-----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, VlU/7C+Be/yqq49mbaee1GjlTsKcBL4efQc5LLUg8P0Urq6QVZifcxNniPHww4kP jqog1N7x+5WItPGjlsos0g== 0000891092-03-002780.txt : 20031016 0000891092-03-002780.hdr.sgml : 20031016 20031016084954 ACCESSION NUMBER: 0000891092-03-002780 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031016 ITEM INFORMATION: FILED AS OF DATE: 20031016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ABAXIS INC CENTRAL INDEX KEY: 0000881890 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 770213001 STATE OF INCORPORATION: CA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19720 FILM NUMBER: 03942894 BUSINESS ADDRESS: STREET 1: 3240 WHIPPLE STREET 2: ROAD CITY: UNION CITY STATE: CA ZIP: 94587 BUSINESS PHONE: (510) 675-6500 MAIL ADDRESS: STREET 1: 3240 WHIPPLE STREET 2: ROAD CITY: UNION CITY STATE: CA ZIP: 94587 8-K 1 e15902_8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 16, 2003 ---------- ABAXIS, INC. (Exact name of registrant as specified in its charter) California 000-19720 77-0213001 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer) incorporation or organization) Identification No.) 3240 Whipple Road, Union City, CA 94587 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (510) 675-6500 ------------------------------------------------------ (Former name or address, if changes since last report) Item 12. On October 16, 2003, the Company released its quarterly earnings announcement which is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety. Exhibit No. Description - ----------- ----------- 99.1 Press release dated October 16, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated this 16th day of October, 2003. Abaxis, Inc. By: /s/ Alberto Santa Ines ---------------------------- Alberto Santa Ines Chief Financial Officer INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 99.1 Press release dated October 16, 2003. EX-99.1 3 e15902ex99_1.txt PRESS RELEASE Exhibit 99.1 ABAXIS Reports Record Financial Results for the Second Quarter of Fiscal 2004 Record Quarterly Reagent Disc Sales of 549,400 Units as Total Quarterly Revenues Up 32% From Prior Year Period UNION CITY, Calif., Oct. 16 /PRNewswire/ -- ABAXIS, Inc. (Nasdaq: ABAX), a medical products company manufacturing point-of-care blood analysis systems, today reported record financial results for its second fiscal quarter ended September 30, 2003. Highlights for the second fiscal quarter of fiscal 2004 include: * Quarterly revenues of $11.5 million, the third consecutive quarter of revenues exceeding $10 million and a 32% increase over the same period last year. * Diluted earnings per share of $0.05 for the quarter ended September 30, 2003, compared to a diluted loss per share of $(0.01) in the same period last year. * U.S. sales of $9.8 million, a 31% increase over the same period last year. * International sales of $1.7 million, a 41% increase over the same period last year. * Medical sales of $1.6 million, representing 14% of total revenues. * Recurring reagent disc and HMT reagent revenue of $6.7 million, a 24% increase over the same period last year. * More than 549,000 units of reagent discs sold, resulting in the fifth consecutive quarter of record reagent disc sales. * Medical reagent disc sales of 43,000 units, a 126% increase over the same period last year. * Record veterinary reagent discs sales of 507,000 units, an 18% increase over the same period last year. Quarterly Results: For the second fiscal quarter, Abaxis reported record total revenues of $11.5 million, as compared with revenues of $8.7 million for the comparable period last year, an increase of 32 percent. The Company reported diluted net income per share of $0.05 (calculated based on 18,933,000 shares) compared to a diluted net loss per share of $(0.01) (calculated based on 16,534,000 shares) for the same period last year. Net income before accrued preferred dividends and accretion of the value attributable to the beneficial conversion feature of previously issued preferred stock for the quarter was $1,066,000 compared to $101,000 for the same period last year, an increase of $965,000. The increase in revenue and net income before accrued preferred dividends and accretion of the value attributable to the beneficial conversion feature of preferred stock were the result of record reagent disc sales and increased instrument placements, representing increases of 24 percent and 61 percent, respectively, over the same period last year. Six Months Results: For the six-month period ended September 30, 2003, Abaxis reported total revenues of $21.8 million, as compared with revenues of $16.1 million for the comparable period last year, an increase of 36 percent. Net income before accrued preferred dividends and accretion of the value attributable to the beneficial conversion feature of preferred stock for the first six months of fiscal 2004 was $1,929,000, as compared to $406,000 for the same period last year, an increase of $1,523,000. The Company reported diluted net income per share of $0.08 (calculated based on 18,170,000 shares) compared to a diluted net loss per share of $(0.03) (calculated based on 16,463,000 shares). Other Reported Information: Recurring reagent disc and HMT reagent revenue for the second fiscal quarter was $6.7 million, up 24 percent over the $5.4 million reported in the same period last year. During the quarter, the Company sold 549,400 medical and veterinary reagent discs, an increase of 22 percent compared to 449,000 medical and veterinary reagent discs sold during the same period last year. The Company sold 2,729 veterinary HMT reagent kits during the quarter, up 22 percent compared to 2,230 HMT reagent kits sold for the same period last year. The number of shares used in calculating diluted net income per share for the Company increased by 1,453,000 shares resulting from (a) the elective conversion of a portion of the Company's preferred stock into 157,000 shares of common stock, (b) the inclusion of 1,224,000 shares issuable upon the exercise of employee stock options because such options are now 'in-the-money' as the per share exercise price of such options no longer exceeds the fair market value of Abaxis common stock, (c) the issuance of 29,000 shares of common stock upon the exercise of warrants and options, and (d) the inclusion of 43,000 shares due to the change in the weighted average number of common shares outstanding from the first fiscal quarter of 2004. Thus, diluted net income per share increased both over the previous quarter and over the same period last year despite that total outstanding common stock shares over which net income is spread increased by 8.3% and 14.5%, respectively. Separately, as announced, yesterday, October 15, 2003, all of Abaxis' Series E Preferred Stock converted into shares of the Company's common stock, resulting in the conversion of 4,450 shares of Series E Preferred Stock into 684,615 additional shares of common stock subsequent to September 30, 2003. The automatic conversion means that Abaxis will no longer have to pay semi- annual dividends in cash or stock in an annual amount of $65.00 per share of Series E Preferred Stock. In addition, should the closing price of Abaxis' common stock as reported on the Nasdaq National Market continue to exceed $14.00 per share through October 28, 2003, all shares of Abaxis' Series D Preferred Stock will automatically convert on that date. Clint Severson, chairman, president and chief executive officer, commented, "The quarter saw strong revenue contributions from all product lines on a comparable year-over-year basis. We are particularly pleased that international sales registered a 41 percent increase for the quarter over the same period last year, tracking with the upward trend that we have been experiencing in domestic sales in the past four quarters. Selected international markets represent new opportunities for all of our product lines and we are dedicated to the strategic development of those markets." Mr. Severson continued, "The introduction of three new Piccolo medical panels during the quarter completes the full array of human medical panels as defined by the Center for Medicare and Medicaid Services for reimbursement. The full array, together with Medicare and Medicaid reimbursement, positions the Piccolo line of products for greater acceptance and penetration in the majority of the 25,000 physician office labs, urgent care centers, and small hospitals in the U.S. where the Piccolo represents a formidable diagnostic tool relative to convenience, cost and clinical utility. This full medical panel array is an important product offering for our outstanding sales team to continue the penetration of these key markets." Conference Call Abaxis has scheduled a conference call to discuss its financial results at 4:15 p.m. ET Thursday, October 16, 2003. Participants can dial 800-967-7134 or 719-457-2625 to access the conference call, or can listen via a live Internet web cast which can be found at www.abaxis.com. A replay of the call is available by visiting www.abaxis.com for the next 30 days or by calling 719-457-0820, access code 699011, through October 18, 2003. This press release is also available prior to and after the call via Abaxis' website or the Securities Exhange Commission's website at www.sec.gov. About Abaxis ABAXIS develops, manufactures and markets portable blood analysis systems for use in any veterinary or human patient-care setting to provide clinicians with rapid blood constituent measurements. The system consists of a compact, 6.9 kilogram, portable analyzer and a series of single-use plastic discs, called reagent discs that contain all the chemicals required to perform a panel of up to 12 tests. The system can be operated with minimal training and performs multiple routine tests on whole blood, serum or plasma samples. The system provides test results in less than 15 minutes with the precision and accuracy equivalent to a clinical laboratory analyzer. In addition to the blood chemistry analysis system, the Company markets a hematology analysis system. The hematology system, the VetScan HMT, is purchased from MELET SCHLOESING Laboratories of France ("MELET") through a cross OEM agreement. MELET markets the VetScan as the MScan in certain European markets. This press release includes statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). ABAXIS claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward- looking statements are often characterized by the terms "may," "believes," "projects," "expects," or "anticipates," and do not reflect historical facts. Specific forward-looking statements contained in this press release include, but are not limited to, risks and uncertainties related to fluctuations in the Company's share price prior to October 28, 2003, the market acceptance of the Company's products and the continuing development of its products, risks associated with manufacturing and distributing its products on a commercial scale free of defects, risks associated with entering the human diagnostic market on a larger scale, risks related to the protection of the Company's intellectual property or claims of infringement of intellectual property asserted by third parties, risks involved in carrying of inventory, risks associated with the ability to attract, train and retain competent sales personnel, general market conditions, competition and other risks detailed from time to time in ABAXIS' periodic reports filed with the United States Securities and Exchange Commission. Forward-looking statements speak only as of the date the statement was made. ABAXIS does not undertake and specifically disclaims any obligation to update any forward-looking statements. Abaxis, Inc. Summary of Financial Information (unaudited and in thousands, except per share data) Three Months Ended Six Months Ended September 30 September 30 2003 2002 2003 2002 Net revenues $11,523 $8,700 $21,849 $16,116 Costs and operating expenses: Cost of revenues 5,641 4,653 10,861 8,372 Selling, general and administrative 3,567 3,030 6,784 5,416 Research and development 1,218 935 2,250 1,940 Total costs and operating expenses 10,426 8,618 19,895 15,728 Income from operations 1,097 82 1,954 388 Other income (expense), net (31) 19 (25) 18 Net income $1,066 $ 101 $1,929 $406 Basic net income (loss) per share (a) $0.05 $(0.01) $0.09 $(0.03) Diluted net income (loss) per share (a) $0.05 $(0.01) $0.08 $(0.03) Weighted average number of common shares outstanding used for basic net income (loss) per share 17,149 16,534 17,036 16,463 Weighted average number of common and common equivalent shares outstanding used for diluted net income (loss) per share 18,933 16,534 18,170 16,463 (a) Net income attributable to common shareholders used in the computation of diluted net income per share for the three months ended September 30, 2003 was $879,000, which includes dividends of $187,000. Net income attributable to common shareholders used in the computation of diluted net income per share for the six months ended September 30, 2003 was $1,538,000, which includes dividends of $391,000. Net loss attributable to common shareholders used in the computation of diluted net loss per share for the three months ended September 30, 2002 was $131,000, which includes dividends of $232,000. Net loss attributable to common shareholders used in the computation of diluted net loss per share for the six months ended September 30, 2002 was $421,000, which includes dividends of $457,000 and a non-cash dividend charge of $370,000 related to the beneficial conversion feature contained in the Company's Series E Preferred Stock issued in April 2002. Balance Sheet Data: (unaudited and in thousands) September 30, March 31, 2003 2003 Current assets: Cash and cash equivalents $13,691 $10,430 Trade receivables (net) 7,346 7,482 Inventories 5,584 4,982 Prepaid expenses 385 667 Total current assets 27,006 23,561 Property and equipment, net 8,324 8,580 Deposits and other assets 190 227 Total assets $35,520 $32,368 Current liabilities: Accounts payable $2,265 $2,084 Dividends payable 391 408 Accrued payroll and related expenses 2,245 1,811 Other accrued liabilities 402 377 Warranty reserve 169 123 Deferred revenue 386 378 Current portion of capital lease obligations 35 58 Current portion of long-term debt 467 467 Total current liabilities 6,360 5,706 Non-current liabilities: Capital lease obligations, less current portion 27 38 Long-term debt, less current portion 233 466 Deferred rent 370 321 Deferred revenue, less current portion 349 318 Commission obligation, less current portion 75 75 Total non-current liabilities 1,054 1,218 Redeemable convertible preferred stock, Series E 2,056 3,176 Shareholders' equity: Convertible preferred stock, Series D 1,963 3,143 Common stock 84,033 80,608 Accumulated deficit (59,946) (61,483) Total shareholders' equity 26,050 22,268 Total liabilities, convertible preferred stock and shareholders' equity $35,520 $32,368 Reconciliation of Net Income to Net Income (loss) Attributable to Common Shareholders (in thousands) Three Months Ended Six Months Ended September 30 September 30 2003 2002 2003 2002 Net Income $1,066 $101 $1,929 $406 Accrued dividends (187) (232) (391) (457) Accretion of value attributable to beneficial conversion feature -- -- -- (370) Net income (loss) attributable to common shareholders $879 $(131) $1,538 $(421) Customer and Geographic Information (in thousands) Three Months Ended Six Months Ended September 30 September 30 2003 2002 2003 2002 United States $9,789 $7,473 $18,751 $13,753 International 1,734 1,227 3,098 2,363 Total revenues $11,523 $8,700 $21,849 $16,116 Customer and Market Information (in thousands) Three Months Ended Six Months Ended September 30 September 30 2003 2002 2003 2002 Medical Market $1,618 $581 $3,214 $1,374 Veterinary Market 9,324 7,515 17,516 13,839 Other 581 604 1,119 903 Total revenues $11,523 $8,700 $21,849 $16,116 SOURCE ABAXIS, Inc. -0- 10/16/2003 /CONTACT: Clint Severson, Chief Executive Officer of ABAXIS, Inc., +1-510-675-6500; or Retail: Joe Dorame, or Institutional/Analysts: Joe Diaz, both of RCG Capital Markets Group, +1-480-675-0400, for ABAXIS, Inc./ /Web site: http://www.abaxis.com / (ABAX) CO: ABAXIS, Inc. ST: California IN: HEA MTC SU: CCA ERN -----END PRIVACY-ENHANCED MESSAGE-----