-----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, NZFuSKM1VIsAhHoJxZMOJm/JHAGqTIczJRGmHQrUEgfSQ8fYfl0ZVZgKYM1Cxjd2 vdDLhxEchXOemYRhYL9qEg== 0000736822-97-000010.txt : 19971015 0000736822-97-000010.hdr.sgml : 19971015 ACCESSION NUMBER: 0000736822-97-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970831 FILED AS OF DATE: 19971014 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: SEC FILE NUMBER: 000-14820 FILM NUMBER: 97694628 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: August 31, 1997 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 October 8, 1997: Common Stock, $. 1 0 Par Value - 8,099,420 IMMUCOR, INC. Condensed Consolidated Balance Sheets August 31 May 31, ASSETS 1997 1997 (Unaudited) (Audited) Current assets: Cash and cash equivalents $15,219,673 $15,718,234 Accounts receivable, net 10,946,967 11,066,519 Accounts receivable, other 1,631,588 1,609,000 Inventories 8,718,715 7,662,764 Income taxes receivable 36,021 38,066 Deferred income taxes 367,898 358,470 Other assets 732,488 677,017 Total current assets 37,653,350 37,130,070 Long-term investment 1,000,000 1,000,000 Property and equipment, at cost 9,164,224 8,985,729 less accumulated depreciation (3,889,330) (3,652,419) 5,274,894 5,333,310 Deferred income taxes 23,176 23,176 Other assets, net 1,407,778 1,401,164 Excess of cost over net tangible assets acquired, net 12,312,285 12,837,926 $57,671,483 $57,725,646 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Borrowings under bank line of cre $548,674 $487,161 Accounts payable 3,442,264 3,136,117 Income taxes payable 479,042 391,616 Accrued salaries and wages 605,528 695,716 Other accrued liabilities 493,044 551,419 Total current liabilities 5,568,552 5,262,029 Long-term debt 10,444,607 10,665,658 Deferred income taxes 648,785 577,091 Shareholders' equity: Common stock, $.10 par value 808,248 807,873 Additional paid-in capital 22,513,805 22,502,930 Retained earnings 20,426,579 19,868,924 Foreign currency translation adju (2,739,093) (1,958,859) Total shareholders' equity 41,009,539 41,220,868 $57,671,483 $57,725,646 See accompanying notes. IMMUCOR, INC. Condensed Consolidated Statements of Income (Unaudited) Three Months Ended August 31, August 31, 1997 1996 Net sales $9,273,479 $7,956,885 Cost of sales 3,847,381 3,137,861 Gross profit 5,426,098 4,819,024 Research and development: Instrument 100,288 18,736 General 161,011 134,132 Selling, gen & admin 4,160,979 3,834,720 Total operating expenses 4,422,278 3,987,588 Income from operations 1,003,820 831,436 Other income 212,796 173,341 Interest expense (166,615) (55,402) Other expense (23,098) (2,000) Total other 23,083 115,939 Inc. before income taxes 1,026,903 947,375 Income taxes 469,248 350,207 Net income $557,655 $597,168 Net income per common and common equivalent $0.07 $0.07 share Weighted average number of common and common equivalent shares outstanding 8,400,726 8,626,358 See accompanying notes. IMMUCOR, INC. Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended August 31, August 31, 1997 1996 OPERATING ACTIVITIES: Net income $557,655 $597,168 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 365,201 362,850 Amortization 151,725 119,456 Changes in assets and liabilities: Accounts receivable 119,552 (139,125) Accounts receivable, other (22,588) Income tax receivable 2,045 (2,389) Inventories (1,055,950) (289,689) Other current assets (61,887) (493,312) Accounts payable 306,145 (115,824) Income taxes payable 87,426 260,014 Other current liabilities (76,869) 11,885 Cash provided by operating activities 372,455 311,034 INVESTING ACTIVITIES: Purchase of / deposits on property and (465,906) (852,541) Decrease in other assets 4,831 4,420 Cash used in investing activities (461,075) (848,121) FINANCING ACTIVITIES: Borrowings under line of credit agrmnts. 67,147 733 Repayment of notes payable (5,035) (335,098) Exercise of stock options 11,250 4,375 Cash provided by (used in) financing act. 73,362 (329,990) EFFECT OF EXCHANGE RATE CHANGES ON CASH (483,303) 328,115 DECREASE IN CASH AND CASH EQUIVALENTS (498,561) (538,962) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 15,718,234 20,533,422 CASH AND CASH EQUIVALENTS AT END OF PERIOD $15,219,673 $19,994,460 See accompanying notes. IMMUCOR, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. 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 month period ended August 31, 1997 are not necessarily indicative of the results that may be expected for the year ending May 31, 1998. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended May 31, 1997. 2. Inventories are stated at the lower of first-in, first-out cost or market: As of August 31, 1997 As of May 31, 1997 Raw materials and supplies $2,474,158 $2,278,107 Work in process 849,428 669,112 Finished goods 5,395,129 4,715,545 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. There is no significant difference between primary and fully diluted per share amounts. IMMUCOR, INC. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Any statements contained herein that are not historical fact are forward- looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties. All forward- looking statements included in this document are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements. Further risks are detailed in the Company's filings with the Securities and Exchange Commission, including those set forth in its Annual Report on Form 10-K for the fiscal year ended May 31, 1997. Financial Condition and Liquidity: As of August 31, 1997, the Company's cash position totaled $15,219,700. During the three months ended August 31, 1997, the Company generated cash from operating activities of $372,500, and the Company used cash to purchase property, plant and equipment of $465,900. 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 August 31, 1997 totaled $9,273,500, an increase of 17% over last year's $7,956,900. Current year results include $1,098,800 in net sales from the operations of Dominion Biologicals Limited acquired in December 1996. Domestic sales increased $490,100, 10% over last year's total. In addition, sales of the Company's European subsidiaries, recorded in their functional currencies, increased 13% over last year's total. However, due to unfavorable rates of foreign exchange in Europe, when translated into U.S. dollars, European sales declined. Gross profit As a percent of sales, gross profit for the three months ended August 31, 1997 totaled 58.5% versus 60.6% last year. The decline in gross profit margin was principally caused by unfavorable rates of foreign exchange in Europe which increased the cost of goods purchased in U.S. dollars and sold in local currencies. Operating expenses As compared to last year, contract research and development costs increased $81,600. In the prior year period, two ABS2000 automated analyzers previously expensed as research and development were sold to the Company's Canadian distributor, and the sale ($70,000) was recorded as a reduction of research and development costs. No comparable offset of contract research and development occurred in the current year. Selling, general and administrative expenses for the three month period ended August 31, 1997 increased $326,300 over the same period last year. Most of the increase, $265,300, is due to the inclusion of Dominion Biologicals Limited's operating results in the current year. Interest expense When compared to the prior year three month period, interest expense grew $111,200. This increase is the result of the acquisition of Dominion Biologicals Limited which was financed with the proceeds of a bank loan and the issuance of subordinated promissory notes. Income taxes As a percent of pretax income, income tax expense increased during the three month period ended August 31, 1997, principally due to the earnings of several of its foreign subsidiaries being subject to higher income tax rates than the US tax rate. 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 Statement re: computation of per share earnings. 27 Financial data schedule. (b) The Company did not file any reports on Form 8-K during the three months ended August 31, 1997. 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: October 10, 1997 \s\Edward L. Gallup Edward L. Gallup, President \s\Richard J. Still 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 August 31, August 31, 1997 1996 Net income $557,655 $597,168 Weighted average number of common shares and common share equivalents are as follows: Weighted average common shares outstanding 8,080,324 8,055,035 Shares issued from assumed exercise of dilutive options and warrant 320,402 571,323 Weighted average number of shares outstanding (as adjusted) 8,400,726 8,626,358 Net income per common and common equivalent share $0.07 $0.07 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. IMMUCOR, INC. EXHIBITS Exhibit 11.1 Statement re: computation of per share earnings. (continued) Fully diluted income per share calculations: Three Months Ended August 31, August 31, 1997 1996 Net income $557,655 $597,168 Weighted average number of common shares and common share equivalents are as follows: Weighted average common shares outstanding 8,080,324 8,055,035 Shares issued from assumed exercise of dilutive options and warrant 320,402 603,912 Weighted average number of shares outstanding (as adjusted) 8,400,726 8,658,947 Net income per common and common equivalent share $0.07 $0.07 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. EX-27 3
5 3-MOS MAY-31-1998 AUG-31-1997 15,219,673 0 12,578,555 0 8,718,715 37,653,350 9,164,224 3,889,330 57,671,483 5,568,552 10,444,607 0 0 808,248 40,201,291 57,671,483 9,273,479 9,273,479 3,847,381 3,847,381 4,422,278 0 166,615 1,026,903 469,248 557,655 0 0 0 557,655 .07 .07
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