For the
quarter ended September 30, 2003
Commission file number 1-10184
ABATIX CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
75-1908110
(I.R.S. Employer Identification number)
8201
Eastpoint Drive, Suite 500 Dallas, Texas 75227
(Address of principal executive offices)
Registrant's telephone number, including area code: (214) 381-0322
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 twelve 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
Inidicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12-6-2 of the Exchange Act.). Yes No X
Common stock outstanding at October 30, 2003 was 1,711,148.
September 30, | |||||
2003 | December 31, | ||||
Assets
|
(Unaudited) |
2002 | |||
Current assets: | |||||
Cash | $ | 9,714 | $ | 19,642 | |
Trade accounts receivable, net of allowance for doubtful | |||||
accounts of $394,647 in 2003 and $390,910 in 2002 | 7,959,842 | 8,392,300 | |||
Inventories | 6,037,754 | 6,165,125 | |||
Prepaid expenses and other current assets | 797,784 | 786,190 | |||
Deferred income taxes | 218,327 |
216,170 | |||
Total current assets | 15,023,421 | 15,579,427 | |||
Receivables from officers and employees | 271 | 1,275 | |||
Property and equipment, net | 1,226,150 | 1,091,915 | |||
Deferred income taxes | 423,134 | 380,544 | |||
Other assets | 80,450 |
76,742 | |||
$ | 16,753,426 |
$ | 17,129,903 |
||
Liabilities and Stockholders' Equity | |||||
Current liabilities: | |||||
Notes payable to bank | $ | 4,786,559 | $ | 4,963,203 | |
Accounts payable | 2,362,173 | 2,537,847 | |||
Accrued compensation | 206,677 | 322,518 | |||
Other accrued expenses | 492,697 |
615,475 | |||
Total current liabilities | 7,848,106 |
8,439,043 | |||
Stockholders' equity: | |||||
Preferred stock - $1 par value, 500,000 shares authorized; none issued | - | - | |||
Common stock - $.001 par value, 5,000,000 shares authorized; | |||||
2,437,314 shares issued in 2003 and 2002 | 2,437 | 2,437 | |||
Additional paid-in capital | 2,574,560 | 2,574,560 | |||
Retained earnings | 8,585,665 | 8,371,205 | |||
Treasury stock at cost, 726,166 common shares in 2003 and 2002 | (2,257,342 |
) | (2,257,342 |
) | |
Total stockholders' equity | 8,905,320 | 8,690,860 | |||
Commitments and contingencies | |||||
|
| ||||
$ | 16,753,426 |
$ | 17,129,903 |
See accompanying notes to consolidated financial statements.
Three Months
Ended September 30, |
Nine Months
Ended September 30, | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2003
|
2002
|
2003
|
2002
| ||||||||
Net sales | $ | 12,359,999 | $ | 16,302,440 | $ | 37,984,174 | $ | 46,196,924 | |||
Cost of sales | 8,813,862 |
11,526,237 |
26,923,331 |
32,754,990 | |||||||
Gross profit | 3,546,137 | 4,776,203 | 11,060,843 | 13,441,934 | |||||||
Selling, general and administrative expenses | 3,384,098 |
3,900,378 |
10,553,790 |
11,467,861 | |||||||
Operating profit | 162,039 | 875,825 | 507,053 | 1,974,073 | |||||||
Other (income) expense: | |||||||||||
Interest expense | 39,188 | 63,549 | 134,511 | 173,656 | |||||||
Other, net | 638 |
1,044 |
(487 |
) | (805 |
) | |||||
Earnings before income taxes | 122,213 | 811,232 | 373,029 | 1,801,222 | |||||||
Income tax expense | 47,184 |
319,200 |
158,569 |
697,100 | |||||||
Earnings before cumulative effect of change | |||||||||||
in accounting principle | 75,029 | 492,032 | 214,460 | 1,104,122 | |||||||
Cumulative effect of change in accounting | |||||||||||
principle, net of tax of $327,900 (note 1) | - |
- |
- |
491,941 | |||||||
Net earnings | $ | 75,029 |
$ | 492,032 |
$ | 214,460 |
$ | 612,181 | |||
Basic and diluted earnings per common share: | |||||||||||
Earnings before cumulative effect of change in | |||||||||||
accounting principle | $ | .05 | $ | .29 | $ | .13 | $ | .65 | |||
Cumulative effect of change in accounting | |||||||||||
principle, net of tax | - |
- |
- |
(.29 |
) | ||||||
Net earnings | $ | .05 |
$ | .29 |
$ | .13 |
$ | .36 | |||
Basic and diluted weighted average shares | |||||||||||
outstanding (note 2) | 1,711,148 |
1,711,148 |
1,711,148 |
1,711,148 | |||||||
See accompanying notes to consolidated financial statements.
Nine Months Ended September 30, | |||||||
---|---|---|---|---|---|---|---|
2003
|
2002
| ||||||
Cash flows from operating activities: | |||||||
Net earnings | $ | 214,460 | $ | 612,181 | |||
Adjustments to reconcile net earnings to net cash | |||||||
(used in) provided by operating activities: | |||||||
Cumulative effect of change in accounting principle | - | 819,841 | |||||
Depreciation and amortization | 314,646 | 350,974 | |||||
Provision for losses on receivables | 170,919 | 109,039 | |||||
Provision for obsolescence of inventory | 107,788 | 111,685 | |||||
Deferred income taxes | (44,747 | ) | (324,000 | ) | |||
Gain on sale of assets | 2,353 | 1,315 | |||||
Changes in assets and liabilities: | |||||||
Receivables | 261,539 | (2,243,010 | ) | ||||
Inventories | 19,583 | (5,833 | ) | ||||
Prepaid expenses and other current assets | (11,594 | ) | 106,521 | ||||
Other assets, primarily deposits | (3,708 | ) | (11,892 | ) | |||
Accounts payable | (175,674 | ) | 534,607 | ||||
Accrued expenses | (238,619 |
) | (356 |
) | |||
Net cash provided by operating activities | 616,946 |
61,072 | |||||
Cash flows from investing activities: | |||||||
Purchase of property and equipment | (451,234 | ) | (614,618 | ) | |||
Advances to officers and employees | (3,802 | ) | (4,290 | ) | |||
Collection of advances to officers and employees | 4,806 |
8,874 | |||||
Net cash used in investing activities | (450,230 |
) | (610,034 |
) | |||
Cash flows from financing activities: | |||||||
Borrowings on notes payable to bank | 10,832,677 | 11,955,693 | |||||
Repayments on notes payable to bank | (11,009,321 |
) | (11,406,311 |
) | |||
Net cash (used in)/provided by financing activities | (176,644 |
) | 549,382 | ||||
Net (decrease) increase in cash | (9,928 | ) | 420 | ||||
Cash at beginning of period | 19,642 |
13,843 | |||||
Cash at end of period | $ | 9,714 |
$ | 14,263 |
See accompanying notes to consolidated financial statements.
(1) Basis of Presentation, General and Business
Abatix Corp. (Abatix) and subsidiary, (collectively, the Company) market and distribute personal protection and safety equipment and durable and nondurable supplies to the environmental industry, the industrial safety industry and, combined with tools and tool supplies, the construction industry. Sales to the environmental industry include sales to asbestos and lead abatement, mold remediation and hazardous materials contractors. At September 30, 2003, the Company operated seven sales and distribution centers in five states. The Companys wholly-owned subsidiary, International Enviroguard Systems, Inc. (IESI) imports disposable protective clothing products sold through the Companys distribution channels and through other distributors.
The accompanying consolidated financial statements are prepared in accordance with the instructions to Form 10-Q, are unaudited and do not include all the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of results of operations for a full year.
In the first quarter of 2002, the Company implemented Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (Statement) No. 142 Goodwill and Other Intangible Assets. Statement No. 142 requires, among other things, the discontinuance of goodwill amortization. In addition, the standard includes provisions for annual impairment testing of existing goodwill and other intangibles. Upon adoption of Statement No. 142, the Company ceased amortizing goodwill and performed an impairment review of its goodwill balance. Based on the review performed, the Company recorded an impairment charge for the full amount of $819,841, net of an income tax benefit of $327,900. The following table shows the Companys net earnings excluding the goodwill impairment in 2002.
Three Months Ended
September 30, |
Nine Months Ended
September 30, | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
2003
|
2002
|
2003
|
2002
| |||||||
Reported net earnings: | $ | 75,029 | $ | 492,032 | $ | 214,460 | $ | 612,181 | ||
Cumulative effect of change of | ||||||||||
accounting principle, net of tax | - | - | - | 491,941 | ||||||
Adjusted net earnings | $ | 75,029 |
$ | 492,032 |
$ | 214,460 |
$ | 1,104,122 | ||
Basic and diluted earnings per | ||||||||||
common share: | ||||||||||
Reported net earnings | $ | .05 | $ | .29 | $ | .13 | $ | .36 | ||
Cumulative effect of change of | ||||||||||
accounting principle, net of tax | - |
- |
- |
.29 | ||||||
Adjusted net earnings | $ | .05 |
$ | .29 |
$ | .13 |
$ | .65 |
(2) Earnings per Share
Basic earnings per share is calculated using the weighted average number of common shares outstanding during each period, while diluted earnings per share includes the effects of all dilutive potential common shares. For the three-month and nine-month periods ended September 30, 2003 and 2002, there were no potentially dilutive securities outstanding.
(3) Supplemental Information for Statements of Cash Flows
The Company paid interest of $137,617 and $172,838 in the nine months ended September 30, 2003 and 2002, respectively, and income taxes of $293,150 and $823,199 in the nine months ended September 30, 2003 and 2002, respectively.
(4) Segment Information
Identification of operating segments is based principally upon differences in the types and distribution channel of products. The Companys reportable segments consist of Abatix and IESI. The Abatix operating segment includes seven aggregated branches, principally engaged in distributing environmental, safety and construction supplies to contractors and industrial manufacturing facilities in the western half of the United States and the Companys corporate operations. The IESI operating segment, which consists of the Companys wholly-owned subsidiary, International Enviroguard Systems, Inc., is engaged in the wholesale distribution of disposable protective clothing to companies similar to, and including, Abatix. The IESI operating segment distributes products throughout the United States.
The accounting policies of the operating segments are the same as those described in Note 1 of the Notes to Consolidated Financial Statements included in the Companys Form 10-K for the year ended December 31, 2002. The Company evaluates the performance of its operating segments based on operating profit after a charge for the carrying value of inventory and accounts receivable. Intersegment sales are at agreed upon pricing and intersegment profits are eliminated in consolidation.
Summarized financial information concerning the Companys reportable segments is shown in the following table. There are no other significant noncash items.
Three months ended | |||||||
---|---|---|---|---|---|---|---|
September 30, 2003
|
Abatix
|
IESI
|
Totals
| ||||
Sales from external customers | $ | 11,852,509 | $ | 507,409 | $ | 12,359,999 | |
Intersegment sales | - | 157,084 | 157,084 | ||||
Interest expense | 39,188 | - | 39,188 | ||||
Depreciation and amortization | 101,824 | 250 | 102,074 | ||||
Segment (loss) profit | 34,412 | 124,237 | 158,649 | ||||
Segment assets | 15,637,144 | 1,009,680 | 16,646,824 | ||||
Capital expenditures | 208,937 | 2,040 | 210,977 | ||||
Three months ended | |||||||
---|---|---|---|---|---|---|---|
September 30, 2002
|
Abatix
|
IESI
|
Totals
| ||||
Sales from external customers | $ | 15,736,718 | $ | 565,722 | $ | 16,302,440 | |
Intersegment sales | - | 130,096 | 130,096 | ||||
Interest expense | 63,549 | - | 63,549 | ||||
Depreciation and amortization | 120,893 | 724 | 121,617 | ||||
Segment profit | 742,908 | 130,536 | 873,444 | ||||
Segment assets | 17,709,168 | 781,720 | 18,490,888 | ||||
Capital expenditures | 21,309 | 2,070 | 23,379 | ||||
Nine Months Ended | |||||||
---|---|---|---|---|---|---|---|
September 30, 2003
|
Abatix
|
IESI
|
Totals
| ||||
Sales from external customers | $ | 36,543,383 | $ | 1,440,791 | $ | 37,984,174 | |
Intersegment sales | - | 492,907 | 492,907 | ||||
Interest expense | 134,511 | - | 134,511 | ||||
Depreciation and amortization | 314,003 | 643 | 314,646 | ||||
Segment profit | 151,086 | 382,728 | 533,814 | ||||
Segment assets | 15,637,144 | 1,009,680 | 16,646,824 | ||||
Capital expenditures | 448,620 | 2,614 | 451,234 | ||||
Nine Months Ended | |||||||
---|---|---|---|---|---|---|---|
September 30, 2002
| Abatix
|
IESI
|
Totals
| ||||
Sales from external customers | $ | 44,620,205 | $ | 1,576,719 | $ | 46,196,924 | |
Intersegment sales | - | 357,468 | 357,468 | ||||
Interest expense | 173,656 | - | 173,656 | ||||
Depreciation and amortization | 348,373 | 2,601 | 350,974 | ||||
Segment profit | 1,658,101 | 318,786 | 1,976,887 | ||||
Segment assets | 17,709,168 | 781,720 | 18,490,888 | ||||
Capital expenditures | 612,548 | 2,070 | 614,618 | ||||
Below is a reconciliation of (i) total segment profit to operating profits before income taxes on the Consolidated Statements of Operations, and (ii) total segment assets to total assets on the Consolidated Balance Sheets for all periods presented. The sales from external customers represent the net sales on the Consolidated Statements of Operations.
Three Months Ended September 30, |
Nine Months Ended September 30, | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2003
|
2002
|
2003
|
2002
| ||||||||
Profit for reportable segments | $ | 158,649 | $ | 873,444 | $ | 533,814 | $ | 1,976,887 | |||
Elimination of intersegment profits | 3,390
| 2,381
| (26,761
|
) | (2,814
|
) | |||||
Operating profits | $ | 162,039 |
$ | 875,825 | $ | 507,053 |
$ | 1,974,073 | |||
Total assets for reportable segments | $ | 16,646,824 | $ | 18,490,888 | |||||||
Elimination of intersegment assets | 106,602 |
(353,903 |
) | ||||||||
Total assets | $ | 16,753,426 |
$ | 18,136,985 |
The Companys sales, substantially all of which are on an unsecured credit basis, are to various customers from its distribution centers in Texas, California, Arizona, Washington and Nevada. The Company evaluates credit risks on an individual basis before extending credit to its customers and it believes the allowance for doubtful accounts adequately provides for loss on uncollectible accounts. During the nine months ended September 30, 2003 and 2002, no single customer accounted for more than 10 percent of net sales, although sales to environmental contractors were approximately 47 percent and 56 percent of consolidated net sales in those periods, respectively. The reduction in spending on environmental projects has significantly impact sales.
Although no vendor accounted for more than 10 percent of purchases, two product classes accounted for more than 10 percent of sales. One product class accounted for 17 percent and 14 percent of net sales during the nine months ended September 30, 2003 and 2002, respectively. A major component of these products is petroleum. Increases in oil prices or shortages in supply could significantly impact sales and the Companys ability to supply its customers with certain products at a reasonable price. Another product class accounted for 11 percent of net sales during the nine months ended September 30, 2003 and 2002. These products are purchased from Asia, however there are several non-Asian sources for the product line.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Consolidated net sales for the three months ended September 30, 2003 decreased 24 percent to $12,360,000 from $16,302,000 in 2002. The Abatix operating segment net sales decreased 25 percent to $11,852,000 in 2003 and the IESI operating segment net sales decreased 10 percent to $507,000 in 2003. The reduction of Abatix revenues is primarily attributable to the reduction of sales to mold remediation contractors in 2003. This slowdown is due to the change in insurance laws, which has had a negative impact on mold related jobs. Based on this information, the Company anticipates a decline in year over year sales for 2003 to this industry.
Gross profit in the third quarter of 2003 of $3,546,000 decreased 26 percent from gross profit in 2002 of $4,776,000 due to decreased sales volume. The Companys gross profit margins, expressed as a percentage of sales, were approximately 29 percent for 2003 and 2002.
Selling, general and administrative expenses for the third quarter of 2003 of $3,384,000 decreased 13 percent over 2002 expenses of $3,900,000. These expenses decreased due to lower commission and bonus expense as a result of lower sales. These expenses were 27 percent and 24 percent of sales for 2003 and 2002, respectively. During the current quarter, the Company made reductions in staffing levels to align these costs with sales. These reductions should save the Company $230,000 on an annual basis.
Interest expense of $39,000 decreased approximately $25,000 from 2002 interest expense of $64,000 primarily due to lower line of credit balances. The Companys credit facilities are variable rate notes tied to the Companys lending institutions prime rate. Increases in the prime rate could negatively affect the Companys earnings.
Net earnings for the three months ended September 30, 2003 of $75,000, or $.05 per share, decreased $417,000 from net earnings of $492,000 or $.29 per share, for the same period in 2002. The decrease in net earnings is primarily due to decreased sales volume, partially offset by lower general and administrative expenses.
Consolidated net sales, for the nine months ended September 30, 2003 decreased 18 percent to $37,984,000 from $46,197,000 in 2002. The Abatix operating segment net sales decreased 18 percent to $36,543,000 in 2003 and the IESI operating segment net sales decreased 9 percent to $1,441,000 in 2003. The reduction of Abatix revenues is primarily attributable to the reduction of sales to mold remediation contractors in 2003. This slowdown is due to the change in insurance laws, which has had a negative impact on mold related jobs. Based on this information, the Company anticipates a decline in year over year sales for 2003 to this industry.
Gross profit in the first nine months of 2003 of $11,061,000 decreased 18 percent from gross profit in 2002 of $13,442,000 due to decreased sales volume. The Companys gross profit margins, expressed as a percentage of sales, were approximately 29 percent for 2003 and 2002. Although overall margins are expected to remain at their current levels in 2003, competitive pressures could negatively impact any and all efforts by the Company to maintain or improve product margins.
Selling, general and administrative expenses for the first nine months of 2003 of $10,554,000 decreased 8 percent over 2002 expenses of $11,468,000. These expenses decreased due to lower commission and bonus expense as a result of lower sales. These expenses were 28 percent of sales for 2003 and 25 percent of sales for 2002. During the quarter, the Company made reductions in staffing levels to align these costs with sales. These reductions should save the Company $230,000 on an annual basis. Selling, general and administrative expenses are expected to be approximately 27 percent of sales for the year ended December 31, 2003.
Interest expense of $135,000 decreased $39,000 from 2002 interest expense of $174,000, primarily due to lower line of credit balances The Companys credit facilities are variable rate notes tied to the Companys lending institutions prime rate. Increases in the prime rate could negatively affect the Companys earnings.
Net earnings for the nine months ended September 30, 2003, of $214,000 or $.13 per share, decreased $398,000 from net earnings of $612,000, or $.36 per share, for the same period in 2002. The decrease in net earnings is primarily due to lower sales, partially offset by lower selling, general and administrative costs and the implementation of FASB Statement No. 142 in 2002. See Note 1 for more information.
The Companys working capital requirements historically result from the growth of its accounts receivable and inventories, partially offset by increased accounts payable and accrued expenses, associated with increases in sales volume. Net cash provided by operations during the first nine months of 2003 of $617,000 resulted from non-cash charges for depreciation and amortization, a reduction in accounts receivable, and net earnings, partially offset by a decrease in accrued expenses and accounts payable. The decrease in accounts receivable from 2002 is a result of the decline in sales. Cash flow from operations for the entire year of 2003 is expected to remain positive, although at any given point, it may be negative.
Cash used in non-operating activities during the first nine months of 2003 resulted primarily from payments of notes payable to the bank. In addition, the Company purchased $451,000 of fixed assets primarily consisting of payments for the installation of the new enterprise software system. The implementation of the new enterprise software system will enable the Company to streamline operations, improve customer service and lower transaction costs.
The Company maintains an $8,000,000 working capital line of credit at a commercial lending institution. The working capital line of credit agreement allows the Company to borrow up to 80 percent of the book value of eligible trade receivables plus the lesser of 40 percent of eligible inventory or $2,000,000. As of October 28, 2003, there are advances outstanding under this credit facility of $4,522,000. Based on the borrowing formula, the Company had the capacity to borrow an additional $3,478,000 as of October 28, 2003. The Company also maintains a $550,000 capital equipment credit facility providing for borrowings at 80 percent of cost on purchases. The advances outstanding under this credit facility as of October 28, 2003, were $95,000. Both credit facilities are payable on demand and bear a variable rate of interest computed at the prime rate less 25 basis points.
Management believes the Companys current credit facilities, together with cash provided by operations, will be sufficient for its capital and liquidity requirements for the next twelve months. In the event the Company pursues additional acquisitions and is unable to use its common stock as payment, the Company would need to negotiate with a lender to secure additional borrowings to be used to acquire another companys assets.
Except for the historical information contained herein, the matters set forth in this release are forward looking and involve a number of risks and uncertainties. Among the factors that could cause actual results to differ materially are the following: the continued long-term impact of the September 11, 2001 tragic events or similar events on the domestic preparedness market, continued low levels of spending for construction projects, the impact of insurance coverage on mold remediation, adverse weather conditions, inability to hire and train quality people or retain current personnel, changes in interest rates and strong or increased competition. In addition, increases in oil prices or shortages in oil supply could significantly impact the Companys petroleum based products and its ability to supply those products at a reasonable price.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
There have been no material changes from the information previously reported under Item 7A of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
Item 4. Controls and Procedures
ABATIX CORP.
AND SUBSIDIARY
PART II
Other Information
Item 1. Legal Proceedings - None
Item 2. Changes in Securities - None
Item 3. Defaults upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - (31)(1) - Certification of Chief Executive Officer
(31)(2) - Certification of Chief Financial Officer
(32)(1) - Certification of Chief Executive Officer and Chief Financial Officer
(b) Reports on Form 8-K - Second quarter earnings release, filed July 31, 2003
Moore Medical Press Release, filed August 22, 2003
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 as both a duly authorized officer and as the principal financial and accounting officer by the Registrant.
ABATIX
CORP. (Registrant) | ||
Date: October 30, 2003 | By: /s/Frank J. Cinatl, IV | |
Frank J. Cinatl, IV | ||
Vice President and Chief Financial | ||
Officer of Registrant | ||
(Principal Accounting Officer) |