,000 8,669,000 9,368,000 8,508,000
========== =========== ========== ==========
-7-
Item 1. Financial Statements (continued)
SYNBIOTICS CORPORATION
Notes to Condensed Consolidated Financial Statements (unaudited)
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Weighted average options and warrants to purchase common stock as determined by
the application of the treasury method and weighted average shares of common
stock issuable upon assumed conversion of debt totaling 680,000 shares and
674,000 shares have been excluded from the shares used in computing diluted net
loss for the three and six months ended June 30, 1998, as their effect is anti-
dilutive. In addition, warrants to purchase 284,000 shares of common stock at
$4.54 per share have been excluded from the shares used in computing diluted net
loss per share for the three and six months ended June 30, 1999 and 1998 as
their exercise price is higher than the weighted average market price for those
periods, as well as their effect is anti-dilutive for the three and six months
ended June 30, 1998.
Note 5 - Segment Information and Significant Customers:
The Company has determined that it has only one reportable segment based on the
fact that all of its products are animal health products. Although the Company
sells diagnostic, vaccine and instrument products, it does not base its business
decision making on a product category basis.
The following are revenues for the Company's diagnostic, vaccine and instrument
products:
Three Months Ended June 30, Six months Ended June 30,
--------------------------- -------------------------
1999 1998 1999 1998
---- ---- ---- ----
(unaudited) (unaudited) (unaudited) (unaudited)
Diagnostics $ 6,748,000 $ 6,472,000 $ 14,138,000 $ 13,664,000
Vaccines 1,347,000 2,381,000 3,106,000 3,990,000
Instruments 241,000 83,000 482,000 83,000
Other revenues 68,000 65,000 131,000 139,000
------------ ------------ ------------- -------------
$ 8,404,000 $ 9,001,000 $ 17,857,000 $ 17,876,000
============ ============ ============= =============
The following are revenues and long-lived asset information by geographic area:
Three Months Ended June 30, Six months Ended June 30,
--------------------------- -------------------------
1999 1998 1999 1998
---- ---- ---- ----
(unaudited) (unaudited) (unaudited) (unaudited)
Revenues:
United States $ 6,189,000 $ 6,573,000 $ 12,585,000 $ 13,515,000
France 814,000 1,168,000 2,202,000 2,798,000
Other foreign countries 1,401,000 1,260,000 3,070,000 1,563,000
------------ ------------ ------------- -------------
$ 8,404,000 $ 9,001,000 $ 17,857,000 $ 17,876,000
============ ============ ============= =============
June 30, December 31,
1999 1998
---- ----
(unaudited) (audited)
Long-lived assets:
United States $ 12,793,000 $ 13,038,000
France 7,061,000 8,090,000
------------- -------------
$ 19,854,000 $ 21,128,000
============= =============
-8-
The Company had sales to one customer totaling $1,690,000 during the three
months ended June 30, 1999. Sales to one customer totaled $2,292,000 during the
six months ended June 30, 1999. During the six months ended June 30, 1998, sales
to two customers totaled $5,835,000.
Item 2. Management's Discussion and Analysis or Plan of Operation
The information contained in this Management's Discussion and Analysis or Plan
of Operation and elsewhere in this Quarterly Report on Form 10-QSB/A contains
both historical financial information and forward-looking statements. We do not
provide forecasts of future financial performance. While we are optimistic about
our long-term prospects, the historical financial information may not be
indicative of future financial performance. In fact, future financial
performance may be materially different than the historical financial
information presented herein. Moreover, the forward-looking statements about
future business or future results of operations are subject to significant
uncertainties and risks, which could cause actual future results to differ
materially from what is suggested by the forward-looking information. The
following risk factors should be considered in evaluating our forward-looking
statements and assessing our future financial condition, results of operations
and cash flows:
The market in which we operate is intensely competitive, particularly with
regard to our key canine heartworm diagnostic products, and many of our
competitors are larger and more established
The market for animal health care products is extremely competitive. Companies
in the animal health care market compete to develop new products, to market and
manufacture products efficiently, to implement effective research strategies,
and to obtain regulatory approval. Our current competitors include
significantly larger companies such as Pfizer Animal Health, Merial S.A.S. (the
successor to Rhone-Merieux), Schering-Plough and IDEXX Laboratories. These
companies are substantially larger and have greater financial, manufacturing,
marketing, and research resources than we do. Our current competitors also have
extensive expertise in conducting pre-clinical and clinical testing of new
products and in obtaining the necessary regulatory approvals to market products.
In addition, IDEXX Laboratories prohibits its distributors from selling
competitors' products, including ours. Further, additional competition could
come from new entrants to the animal health care market. We cannot assure you
that we will be able to compete successfully in the future or that competition
will not harm our business.
Our canine heartworm products constitute a large portion of our sales. In
addition to our historic competition with IDEXX Laboratories, the sales leader
in this product category, our sales were substantially affected in 1999 by a new
heartworm product from Heska Corporation. We have filed a lawsuit against
Heska, claiming that its heartworm product infringes our patent
We have a history of losses and an accumulated deficit
Although we generated profits for the years ended December 31, 1997 and 1996, we
did not achieve profitability for the year ended December 31, 1998 and we have
had a history of losses. We have incurred a consolidated accumulated deficit of
$10,658,000 at June 30, 1999. We may not achieve profitability again and if we
are profitable in the future there can be no assurance that profitability can be
sustained.
We depend on third party manufacturers
We contract for the manufacture of some of our products, including all of our
vaccines, our Witness(R), VetRED(R) and ICT Gold(TM) diagnostic kits, and
our SCA 2000(TM) instrument. We also expect that some of our anticipated new
products will be manufactured by third parties. In addition, some of the
products manufactured for us by third parties, including Witness(R),
VetRED(R) and ICT Gold(TM) are licensed to us by their manufacturers. There
are a number of risks associated with our dependence on third-party
manufacturers including:
. reduced control over delivery schedules;
. quality assurance;
. manufacturing yields and costs;
. the potential lack of adequate capacity during periods of excess demand;
. limited warranties on products supplied to us; and
-9-
. increases in prices and the potential misappropriation of our
intellectual property.
If our third party manufacturers fail to supply us with an adequate number of
finished products, our business would be significantly harmed. We have no long-
term contracts or arrangements with any of our vendors that guarantee product
availability, the continuation of particular payment terms or the extension of
credit limits.
In addition, sales of our feline leukemia virus ("FeLV") vaccine to Merial
S.A.S. and other distributors for resale in Europe will be at risk unless our
manufacturer, Bio-Trends International, Inc. ("Bio-Trends"), obtains European
Union regulatory approvals for its manufacturing facilities. Loss of these
sales would have a material adverse effect on our profitability and our cash
flows.
If we encounter delays or difficulties in our relationships with our
manufacturers, the resulting problems could have a material adverse effect on
us. In fact, all of our vaccine products (exclusive of our FeLV and canine
corona virus products) were manufactured using bulk antigen fluids that were
supplied by a third party. The supply agreement expired and we were unable to
locate a replacement supplier for these bulk antigen fluids. We decided to
discontinue the sales of the affected products once our remaining supplies were
exhausted, which occurred during the third quarter of 1999. Sales of the
affected products totaled $2,073,000, $1,596,000 and $1,225,000 during 1998,
1997 and 1996, respectively.
We rely on third party distributors for a substantial portion of our sales, but
we are experiencing difficulties with the distribution channel
During the year ended December 31, 1998, sales to two distributors totaled 33%
of our net sales. Because we have historically depended upon distributors for
such a large portion of our sales, our ability to establish and maintain an
adequate sales and marketing capability in any or all of our targeted markets
may be impaired. Our failure to independently sell and market our products
could materially harm our business. Further, distributor agreements render our
sales exposed to the efforts of third parties who are not employees of
Synbiotics and over whom we have no control. Their failure to generate
significant sales of our products could materially harm our business. Reduction
by these distributors of the quantity of our products which they distribute
would materially harm our business. In addition, IDEXX Laboratories'
prohibition against its distributors carrying competitors' products, including
ours, has and could continue to make some distributors unavailable to us. We
adopted a similar policy in the second quarter of 1999, which caused some of our
distributors to abandon our product line. Although we have rescinded this
policy, we do not expect to get the distributors back to any meaningful extent.
We are also exposed to the risk that any sales by us directly to veterinarians
could alienate our current distributors.
Our direct selling efforts may not succeed
We are increasing our efforts to sell our products directly to veterinarians,
including by telesales and over the Internet. We are inexperienced in large-
scale direct selling efforts and may not be able to successfully execute this
strategy. Also, veterinarians have traditionally relied on distributors, and
the number of veterinarians willing to purchase directly from manufacturers may
be smaller than we believe.
Our profitable vaccine sales in Europe may decline soon
Merial distributes in Europe our FeLV vaccine, which we obtain from Bio-Trends.
Our gross profit in 1998 on these sales of FeLV to Merial in Europe was
$520,000. Merial has exercised a contractual right which will enable it, in
2002, to introduce its own FeLV vaccine product in Europe. If Merial does so,
our sales to Merial in Europe would probably decline sharply.
There is no assurance that acquired businesses can be successfully combined
There can be no assurance that the anticipated benefits of the 1998 acquisition
of Prisma Acquisition Corp. ("Prisma"), the 1997 acquisition of the veterinary
diagnostics business of Synbiotics Europe SAS ("SBIO-E"), or any other future
acquisitions (collectively, the "Acquired Business") will be realized.
Acquisitions of businesses involve numerous risks, including difficulties in the
assimilation of the operations, technologies and products of the Acquired
Business, introduction of different distribution channels, potentially dilutive
issuances of equity and/or increases in leverage and risk resulting from
issuances of debt securities, the need to establish internally operating
functions which had been previously provided pre-acquisition by a corporate
parent, accounting charges, operating companies in different geographic
locations with different cultures, the potential loss of key employees of the
Acquired Business, the diversion of management's attention from other business
concerns and the risks of
-10-
entering markets in which we have no or limited direct prior experience. In
addition, there can be no assurance that the acquisitions will not have a
material adverse effect upon our business, results of operations, financial
condition or cash flows, particularly in the quarters immediately following the
consummation of the acquisition, due to operational disruptions, unexpected
expenses and accounting charges which may be associated with the integration of
the Acquired Business and us, as well as operating and development expenses
inherent in the Acquired Business itself as opposed to integration of the
Acquired Business.
We depend on key executives and personnel
Our future success will depend, to a significant extent, on the ability of our
management to operate effectively, both individually and as a group.
Competition for qualified personnel in the animal health care products industry
is intense, and we may not be successful in attracting and retaining such
personnel. There are only a limited number of persons with the requisite skills
to serve in those positions and it may become increasingly difficult to hire
such persons.
The loss of the services of any of our key personnel or the inability to attract
or retain qualified personnel could harm our business.
We rely on new and recent products
We rely to a significant extent on new and recently developed products, and
expect that we will need to continue to introduce new products to be successful
in the future. There can be no assurance that we will obtain and maintain
market acceptance of our products. There can be no assurance that future
products will meet applicable regulatory standards, be capable of being produced
in commercial quantities at acceptable cost or be successfully commercialized.
There can be no assurance that new products can be manufactured at a cost or in
quantities necessary to make them commercially viable. If we are unable to
produce internally, or to contract for, a sufficient supply of our new products
on acceptable terms, or if we should encounter delays or difficulties in our
relationships with manufacturers, the introduction of new products would be
delayed, which could have a material adverse effect on our business.
We may need additional capital in the future
We currently anticipate that our existing cash balances and short term
investments and cash flow expected to be generated from future operations will
be sufficient to meet our liquidity needs for at least the next twelve months.
However, we may need to raise additional funds if our estimates of revenues,
working capital and/or capital expenditure requirements change or prove
inaccurate or in order for us to respond to unforeseen technological or
marketing hurdles or to take advantage of unanticipated opportunities.
Further, our future capital requirements will depend on many factors beyond our
control or ability to accurately estimate, including continued scientific
progress in our product and development programs, the cost of manufacturing
scale-up, the costs involved in preparing, filing, prosecuting, maintaining and
enforcing patent claims, the cost involved in patent infringement litigation,
competing technological and market developments, and the cost of establishing
effective sales and marketing arrangements. In addition, we expect to review
potential acquisitions that would compliment our existing product offerings or
enhance our technical capabilities. While we have no current agreements or
negotiations underway with respect to any such acquisition, any future
transaction of this nature could require potentially significant amounts of
capital. Such funds may not be available at the time or times needed, or
available on terms acceptable to us. If adequate funds are not available, or
are not available on acceptable terms, we may not be able to take advantage of
market opportunities, to develop new products, or to otherwise respond to
competitive pressures. This inability could materially harm our business.
In July 1997, we obtained $15,000,000 of debt financing from Banque Paribas, of
which $11,493,000 was used in connection with our acquisition of portions of
Rhone Merieux S.A.S. The $15,000,000 included a $5,000,000 revolving line of
credit. Draws by us under this line of credit are subject to certain
requirements and can be used only for certain purposes. Additionally, Banque
Paribas requires us to maintain certain financial ratios and levels of tangible
net worth and also restricts our ability to pay dividends and make loans,
capital expenditures, or investments without its consent.
-11-
If adequate funds are not available to us, or if they are not available on terms
reasonably favorable to us, we may need to delay, reduce, or eliminate one or
more of our research and development programs. Any of these events would impair
our competitive position and harm our business.
Our canine heartworm business is seasonal
Our operations are seasonal due to the success of our canine heartworm
diagnostic products. Our sales and profits tend to be concentrated in the first
half of the year as our distributors prepare for the heartworm season by
purchasing diagnostic products for resale to veterinarians. The operations of
SBIO-E have reduced our seasonality as sales of their large-animal diagnostic
products tend to occur evenly throughout the year. We believe that increased
sales of our instrument products will also reduce our seasonality.
Our failure to adequately establish or protect our proprietary rights may
adversely effect us
We rely on a combination of patent, copyright, and trademark laws, and on trade
secrets and confidentiality provisions and other contractual provisions to
protect our proprietary rights. These measures afford only limited protection.
We currently have 11 issued U.S. patents and several pending patent
applications. Our means of protecting our proprietary rights in the U.S. or
abroad may not be adequate and competitors may independently develop similar
technologies. Our future success will depend in part on our ability to protect
our proprietary rights and the technologies used in our principal products.
Despite our efforts to protect our proprietary rights, unauthorized parties may
attempt to copy aspects of our products or to obtain and use trade secrets or
other information that we regard as proprietary. In addition, the laws of some
foreign countries do not protect our proprietary rights as fully as do the laws
of the U.S. Issued patents may not preserve our proprietary position. Even if
they do, competitors or others may develop technologies similar to or superior
to our own. If we do not enforce and protect our intellectual property, our
business will be harmed.
From time to time, third parties, including our competitors, have asserted
patent, copyright, and other intellectual property rights to technologies that
are important to us. We expect that we will increasingly be subject to
infringement claims as the number of products and competitors in the animal
health care market increases.
The results of any litigated matter are inherently uncertain. In the event of
an adverse result in any litigation with third parties that could arise in the
future, we could be required to:
. pay substantial damages, including treble damages if we are held
to have willfully infringed;
. cease the manufacture, use and sale of infringing products;
. expend significant resources to develop non-infringing
technology; or
. obtain licenses to the infringing technology.
Licenses may not be available from any third party that asserts intellectual
property claims against us on commercially reasonable terms, or at all.
Also, litigation is costly regardless of its outcome and can requires
significant management attention. For example, in 1997, Barnes-Jewish Hospital
filed an action against claiming that our canine heartworm diagnostic products
infringe their patent. We settled this lawsuit, but there can be no assurance
that we would be able to resolve similar incidents in the future.
Also, because our patents and patent applications cover novel diagnostic
approaches,
. the patent coverage which we receive could be significantly narrower
than the patent coverage we seek in our patent applications; and
. our patent positions involve complex legal and factual issues which
can be hard for patent examiners or lawyers asserting patent coverage
to successfully resolve.
Because of this, our patent position could be vulnerable and our business could
be materially harmed.
-12-
The U.S. patent application system also exposes us to risks. In the United
States, the first party to make a discovery is granted the right to patent it
and patent applications are maintained in secrecy until the underlying patents
issue. For these reasons, we can never know if we are the first to discover
particular technologies. Therefore, we can never be certain that our
technologies will be patented and we could become involved in lengthy,
expensive, and distracting disputes concerning whether we were the first to make
the disputed discovery. Any of these events would materially harm our business.
Our business is regulated by the United States and various foreign governments
Our business is subject to substantial regulation by the United States
government, most notably the United States Department of Agriculture, and the
French government. In addition, our operations may be subject to future
legislation and/or rules issued by domestic or foreign governmental agencies
with regulatory authority relating to our business. There can be no assurance
that we will continue to be in compliance with any of these regulations.
For marketing outside the United States, we, and our suppliers, are subject to
foreign regulatory requirements, which vary widely from country to country.
There can be no assurance that we, and our suppliers, will meet and sustain
compliance with any such requirements. In particular, our sales of feline
leukemia virus vaccine to Merial S.A.S. or other distributors for resale in
Europe will be at risk unless Bio-Trends, our supplier, obtains European Union
regulatory approvals for its manufacturing facilities.
Our liability insurance may prove inadequate
Our products carry an inherent risk of product liability claims and associated
adverse publicity. While we have maintained product liability insurance for
such claims to date, we cannot be certain that this type of insurance will
continue to be available to us or that, if it is available, that it can be
obtained on acceptable terms. Also, our current coverage limits may not be
adequate. Any claim against us which results in our having to pay damages in
excess of our coverage limits will materially harm our business. Even if such a
claim is covered by our existing insurance, the resulting increase in insurance
premiums or other charges would increase our expenses and harm our business.
We use hazardous materials
Our business requires that we store and use hazardous materials and chemicals,
including radioactive compounds. Although we believe that our procedures for
storing, handling, and disposing of these materials comply with the standards
prescribed by local, state, and federal regulations, the risk of accidental
contamination or injury from these materials cannot be completely eliminated.
If any of these materials were mishandled, or if an accident with them occurred,
the consequences could be extremely damaging and we could be held liable for
them. Our liability for such an event would materially harm our business and
could exceed all of our available resources for satisfying it.
Results of Operations
Our net sales for the second quarter of 1999 decreased by $600,000 or 7% from
the second quarter of 1998. The decrease in our net sales reflects a net
increase in our sales of diagnostic products of approximately $242,000, a
decrease in our vaccine product sales of approximately $1,000,000 and an
increase in our instrument sales of $158,000. The increase in the sales of our
diagnostic products is primarily due to an increase in our canine heartworm
diagnostics sales of 4%. The increased canine heartworm diagnostics sales were
due to increases in the sales of our rapid canine heartworm diagnostic tests,
resulting from the success of our WITNESS(R) product (which we introduced in the
U.S. in the third quarter of 1998), and further increases in our DiroCHEK(R)
sales; however, our sales of our canine heartworm diagnostic products have been
impacted by increased competition. The decreased vaccine sales reflected a
decrease of 45% in sales of bulk FeLV vaccine (related to the timing of
shipments as requested by our OEM customer), and a 42% decrease in sales of
vaccines to private label partners resulting from the phase-out of sales of most
of our Synbiotics-labeled vaccines. Our instrument business, which we acquired
in March 1998, contributed 3% of our sales for the second quarter of 1999, as
compared with less than 1% for the prior year.
Our net sales for the six months ended June 30, 1999 decreased by $11,000 from
the six month period ended June 30, 1998. The decrease in our net sales
reflects a net increase in our sales of diagnostic products of approximately 3%,
a decrease in our vaccine product sales of 22% and an increase in our instrument
sales of 483%. The increase in the sales of our diagnostic products is due
primarily to an increase in our canine heartworm diagnostic sales of 8%. The
increased canine heartworm diagnostics sales were due to increases in the sales
of our rapid canine heartworm diagnostic tests, resulting from the success of
our WITNESS(R) product
-13-
(which we introduced in the U.S. in the third quarter of 1998), and further
increases in our DiroCHEK(R) sales; however, our sales of our canine heartworm
diagnostic products have been impacted by increased competition. The decreased
vaccine sales reflected a decrease of 16% in sales of bulk FeLV vaccine (related
to the timing of shipments as requested by our OEM customer) and a 27% decrease
in sales of vaccines to private label partners resulting from the phase-out of
sales of most of our Synbiotics-labeled vaccines. Our instrument business, which
we acquired in March, 1998, contributed 3% of sales for the first six months of
1999, compared with less than 1% for the prior year.
All of our vaccine products (exclusive of our FeLV vaccine products) were
manufactured using bulk antigen fluids that were supplied by a third party. The
supply agreement expired and we were unable to locate a replacement supplier for
these bulk antigen fluids. We decided to discontinue the sales of the affected
products once our remaining supplies were exhausted, which occurred during the
third quarter of 1999. Sales of the affected products totaled $2,073,000 and
$1,596,000 during 1998 and 1997, respectively.
Although veterinary products manufacturers, including us, have traditionally
relied on distributors, we have been increasing our direct sales of products to
veterinarians via telesales and the Internet as part of a focused strategy. In
addition, we stopped selling to several distributors and to Vedco, Inc., a
distributor co-op, in the second quarter of 1999.
Our cost of sales as a percentage of our net sales was 41% during the second
quarter of 1999 compared to 43% during the second quarter of 1998 (i.e., our
gross margin increased to 59% from 57%). The higher gross margin is a direct
result of three factors: i) a high percentage of our sales relate to products
manufactured by us rather than by third party manufacturers; ii) a decrease in
our sales of lower margin vaccines, and iii) the fact that a significant portion
of our manufacturing costs are fixed costs. Among our major products, our
DiroCHEK(R) canine heartworm diagnostic products are manufactured at our
facilities, whereas our WITNESS(R), ICT GOLD(TM) HW, VetRED(R) and all our
vaccines are manufactured by third parties. In addition to affecting our gross
margins, outsourcing of manufacturing renders us relatively more dependent on
the third-party manufacturers. Our cost of sales as a percentage of our net
sales was 42% during the six months ended June 30, 1999 compared to 45% during
the six months ended June 30, 1998 (i.e. our gross margins increased to 58% from
55%). The higher gross margins are a result of the three factors mentioned
above.
In March 1999, we amended (effective July 1, 1998) our FeLV vaccine supply
agreement with Merial Limited ("Merial"). Since 1992, we have supplied Bio-
Trends-manufactured FeLV vaccine to Merial in the United States. This has
included shipments to Merial at our cost, while Merial has paid a royalty to us
on their sales of Merial-labeled FeLV vaccine. In exchange for $1,500,000 in
cash ($1,453,000 of which we are recognizing ratably over the remaining term of
the supply agreement, and the remainder was applied to royalties receivable from
Merial), the revised supply agreement broadens Merial's U.S. distribution rights
(which had been an area of ongoing discussions) and eliminates the royalty. In
addition, we will work with Merial to try to have Bio-Trends supply FeLV vaccine
directly to Merial for U.S. distribution. Our FeLV vaccine sales to Merial for
U.S. resale totaled $2,029,000 and $1,309,000 during 1998 and 1997,
respectively. If Merial buys its FeLV vaccine for U.S. resale from Bio-Trends
instead of from us, we will lose net sales but have a higher overall gross
margin. In the meantime, we will continue to resell Bio-Trends-supplied FeLV
vaccine to Merial at no profit for U.S. resale. Our sales of our own VacSyn and
other FeLV-labeled vaccine products, our sales of Bio-Trends supplied FeLV
vaccine to Merial S.A.S. in France, which are at a profit rather than at cost,
and the collaborative research relationship between Merial and us were not
affected by this amendment.
Our research and development expenses during the second quarter of 1999
decreased $16,000 or 3% from the second quarter of 1998 and increased during the
six months ended June 30, 1999 by $23,000 or 2% over the six months ended June
30, 1998. The decrease for the quarter relates to the timing of external
research projects and the increase for the six months is primarily due to an
increase in personnel costs resulting from the March 1998 acquisition of Prisma.
Our research and development expenses as a percentage of our net sales were 7%
during the second quarters of 1999 and 1998, and were 6% during the six months
ended June 30, 1999 and 1998. We expect our research and development expenses
to increase during the remainder of 1999 due to further development of our
instrument product line.
Our selling and marketing expenses during the second quarter of 1999 increased
by $210,000 or 13% over the second quarter of 1998, and increased $637,000 or
20% over the six months ended June 30, 1998. The increase is due primarily to
the addition of an outbound telemarketing group during the third quarter of
1998, increased royalties due to the 1998 introduction of our WITNESS(R)
products, an increase in our field sales force during the fourth quarter of 1998
and an increase in promotional programs. Our selling and marketing expenses as
a percentage of our net sales were 21% and 18% during the second quarter of 1999
and 1998, respectively, and were 21% and 18% during the six months ended June
30, 1999 and 1998, respectively.
We have experienced increased competition in certain of our U.S. distribution
channels, arising primarily from Heska's attempt to
-14-
launch a canine heartworm diagnostic product. In response, in addition to the
patent infringement lawsuit, we have significantly revised some of our
distribution strategies and policies, and we continue to increase our own
marketing capabilities. We will continue to increase our investment in sales and
marketing to expand our field sales force and our telemarketing and Internet
sales efforts. In the second quarter of 1999, we decided to require our full-
line distributors to carry our heartworm diagnostics exclusively. As a result of
this policy, we terminated our relationship with several of our U.S.
distributors in the second quarter of 1999. We believe that our remaining
exclusive distributors, coupled with our own marketing efforts, may be able to
substantially mitigate the sales lost from the terminated distribution
arrangements.
Our general and administrative expenses during the second quarter of 1999
increased by $521,000 or 59% over the second quarter of 1998 and increased
$697,000 or 33% over the six months ended June 30, 1998. The increase is due
primarily to an increase in personnel costs resulting from the March 1998
acquisition of Prisma, legal expenses related to the Heska patent litigation,
and the fact that we reclassified $463,000 of legal expenses relating to
settlement of patent litigation from general and administrative expenses during
the second quarter of 1998. Our general and administrative expenses as a
percentage of our net sales were 17% and 10% during the second quarters of 1999
and 1998, respectively, and were 16% and 12% during the six months ended June
30, 1999 and 1998, respectively.
Our royalty income during the second quarter of 1999 and for the six months
ended June 30, 1999 decreased from the prior periods as a result of our amended
supply agreement with Merial (see above); we will no longer receive royalties
beginning in 1999. Our royalty income totalled $317,000 and $332,000 during
1998 and 1997, respectively.
Our combined effective tax rate was 47% during the first six months of 1999 as
compared to 40% during the first six months of 1998. The increase in our
effective rate is due primarily to an increase in our state income tax expense
resulting from certain states' taxes being calculated on our net worth rather
than our net income.
Our operations have become seasonal due to the success of our canine heartworm
diagnostic products. Our sales and profits tend to be concentrated in the first
half of the year, as our distributors prepare for the heartworm season by
purchasing diagnostic products for resale to veterinarians. The operations SBIO-
E have reduced our seasonality as sales of their large-animal diagnostic
products tend to occur evenly throughout the. We believe that increased sales
of our instruments and supplies would also reduce seasonality.
Financial Condition
We believe that our present capital resources, which included working capital of
$12,906,000 at June 30, 1999, are sufficient to meet our current working capital
needs and service our debt for at least the next twelve months. However,
pursuant to a debt agreement with Banque Paribas, we are required to maintain
certain financial ratios and levels of tangible net worth and we are also
restricted in our ability to pay dividends and make loans, capital expenditures
or investments without Banque Paribas' consent. As of June 30, 1999, we had
outstanding principal balances on our Banque Paribas debt of $8,000,000, and may
borrow up to $5,000,000 (subject to a borrowing base calculation) on our
revolving line of credit.
In February 1999, we repaid the $1,000,000 note issued in conjunction with the
acquisition of Prisma for $800,000, and recognized a $116,000 extraordinary
gain, net of income taxes totaling $84,000, during the first quarter of 1999.
Impact of the Year 2000 Issue
The year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. Embedded
microprocessors or computer programs that have date-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could result in a system failure or miscalculation causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices or engage in similar normal business activities.
We have determined that the financial systems used in our U.S. operations are
not year 2000 compliant. Although the software manufacturer has provided the
necessary software to make the systems year 2000 compliant, we have also
determined that our current information system is inadequate to meet our growth
goals and objectives. We have selected an enterprise resource planning system,
and began implementation of the new system in March 1999. The total cost of the
new system (including software, hardware and implementation) is expected to be
approximately $1,000,000, for which we have obtained lease financing. The new
system is year 2000 compliant.
-15-
The computer systems of SBIO-E are not affected by the year 2000 issue as new
systems were implemented during 1998, and those systems are year 2000 compliant.
We have also determined that our telephone systems and equipment used in our
manufacturing and research and development processes are year 2000 compliant.
We have been notified by our major suppliers and customers that they are testing
their systems for year 2000 compliance, and to the best of their knowledge those
systems are year 2000 compliant. In the event that these suppliers' and
customers' systems in fact fail to become year 2000 compliant and the suppliers
and customers suffer disruptions in their own operations, there could be a
material adverse impact on our results of operations and financial condition
beginning in 2000. The greatest disruption would occur if third-party
manufacturers of our diagnostic products and vaccines were interrupted due to
their own, or their own suppliers', year 2000 problems.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Arbitration of Contractual Dispute Between Synbiotics Corporation and Bio-Trends
- --------------------------------------------------------------------------------
International, Inc.
- ------------------
In November 1998, Bio-Trends International, Inc. ("Bio-Trends"), our supplier of
feline leukemia virus ("FeLV") vaccine, declared our previously exclusive
domestic rights to the vaccine to be non-exclusive, based on an alleged
insufficiency of marketing expenditures by us. We filed an arbitration action
against Bio-Trends, seeking a declaration that our rights remain exclusive. On
June 9, 1999, the arbitrator ruled that our rights were no longer
exclusive.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders was held on June 30, 1999. The following
matters were submitted to a vote, with the results indicated below:
(a) Election of directors:
Broker
Nominee For Against Abstain Withheld Non-votes
------- --- ------- ------- -------- ---------
Patrick Owen Burns 7,795,275 n/a n/a 488,772 0
Kenneth M. Cohen 7,801,675 n/a n/a 482,372 0
James C. DeCesare 7,756,425 n/a n/a 487,622 0
Brenda D. Gavin, DVM 7,793,775 n/a n/a 490,272 0
M. Blake Ingle, Ph.D. 7,798,075 n/a n/a 485,972 0
Donald E. Phillips 7,796,575 n/a n/a 487,472 0
Joseph Klein III 7,799,125 n/a n/a 484,922 0
-16-
(b) Approval of the amendment of the Company's 1995 Stock
Option/Stock Issuance Plan:
For: 4,485,539 Against: 996,920 Abstain: 76,987 Broker Non-votes:
2,724,601
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
--------
10.49 Amendment Number Three To Agreement Regarding
Licensing, Development, Marketing and Manufacturing
between the Registrant and Binax, Inc. dated April 20,
1999.
10.50 1995 Stock Option/Stock Issuance Plan, as amended.
27 Financial Data Schedule (for electronic filing purposes
only).
(b) Reports on Form 8-K
-------------------
On April 2, 1999, we filed an amended Form 8-K with regard to an
event dated July 9, 1997, providing revised financial statements
and revised pro forma financial information pertaining to our
1997 acquisition of SBIO-E.
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.
SYNBIOTICS CORPORATION
Date: April 10, 2000 /s/ Michael K. Green
------------------------------------------
Michael K. Green
Senior Vice President and Chief Financial
Officer (signing both as a duly authorized
officer and as principal financial officer)
-17-
EXHIBIT INDEX
Exhibit No. Exhibit
- ---------- -------
10.49 Amendment Number Three To Agreement Regarding Licensing,
Development, Marketing and Manufacturing between the Registrant
and Binax, Inc. dated April 20, 1999.
10.50 1995 Stock Option/Stock Issuance Plan, as amended.
27 Financial Data Schedule (for electronic filing purposes only).
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