-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QGQRxr7/yqjtoAyFPImKGeHLiAzNKQDMUUROl54rxUbTYikBxJmzNZpTurtD2Lri BjNamT4nQTGvbkC+Ed0aMw== 0000736822-96-000006.txt : 19960416 0000736822-96-000006.hdr.sgml : 19960416 ACCESSION NUMBER: 0000736822-96-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960229 FILED AS OF DATE: 19960415 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUCOR INC CENTRAL INDEX KEY: 0000736822 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 222408354 STATE OF INCORPORATION: GA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-14820 FILM NUMBER: 96547206 BUSINESS ADDRESS: STREET 1: 3130 GATEWAY DR STREET 2: PO BOX 5625 CITY: NORCROSS STATE: GA ZIP: 30091 BUSINESS PHONE: 4044412051 MAIL ADDRESS: STREET 1: 3130 GATEWAY DR STREET 2: P O BOX 5625 CITY: NORCROSS STATE: GA ZIP: 30091 10-Q 1 FORM 10-Q Securities and Exchange Commission Washington, D. C. 20549 (Mark One) X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For Quarter Ended : February 29, 1996 OR _ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number : 0-14820 IMMUCOR, INC. (Exact name of registrant as specified in its charter) Georgia 22-2408354 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3130 Gateway Drive P.O. Box 5625 Norcross, Georgia 30091-5625 (Address of principal executive offices) (Zip Code) Registrant's telephone number : (770) 441-2051 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of April 10, 1996: Common Stock, $.10 Par Value - 7,951,611 PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements IMMUCOR, INC. Balance Sheets February 29, May 31, ASSETS 1996 1995 (Unaudited) (Audited) Current assets: Cash and cash equivalents $19,432,175 $18,741,681 Accounts receivable, net 8,794,138 8,009,967 Inventories 5,775,802 5,469,966 Income tax receivable 31,240 76,455 Deferred income taxes 247,488 250,387 Other 898,375 720,592 Total current assets 35,179,218 33,269,048 Long-term investment 1,000,000 1,000,000 Property, plant and equipment, at cos 6,212,310 5,222,975 less accumulated depreciation (3,031,460) (2,364,503) 3,180,850 2,858,472 Other assets 568,820 353,043 Excess of cost over net tangible assets acquired 6,085,539 6,498,679 $46,014,427 $43,979,242 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Bank loans $263,595 $241,639 Accounts payable 2,502,878 2,425,510 Income taxes payable 710,784 519,708 Accrued salaries and wages 453,015 683,032 Other accrued liabilities 105,752 298,101 Total current liabilities 4,036,024 4,167,990 Long-term debt 4,431,717 5,744,238 Shareholders' equity: Common stock, $.10 par value 1,002,082 981,780 Additional paid-in capital 28,190,212 27,031,185 Retained earnings 17,590,491 15,256,375 Cost of shares held in treasury (8,466,284) (8,455,035) Cumulative translation adjustment (769,815) (747,291) Total equity 37,546,686 34,067,014 $46,014,427 $43,979,242 See accompanying notes. IMMUCOR, INC. Statements of Income (Unaudited) Three Mos. Ended Nine Mos. Ended Feb. 29, Feb. 28, Feb. 29, Feb. 28, 1996 1995 1996 1995 Net sales $8,073,228 $7,234,450 $22,831,459 $21,476,209 Cost of sales 3,155,882 2,585,080 8,630,135 8,384,007 Gross profit 4,917,346 4,649,370 14,201,324 13,092,202 Research & development: Instrument 133,143 243,927 373,798 586,184 General 124,056 120,259 367,788 362,485 Selling, general and admin. 3,684,671 3,149,640 10,388,531 9,150,764 Total operating expenses 3,941,870 3,513,826 11,130,117 10,099,433 Income from operations 975,476 1,135,544 3,071,207 2,992,769 Other income 292,814 141,553 676,865 451,739 Interest expense (68,650) (102,625) (237,978) (362,457) Other expense (4,640) (250) (5,392) Total other 224,164 34,288 438,637 83,890 Income before income taxes 1,199,640 1,169,832 3,509,844 3,076,659 Provision for income taxes 411,484 449,852 1,175,728 1,220,090 Net income $788,156 $719,980 $2,334,116 $1,856,569 Net income per common and common equivalent share $0.09 $0.09 $0.27 $0.24 Weighted average number of common and common equivalent shares outstanding 8,884,564 7,746,718 8,801,288 7,756,591 See accompanying notes. IMMUCOR, INC. Statements of Cash Flows (Unaudited) Nine Months Ended February 29, February 28, 1996 1995 CASH PROVIDED BY OPERATING ACTIVITIES Net income $2,334,116 $1,856,569 Adjustments to reconcile net income to net cash provided by operations: Depreciation 758,308 560,244 Amortization 170,423 269,027 Changes in assets and liabilities: Increase in accounts receivable (700,801) (975,203) Increase in inventories (305,836) (11,369) Increase in other current assets (143,213) (200,915) Increase/(Decrease) in accounts payable (5,093) 340,714 Increase/(Decrease) in accrued liabs (231,290) (143,324) Cash provided by operating activities 1,876,614 1,695,743 CASH USED IN INVESTING ACTIVITIES: Purchases of/deposits on prop. & equip (1,224,209) (786,487) Other 12,406 40,000 Cash used in investing activities (1,211,803) (746,487) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from line of credit 21,956 Repayment of bank loans (1,065,191) (1,178,154) Exercise of stock options 1,168,080 10,884 Cash provided/(used) in financing activities 124,845 (1,167,270) Effect of exchange rate changes on cash (99,162) (1,590) INCREASE IN CASH AND CASH EQUIVALENTS 690,494 (246,884) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 18,741,681 18,303,252 CASH AND CASH EQUIVALENTS AT END OF PERIOD $19,432,175 $18,056,368 See accompanying notes. IMMUCOR, INC. Notes to Financial Statements (Unaudited) 1. In the opinion of management, the information furnished reflects all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods. Revenues from product sales are recognized at the time of shipment. 2. Inventories are stated at the lower of first-in, first-out cost or market: As of Feb. 29, 1996 As of May 31, 1995 Raw materials and supplies $1,763,810 $1,551,354 Work in process 786,250 819,296 Finished goods 3,225,742 3,099,316 3. Net income per common share: Net income per common share is computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the respective periods. Common share and common share equivalents were 8,884,564 and 8,801,288 in the 1996 three and nine month comparable periods, and 7,746,718 and 7,756,591 in the 1995 three and nine month periods. There is no significant difference between primary and fully diluted per share amounts. 4. Domestic and foreign operations: Information concerning the Company's domestic and foreign operations is summarized below: Three Months Ended February 29, 1996: Net Revenues United States Europe Eliminations Consolidated Unaffiliated customers $4,278,307 $3,794,921 $8,073,228 Affiliates 750,883 27,815 ($778,698) 0 Total 5,029,190 3,822,736 (778,698) 8,073,228 Income from operations 819,863 150,743 4,870 975,476 Identifiable assets 30,055,173 18,538,509 (2,579,255) 46,014,427 Nine Months Ended February 29, 1996: Net Revenues United States Europe Eliminations Consolidated Unaffiliated customers $11,970,382 $10,861,077 $22,831,459 Affiliates 2,485,719 77,673 ($2,563,392) 0 Total 14,456,101 10,938,750 (2,563,392) 22,831,459 Income from operations 2,467,822 595,551 7,834 3,071,207 Identifiable assets 30,055,173 18,538,509 (2,579,255) 46,014,427 Sales to affiliates are valued at market prices. 5. Accounting for income taxes: The provision for income tax expense for the three months and nine months ended February 29, 1996 was $411,484, and $1,175,728, respectively. The information required to determine the current and deferred portion of these provisions was not available. IMMUCOR, INC. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Financial Condition and Liquidity: As of February 29, 1996, the Company's cash position totaled $19,432,200. For the nine months ended February 29, 1996, the Company generated cash from operating activities of $1,876,600 and repaid $1,065,200 (1,500,000 DM) of bank debt in Germany. The Company does not have any material capital commitments. Management believes that the Company's current cash balance, internally generated funds, and amounts available under the lines of credit are sufficient to support operations for the foreseeable future. Management also believes additional credit lines would be available should the need arise. Results of Operations: Net sales Net sales for the three months ended February 29, 1996, were $8,073,200 compared to $7,234,500 in the prior year three month period, and for the nine month period, net sales totaled $22,831,500 versus $21,476,200 last year. Net sales increased 12% in the third quarter compared to a year ago, with higher sales in the Company's German and Italian affiliates of $357,700, and $481,000 in the U.S. and balance of the world. This increase was principally due to continued growth in sales of the Company's Capturer product line. Gross profit Gross profit, as a percentage of sales revenue, in the current year third quarter totaled 60.9% compared to last year's 64.3%. However, year-to-date, the gross profit percentage increased 1.2%. The decline in gross profit percentage in the current year third quarter can be attributed to lower levels of production as compared to a year ago. Operating expenses Selling, general and administrative expense for the three and nine month period ended February 29, 1996, increased $535,000 and $1,237,800 respectively, compared to the 1995 periods. This increase in spending can principally be attributed to higher levels of depreciation expense, the addition of sales and marketing personnel, both in the U.S. and Europe, trade show expense, journal advertising and costs related to the launch of the ABS2000. This increase was partially offset by a decline in instrument research and development expenses for the three and nine months ended February 29, 1996 of $110,800 and $212,400 respectively, in the comparable periods last year. The decline in instrument research and development expenses reflects the completion of the development phase of the Company's blood bank instrument project, known as the ABS2000. Other income Other income increased $151,300 during the three months ended February 29, 1996 as compared to the same period last year, primarily due to higher interest rates in the current year period over last year, which increased earnings on invested cash reserves and favorable rates of foreign exchange in Europe as compared to last year. Interest expense Interest expense declined $34,000 during the three months ended February 29, 1996, and $124,500 in the nine months ended February 29, 1996, as compared to the same three and nine month periods last year. The decline in interest expense was due the Company refinancing its Deutsche Mark denominated debt and reducing its outstanding principal loan balance in Germany as compared to last year (see Financial Condition and Liquidity.) Provision for income taxes As a percent of pretax income, the provision for income taxes declined during the three and nine months ended February 29, 1996, over the prior year. The Company's operations in Europe generated a positive contribution to pretax income in the current year versus a loss in the prior year. However, no provision for income taxes was recorded in Europe in the current year as European operations had sufficient net operating loss carryforwards to offset the tax liability created by current year income. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) The Company has filed the following exhibits with this report: 11.1 Statement re computation of per share earnings. 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. IMMUCOR, INC. (Registrant) Date: April 15, 1996 \s\Edward L. Gallup President \s\Richard J. Still Senior Vice President -Finance (Principal Accounting Officer) EX-11 2 IMMUCOR, INC. EXHIBITS Exhibit 11.1 Statement re computation of per share earnings. Primary income per share calculations: Three Months Ended Nine Months Ended Feb. 29, Feb. 28, Feb. 29, Feb. 28, 1996 1995 1996 1995 Net income $788,156 $719,980 $2,334,116 $1,856,569 Weighted average number of common shares and common share equivalents are as follows: Weighted average common shares outstanding 7,907,620 7,695,081 7,830,203 7,692,914 Shares issued from assumed exercise of options and warrants 745,471 51,637 780,028 63,677 Weighted average number of shares outstanding (as adjusted) 8,653,091 7,746,718 8,610,231 7,756,591 Net income per common and common equivalent share $0.09 $0.09 $0.27 $0.24 Fully diluted income per share calculations: Three Months Ended Nine Months Ended Feb. 29, Feb. 28, Feb. 29, Feb. 28, 1996 1995 1996 1995 Net income $788,156 $719,980 $2,334,116 $1,856,569 Weighted average number of common shares and common share equivalents are as follows: Weighted average common shares outstanding 7,907,620 7,695,081 7,830,203 7,692,914 Shares issued from assumed exercise of options and warrants 976,944 51,637 971,085 63,677 Weighted average number of shares outstanding (as adjusted) 8,884,564 7,746,718 8,801,288 7,756,591 Net income per common and common equivalent share $0.09 $0.09 $0.27 $0.24 Note: shares issued from assumed exercise of options and warrants include the number of incremental shares which result from applying the "treasury stock method" for options and warrants in 1996 and 1995, APB 15, paragraph 36. EX-27 3
5 9-MOS MAY-31-1996 FEB-29-1996 19,432,175 0 8,794,138 0 5,775,802 35,179,218 6,212,310 3,031,460 46,014,427 4,036,024 4,431,717 0 0 1,002,082 36,544,604 46,014,427 22,831,459 22,831,459 8,630,135 8,630,135 11,130,117 0 237,978 3,509,844 1,175,728 2,334,116 0 0 0 2,334,116 .27 .27
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