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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 28, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO ______
COMMISSION FILE NUMBER 0-19952
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CHRONIMED INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1515691
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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10900 RED CIRCLE DRIVE
MINNETONKA, MINNESOTA 55343
(Address of principal executive offices)
(Zip Code)
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Registrant's telephone number, including area code (952) 979-3600
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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.
Common Stock, $.01 par value - 12,510,116 shares outstanding as of April 30,
2003
================================================================================
CHRONIMED INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 28, 2003
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - March 28, 2003 (unaudited) and June 28, 2002 2
Consolidated Statements of Income (unaudited) - Three and nine months ended
March 28, 2003, and March 29, 2002 3
Consolidated Statements of Cash Flows (unaudited) - Nine months ended March 28,
2003, and March 29, 2002 4
Notes to Consolidated Financial Statements - March 28, 2003 5 - 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 - 15
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4. Controls and Procedures 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 17
Items 2, 3, 4, and 5 have been omitted since all items are not applicable or the answers are negative.
Item 6. Exhibits and Reports on Form 8-K
a.) Exhibits 17
b.) Reports on Form 8-K 17
SIGNATURES 18
CERTIFICATIONS 19 - 20
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHRONIMED INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
MARCH 28,
2003 JUNE 28,
(UNAUDITED) 2002
- -----------------------------------------------------------------------------------------------------------
ASSETS
Current assets
Cash and cash equivalents $ 14,629 $ 6,306
Accounts receivable (net of allowances of $6,444 and $8,923
at March 28, 2003 and June 28, 2002, respectively) 43,218 44,461
Inventory 8,804 8,334
Prepaid expenses 789 1,062
Deferred taxes 3,389 3,437
- -----------------------------------------------------------------------------------------------------------
Total current assets 70,829 63,600
Property and equipment, net 4,699 5,485
Goodwill 30,233 30,233
Other assets, net 143 177
- -----------------------------------------------------------------------------------------------------------
Total assets $ 105,904 $ 99,495
===========================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 16,144 $ 14,811
Accrued expenses 3,145 3,117
Accrued bonus 1,038 1,174
Income taxes payable 1,610 648
- -----------------------------------------------------------------------------------------------------------
Total current liabilities 21,937 19,750
Deferred taxes 278 344
Shareholders' equity
Preferred stock - -
Common stock, issued and outstanding shares--
12,501 and 12,353, respectively 125 124
Additional paid-in capital 55,818 55,122
Retained earnings 27,746 24,155
- -----------------------------------------------------------------------------------------------------------
Total shareholders' equity 83,689 79,401
- -----------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 105,904 $ 99,495
===========================================================================================================
See notes to consolidated financial statements
2
CHRONIMED INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
-------------------------------------------------------------------
MARCH 28, MARCH 29, MARCH 28, MARCH 29,
2003 2002 2003 2002
- -----------------------------------------------------------------------------------------------------------------
Revenue
Mail Order $ 46,281 $ 44,887 $ 133,090 $ 130,778
Retail 65,523 57,473 187,243 165,564
- -----------------------------------------------------------------------------------------------------------------
Total revenue 111,804 102,360 320,333 296,342
Cost of revenue 98,202 90,335 281,095 260,731
- -----------------------------------------------------------------------------------------------------------------
Gross profit 13,602 12,025 39,238 35,611
Operating expenses
Selling and marketing 818 841 2,743 2,553
General and administrative 9,964 8,759 28,533 28,765
Bad debt expense 939 1,001 2,403 2,445
- -----------------------------------------------------------------------------------------------------------------
Total operating expenses 11,721 10,601 33,679 33,763
Income from operations 1,881 1,424 5,559 1,848
Interest income 102 161 246 390
Interest expense (182) (401)
Other income - - - 109
- -----------------------------------------------------------------------------------------------------------------
Income before income taxes 1,983 1,403 5,805 1,946
Income tax expense (754) (537) (2,214) (749)
- -----------------------------------------------------------------------------------------------------------------
Net income $ 1,229 $ 866 $ 3,591 $ 1,197
=================================================================================================================
Basic and diluted net
income per share $ 0.10 $ 0.07 $ 0.29 $ 0.10
=================================================================================================================
Basic weighted-average shares 12,400 12,317 12,368 12,316
Diluted weighted-average shares 12,644 12,394 12,478 12,331
See notes to consolidated financial statements
3
CHRONIMED INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
NINE MONTHS ENDED
---------------------------------
MARCH 28, MARCH 29,
2003 2002
- -----------------------------------------------------------------------------------------------------------
Operating activities
Net income $ 3,591 $ 1,197
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,747 2,224
Amortization of restricted stock 592 -
Deferred income taxes (18) 1,059
Changes in operating assets and liabilities:
Accounts receivable 1,243 (7,578)
Income taxes 962 (798)
Inventory (470) (1,004)
Accounts payable 1,333 (309)
Accrued expenses (108) 401
Other assets 292 227
- -----------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 9,164 (4,581)
Investing activities
Purchases of property and equipment (946) (1,413)
- -----------------------------------------------------------------------------------------------------------
Net cash used in investing activities (946) (1,413)
Financing activities
Net proceeds from issuance of Common Stock 105 92
Net proceeds from borrowings - 6,467
- -----------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 105 6,559
Increase in cash and cash equivalents 8,323 565
Cash and cash equivalents at beginning of year 6,306 -
- -----------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 14,629 $ 565
===========================================================================================================
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
- - In August 2002, we granted 145,000 shares of restricted stock to our
officers and in October 2002 cancelled 20,000 of the shares.
See notes to consolidated financial statements
4
CHRONIMED INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
Chronimed Inc. ("Chronimed" or the "Company") is a national distributor
of prescription drugs for people with certain chronic health conditions
including HIV/AIDS, organ transplants, and diseases treated with biotech
injectable medications. We refer to our business as a specialty pharmacy. We
work directly with patients, physicians, healthcare providers, insurance
companies, health maintenance organizations, preferred provider organizations,
government agencies, and other third-party payors to improve clinical and
financial outcomes for patients with chronic, complex, and expensive
pharmaceutical needs.
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 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 nine months
ended March 28, 2003, are not necessarily indicative of the results that may be
expected for the fiscal year ending June 27, 2003. The balance sheet at June 28,
2002, has been derived from the audited financial statements at that date, but
does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. For further
information, refer to the consolidated financial statements and footnotes
thereto included in our Annual Report on Form 10-K for the fiscal year ended
June 28, 2002.
We use a four-week, four-week, five-week (4-4-5) quarterly accounting
cycle with the fiscal year ending on the Friday closest to June 30 and the
fiscal quarters ending on the Friday closest to the last day of the respective
month.
ACCOUNTING FOR STOCK-BASED COMPENSATION
In accordance with Statement No. 123, "Accounting for Stock-Based
Compensation," amended by Statement No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," we continue to elect to utilize APB
Opinion No. 25 and related interpretations in accounting for our stock option
plans and our employee stock purchase plan. If we had elected to recognize
compensation cost based on the fair value of the options granted and shares sold
pursuant to the purchase plan as prescribed by Statement No. 123, consolidated
net income and earnings per share would have been the pro forma amounts
indicated in the table below.
5
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------------------------------
MARCH 28, MARCH 29, MARCH 28, MARCH 29,
(IN THOUSANDS, EXPECT PER SHARE DATA) 2003 2002 2003 2002
- ----------------------------------------------------------------------------------------------------------------
Net income - as reported $ 1,229 $ 866 $ 3,591 $ 1,197
Plus reported stock-based employee
compensation cost $ 327 $ - $ 367 $ -
Deduct pro forma stock-based employee
compensation cost $ (583) $ (334) $ (1,129) $ (1,076)
- ----------------------------------------------------------------------------------------------------------------
Net income - pro forma $ 973 $ 532 $ 2,829 $ 121
================================================================================================================
Basic and diluted earnings per share - as reported $ 0.10 $ 0.07 $ 0.29 $ 0.10
Basic and diluted earnings per share - pro forma $ 0.08 $ 0.04 $ 0.23 $ 0.01
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model with the following assumptions for
the periods shown.
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------------------------------
MARCH 28, MARCH 29, MARCH 28, MARCH 29,
(IN THOUSANDS, EXPECT PER SHARE DATA) 2003 2002 2003 2002
- ----------------------------------------------------------------------------------------------------------------
Expected dividend yield - - - -
Expected stock price volatility 66.5% 65.4% 66.3% 65.4%
Risk-free interest rate 2.9% 4.4% 3.3% 4.4%
Expected life of options (in years) 6.5 5.0 5.2 5.0
The Black-Scholes option-pricing model was developed for use in
estimating the fair value of traded options, which have no vesting restrictions
and are fully transferable. In addition, option-pricing models require the input
of highly subjective assumptions. Because our employee stock options have
characteristics significantly different from those of traded options, and
because changes in the subjective input assumptions can materially affect the
fair value estimate, the existing models may not necessarily provide a reliable
single measure of the fair value of our employee stock options. Using the
foregoing assumptions, the weighted-average fair value of each option granted
during the quarters ended March 28, 2003, and March 29, 2002, was $4.31 and
$3.22, respectively. The weighted-average fair value of each option granted
during the nine months ended March 28, 2003, and March 29, 2002, was $2.92 and
$3.22, respectively.
2. INVENTORIES
Inventories consist of goods held for resale and are carried at the
lower of cost or market determined under the average cost method.
3. PER SHARE DATA
Net income per share is calculated in accordance with Financial
Accounting Standards Board Statement No. 128, "Earnings Per Share." Potential
common shares are included in the diluted net income per share calculation when
dilutive. Potential common shares consisting of common stock issuable upon
exercise of outstanding common stock options are computed using the treasury
stock method. Our basic net income per share is computed by dividing net income
by the weighted average number of common shares outstanding during the period.
Diluted net income per share is computed by dividing net income by the weighted
average number of common shares outstanding during the period, increased to
include restricted stock awards and dilutive potential
6
common shares issuable upon the exercise of stock options that were outstanding
during the period. The table below is a reconciliation of the numerator and
denominator in the basic and diluted earnings per share calculation.
THREE MONTHS ENDED NINE MONTHS ENDED
--------------------------------------------------------
MARCH 28, MARCH 29, MARCH 28, MARCH 29,
(IN THOUSANDS, EXCEPT PER SHARE DATA) 2003 2002 2003 2002
- ----------------------------------------------------------------------------------------------------------------
Numerator
Net income $ 1,229 $ 866 $ 3,591 $ 1,197
================================================================================================================
Denominator
Denominator for basic net
income per share - weighted
average shares outstanding 12,400 12,317 12,368 12,316
Effect of dilutive stock options
and restricted stock 244 77 110 15
- ----------------------------------------------------------------------------------------------------------------
Denominator for diluted net
income per share - weighted
average shares outstanding 12,644 12,394 12,478 12,331
================================================================================================================
Basic and diluted
net income per share $ 0.10 $ 0.07 $ 0.29 $ 0.10
================================================================================================================
Employee stock options of 936,895 and 1,087,345 for the third quarter
and nine months ended March 28, 2003, respectively, have been excluded from the
diluted net income per share calculation because their exercise prices were
greater than the average market price of the common stock for the respective
periods. For the third quarter and nine months ended March 29, 2002, employee
options of 1,142,870 and 1,219,520, respectively, have been excluded from the
diluted net income per share calculation because their exercise prices were
greater than the average market price of the common stock for the respective
periods.
4. SHAREHOLDERS' EQUITY
In August 2002, the Compensation Committee of the Board of Directors
approved restricted stock grants to our officers totaling 145,000 shares of
restricted common stock under our 2001 Stock Incentive Plan. These restricted
shares, valued at $0.7 million based on our fair market value of $4.71 per
common share at the date of grant, were to be recognized as compensation expense
over the four year vesting period of the grant, subject to an acceleration
provision based on an increase in our stock price to $7.54 or more for five
consecutive trading days. In October 2002, 20,000 of these shares were
cancelled. During the third quarter of fiscal year 2003 the stock price
acceleration provision came into effect, and the remaining 125,000 shares became
fully vested. Related to the acceleration of vesting for the grant, in third
quarter fiscal 2003 we recognized $0.5 million in compensation expense. For the
nine months ended March 28, 2003, we recognized $0.6 million of compensation
expense associated with the restricted stock.
5. SIGNIFICANT CONCENTRATIONS
Payor reimbursements from Aetna, Inc. represented 25.0% of our revenue
in the third quarter and nine months ended March 28, 2003. This compares to
26.2% in the third quarter of fiscal 2002 and 26.6% in the nine
7
months ended March 29, 2002. No other private payor or single government agency
represented more than 10% of our revenues.
We use McKesson Corporation, a large national distributor, to supply
pharmaceuticals for both the Retail and the Mail Order segments. This supplier
made up 92.8% of our inventory purchases in the third quarter of fiscal year
2003 and 92.1% in the nine months ended March 28, 2003. McKesson made up 90.3%
of our inventory purchases in the third quarter of fiscal year 2002 and nine
months ended March 29, 2002. We signed a new three-year wholesaler agreement
with Cardinal Health to cover the majority of our pharmaceutical purchases
effective August 2003.
Our primary concentration of credit risk is third party payor accounts
receivable, which consist of amounts owed by various governmental agencies and
insurance companies. We manage our receivables by regularly reviewing accounts
and contracts and by providing appropriate allowances for uncollectable amounts.
Aetna, Inc. represented 19.8% of our gross accounts receivable balance at March
28, 2003, and June 28, 2002. No other private payor or single government agency
represented more than 10% of our accounts receivable balances. Concentration of
credit risk relating to accounts receivable is limited to some extent by the
diversity and number of patients and payors and the geographic dispersion of our
operations.
6. BUSINESS SEGMENT INFORMATION
We have two reportable segments. The Mail Service segment includes the
medications distributed through our mail service facilities. The majority of the
products are biotech injectable and organ transplant drugs. The Retail segment
consists of our StatScript Pharmacy stores which distribute HIV/AIDS drugs,
organ transplant medications, and biotech injectable products.
Our reportable segments are made up of business lines that offer
related products and services to patients with chronic health conditions but
through separate distribution channels. We evaluate performance based on profit
or loss from operations before interest and income taxes.
The table below presents information by reportable segment.
(IN THOUSANDS) MAIL ORDER RETAIL TOTAL
- ------------------------------------------------------------------------------------------------------
For the three months ended March 28, 2003
Revenue $ 46,281 $ 65,523 $ 111,804
Income from operations 747 1,134 1,881
For the three months ended March 29, 2002
Revenue $ 44,887 $ 57,473 $ 102,360
Income from operations 409 1,015 1,424
For the nine months ended March 28, 2003
Revenue $ 133,090 $ 187,243 $ 320,333
Income from operations 1,792 3,767 5,559
For the nine months ended March 29, 2002
Revenue $ 130,778 $ 165,564 $ 296,342
Income from operations 1,725 123 1,848
8
Income from operations includes special charges relating to the retail
segment totaling $2.2 million for the nine months ended March 29, 2002. These
charges relate to transferring the StatScript headquarters from Kansas City to
Minneapolis, expenses associated with the fiscal 2001 financial restatement, and
store closing costs.
9
The following table is a reconciliation of reportable segment
information to our consolidated totals.
THREE MONTHS ENDED NINE MONTHS ENDED
-----------------------------------------------------------------
MARCH 28, MARCH 29, MARCH 28, MARCH 29,
(IN THOUSANDS) 2003 2002 2003 2002
- ------------------------------------------------------------------------------------------------------------------
INCOME FROM OPERATIONS
Total for reportable segments $ 1,881 $ 1,424 $ 5,559 $ 1,848
Unallocated amounts:
- Interest income (expense) 102 (21) 246 (11)
- Other income - - - 109
- -----------------------------------------------------------------------------------------------------------------
Income before income taxes $ 1,983 $ 1,403 $ 5,805 $ 1,946
=================================================================================================================
The following table presents assets by reportable segment.
(IN THOUSANDS) MAIL ORDER RETAIL CORPORATE TOTAL
- -----------------------------------------------------------------------------------------------------------------
As of March 28, 2003
Segment assets $ 25,687 $ 61,529 $ 18,688 $ 105,904
As of June 28, 2002
Segment assets $ 28,275 $ 61,419 $ 9,801 $ 99,495
Corporate assets consist primarily of cash and deferred taxes.
7. COMPREHENSIVE INCOME
Net income equaled comprehensive income for the respective periods.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following management's discussion and analysis of financial
condition and results of operations ("MD&A") should be read in conjunction with
the MD&A included in our Annual Report on Form 10-K for the fiscal year ended
June 28, 2002.
The following table represents income and expense items as a percentage
of revenue.
THREE MONTHS ENDED NINE MONTHS ENDED
-----------------------------------------------------------------
MARCH 28, MARCH 29, MARCH 28, MARCH 29,
FISCAL YEAR 2003 2002 2003 2002
- -----------------------------------------------------------------------------------------------------------------
Revenue
Mail Order 41.4% 43.9% 41.5% 44.1%
Retail 58.6 56.1 58.5 55.9
- -----------------------------------------------------------------------------------------------------------------
Total revenue 100.0 100.0 100.0 100.0
Cost of revenue 87.8 88.3 87.8 88.0
- -----------------------------------------------------------------------------------------------------------------
Gross profit 12.2 11.7 12.2 12.0
Operating expenses
Selling and marketing 0.8 0.8 0.8 0.9
General and administrative 8.9 8.5 8.9 9.7
Bad debt expense 0.8 1.0 0.8 0.8
- -----------------------------------------------------------------------------------------------------------------
Total operating expenses 10.5 10.3 10.5 11.4
Income from operations 1.7 1.4 1.7 0.6
Interest income, net 0.1 - 0.1 -
Other income - - - -
Income tax expense (0.7) (0.6) (0.7) (0.2)
- -----------------------------------------------------------------------------------------------------------------
Net income 1.1% 0.8% 1.1% 0.4%
=================================================================================================================
Revenue
Revenue increased $9.4 million or 9.2% to $111.8 million in the third
quarter of fiscal 2003 from $102.4 million in the third quarter of fiscal 2002.
For the nine months ended March 28, 2003, total revenue increased $24.0 million
or 8.1% to $320.3 million from $296.3 million for the same period last year.
11
The following tables show revenue by segment.
THREE MONTHS ENDED
---------------------------
MARCH 28, MARCH 29,
(IN THOUSANDS) 2003 2002 % CHANGE
- ----------------------------------------------------------------------------------------------
Mail Order segment $ 46,281 $ 44,887 3.1%
- ----------------------------------------------------------------------------------------------
Retail segment
On-going business 65,523 53,624 22.2%
Stores closed in FY2002 - 3,849 (100.0)%
- ----------------------------------------------------------------------------------------------
Total Retail 65,523 57,473 14.0%
- ----------------------------------------------------------------------------------------------
Total Company $ 111,804 $ 102,360 9.2%
==============================================================================================
NINE MONTHS ENDED
---------------------------
MARCH 28, MARCH 29,
2003 2002 % CHANGE
- ----------------------------------------------------------------------------------------------
Mail Order segment $ 133,090 $ 130,778 1.8%
- ----------------------------------------------------------------------------------------------
Retail segment
On-going business 187,243 151,760 23.4%
Stores closed in FY2002 - 13,804 (100.0)%
- ----------------------------------------------------------------------------------------------
Total Retail 187,243 165,564 13.1%
- ----------------------------------------------------------------------------------------------
Total Company $ 320,333 $ 296,342 8.1%
==============================================================================================
The Mail Order segment revenue increased 3.1% in the third quarter of
fiscal 2003 compared to the same period last year. For the nine months ended
March 28, 2003, and March 29, 2002, the Mail Order segment revenue increased
1.8%. The increase for the quarter and year-to-date is due to an increase in the
average price per prescription and to disease state mix. The favorable shift in
disease state mix is due to higher hepatitis C and rheumatoid arthritis revenue
offset by lower respiratory syncytial virus revenue. Payor reimbursements from
Aetna represented 60.4% and 59.7% of our Mail Order revenues in the third
quarters of fiscal years 2003 and 2002, respectively. For the nine months ended
March 28, 2003, and March 29, 2002, payor reimbursements from Aetna represented
60.1% and 60.2% of our Mail Order revenues, respectively. Except for Aetna, no
other private payor accounted for 10% or more of our revenues in the nine months
ended March 28, 2003, and March 29, 2002. We announced on March 20, 2003, our
contract with Roche Laboratories to be the exclusive U.S. distributor of its new
HIV medication, Fuzeon(R) during the progressive distribution phase. We began
shipping product in late March 2003. The contract term is twelve months.
The Retail segment revenue grew 14.0% in the third quarter of fiscal
2003 compared to the same period last year. For the nine months ended March 28,
2003, and March 29, 2002, the Retail segment revenue increased 13.1%. Excluding
the revenue from the fourteen StatScript retail locations closed during fiscal
2002, Retail revenue increased $11.9 million or 22.2% for the third quarter of
fiscal 2003 compared to the same period last year. For the nine months ended
March 28, 2003, and March 29, 2002, excluding the revenue from the fourteen
closed StatScript retail locations, the Retail revenue increased $35.5 million
or 23.4%. This increase is due to same store growth and to the revenue
contribution from a 120-day arrangement to manage three District of Columbia
Department of Mental Health pharmacies from November 2002 through February 2003.
The same store growth resulted from increased number of patients, increased
revenue per patient, and higher post-transplant drug revenue. We plan to
continue to expand the types of specialty pharmaceutical mediations we
distribute from our Retail locations beyond our HIV/AIDS focus, to include
post-transplant, hepatitis C, and other disease states. A single
12
private payor represented approximately 5.2% and 6.5% of our on-going Retail
revenues in the third quarters of fiscal years 2003 and 2002, respectively.
Year-to-date, the private payor represented 5.6% and 6.5% of our on-going Retail
revenues for the nine months ended March 28, 2003, and March 29, 2002,
respectively.
Cost of Revenue and Gross Profit
Total gross profit dollars increased $1.6 million or 13.1% to $13.6
million in the third quarter of fiscal 2003 from $12.0 million in the third
quarter of fiscal 2002. For the nine months ended March 28, 2003, total gross
profit dollars increased $3.6 million or 10.2% to $39.2 million from $35.6
million for the same period last year. Third quarter gross margins as a
percentage of revenue increased to 12.2% in fiscal year 2003 from 11.7% in
fiscal year 2002. Gross margins increased to 12.2% for the nine months ended
March 28, 2003, from 12.0% for the same period last year. The increase is due to
a favorable disease-state mix toward HIV and hepatitis C.
Mail Order margins as a percentage of revenue increased slightly in the
third quarter and nine months ended March 28, 2003, compared to the same periods
last year due to improved purchasing programs and a change in product mix toward
higher margin disease states, particularly hepatitis C. Aetna represented 49.3%
and 39.3% of our Mail Order margins for the third quarters of fiscal years 2003
and 2002, respectively. Year-to-date, Aetna represented 45.9% and 37.0% of our
Mail Order margins for the nine months ended March 28, 2003, and March 29, 2002,
respectively.
Retail margins as a percentage of revenue decreased slightly in the
third quarter and nine months ended March 28, 2003, compared to the same periods
last year. The decrease is due to pricing pressures in selected geographic
markets and store locations. A single private payor represented 7.9% and 9.4% of
our on-going Retail margins for the third quarters of fiscal years 2003 and
2002, respectively. Year-to-date, the single private-payor represented 8.0% and
9.6% of our on-going Retail margins for the nine months ended March 28, 2003,
and March 29, 2002, respectively.
We anticipate that payors, including state Medicaid programs, will
continue to exert downward pressure on the prices we will be able to charge as
payors continue to seek containment of healthcare costs, which will negatively
affect our margins in the future. We are working to offset this pricing pressure
through sales and marketing efforts to direct more patients and more profitable
medications into our distribution channels and through enhanced programs with
manufacturers, wholesalers, and group purchasing organizations to reduce product
costs.
Operating Expenses
Our operating expenses include selling and marketing, general and
administrative (G&A), and bad debt expenses. Our G&A expenses include both
corporate G&A expenses (corporate management, information systems, accounting,
human resources) and direct segment G&A expenses (division management, customer
service, billing, pharmacy fulfillment).
Selling and Marketing Expenses
Our selling and marketing expenses in the third quarter of fiscal 2003
remained level with the third quarter of fiscal 2002 at $0.8 million.
Year-to-date, our selling and marketing expenses increased $0.2 million or 7.4%
to $2.7 million for the nine months ended March 28, 2003, from $2.5 million for
the same period last year. Selling and marketing expenses as a percentage of
revenue remained unchanged at 0.8% for the three and nine months ended March 28,
2003. Selling and marketing expenses as a percentage of revenue were 0.8% and
0.9% for the three and nine months ended March 29, 2002, respectively. We have
recently redefined our sales and marketing strategy to focus more sharply on
specific diseases. We will be adding sales personnel to execute this sales
strategy resulting in higher future sales expense in fiscal fourth quarter 2003
and into fiscal 2004.
13
General and Administrative Expenses
The following chart shows the quarter to quarter comparisons of general
and administrative expenses, excluding bad debt expense.
THREE MONTHS ENDED
---------------------------
MARCH 28, MARCH 29,
(IN THOUSANDS) 2003 2002 % CHANGE
- ----------------------------------------------------------------------------------------------
On-going business $ 9,964 $ 8,759 13.8%
Transition and restatement costs - -
- ----------------------------------------------------------------------------------------------
Total Company $ 9,964 $ 8,759 13.8%
==============================================================================================
NINE MONTHS ENDED
---------------------------
MARCH 28, MARCH 29,
2003 2002 % CHANGE
- ----------------------------------------------------------------------------------------------
On-going business $ 28,533 $ 26,535 7.5%
Transition and restatement costs - 2,230 (100.0)%
- ----------------------------------------------------------------------------------------------
Total Company $ 28,533 $ 28,765 (0.8)%
==============================================================================================
Our general and administrative expenses increased $1.2 million or 13.8%
to $10.0 million in the third quarter of fiscal 2003 from $8.8 million in the
third quarter of fiscal 2002. As a percentage of revenue, general and
administrative costs increased to 8.9% from 8.5%. The dollar increase is due to
a $0.5 million charge for the accelerated vesting of restricted stock grants
(see Note 4) and expense growth in the pharmacies related to revenue growth.
Excluding the restricted stock charge, general and administrative costs
decreased to 8.4% from 8.5%, as a percentage of revenue. For the nine months
ended March 28, 2003, our general and administrative expenses decreased $0.2
million or 0.8% to $28.5 million from $28.7 million for the same period last
year. General and administrative costs decreased to 8.9% from 9.7% as a
percentage of revenue. The decrease as a percentage of revenue was due primarily
to the $2.2 million general and administrative expenses related to the
StatScript retail business for the costs of transferring the Kansas City retail
headquarters to Minneapolis, costs associated with the fiscal 2001 financial
restatement, and store-closing costs in the nine months ended March 29, 2002. No
similar costs were incurred in the nine months ended March 28, 2003.
Bad Debt Expense
Our bad debt expense decreased $0.1 million to $0.9 million in the
third quarter of fiscal 2003 from $1.0 million in the third quarter of fiscal
2002. Bad debt expense remained level for the nine months ended March 28, 2003,
and the nine months ended March 29, 2002, at $2.4 million. Bad debt expense as a
percentage of revenue decreased to 0.8% for the third quarter of fiscal 2003
from 1.0% for the third quarter of fiscal 2002 primarily due to a collection
settlement of some aged accounts receivables and an improved accounts receivable
aging. Bad debt expense represented 0.8% of revenue for the nine months ended
March 28, 2003, and March 29, 2002. We expect our future bad debt expense to
continue at or below 1.0% of revenue.
The allowances for accounts receivable have decreased to $6.4 million
as of March 28, 2003, from $8.9 million at June 28, 2002. As a percentage of
accounts receivable, the allowances represented 13.0% of the accounts receivable
balance as of March 28, 2003, compared to 16.7% at June 28, 2002. The decrease
in the allowances is partially due to the significant improvement in our
accounts receivable performance from June 2002 to March 2003. Improvements
include a $3.7 million decrease in the gross accounts receivable balance before
reserves, a $4.6 million decrease in the accounts receivable balances over 90
days old, and improved days sales outstanding from 44 days to 38 days. Our
requirement for allowance for doubtful accounts has declined from this improved
accounts receivable performance. The other major reason for the decrease in
allowance is that we
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changed our billing practices with one large uncontracted payor to bill at the
specific reimbursement rate as opposed to our usual and customary rate, thus
minimizing the required allowance for payor discount.
Interest Income
Interest income, net of interest expense, increased to $0.1 million in
the third quarter of fiscal 2003 and to $0.2 million for the nine months ended
March 28, 2003. Interest income for the nine months ended March 28, 2003,
resulted from maintaining cash balances throughout fiscal 2003 while having no
outstanding borrowings on our line of credit. Net interest income was $0.0
million for the same periods last year. Included in interest income for the nine
months ended March 29, 2002, was $0.3 million of interest on a note receivable
due from the buyer of our HSM business in September 2000. This note was paid in
full in fourth quarter of fiscal 2002 and as a result did not generate interest
income in fiscal 2003. We had a $10.6 million balance on our line of credit at
March 29, 2002, incurring interest expense for the nine months ended March 29,
2002.
Income Taxes
Our income tax rate was 38.0% in the third quarter of fiscal 2003, and
38.1% for the nine months ended March 28, 2003, compared to 38.3% in the third
quarter of fiscal 2002 and 38.5% for the nine months ended March 29, 2002.
Looking forward to fiscal fourth quarter 2003 and fiscal year 2004, we expect
our combined Federal and State tax rate to remain at 38.0%.
LIQUIDITY AND CAPITAL RESOURCES
As of March 28, 2003, we had $49.0 million of working capital, compared
to $43.9 million as of June 28, 2002. During the nine-month period ended March
28, 2003, we generated $9.2 million of cash from operating activities. The
average days sales outstanding (DSO) of our accounts receivable improved to 38
days at March 28, 2003, from 44 days at June 28, 2002. We generated $1.2 million
in cash from our receivable collections due to faster payment from our larger
payors and active collection efforts offset by slower than expected collections
related to our management arrangement with the three District of Columbia
Department of Mental Health pharmacies. We expect our receivables to continue to
perform in the high thirty to low forty DSO range for fiscal fourth quarter 2003
and fiscal year 2004. We had an increase in cash of $2.2 million from higher
accounts payable and income taxes payable. The average days inventory on hand
remained level at 9 days at March 28, 2003, and June 28, 2002. We used $0.5
million to finance our inventory growth. We expect our inventory to perform at
or below 10 days for fiscal fourth quarter 2003 and fiscal year 2004.
We used approximately $0.9 million of cash in investing activities
during the nine-month period ended March 28, 2003, for leasehold improvements,
furniture, equipment, and computer hardware and software. These purchases
included investing for Fuzeon(R) distribution.
We had no long-term debt as of March 28, 2003. Shareholders' equity as
of March 28, 2003, and fiscal year-end 2002 was $83.7 million and $79.4 million,
respectively. Net tangible assets, an indicator of borrowing capacity, as of
March 28, 2003, and fiscal year-end 2002 were $53.5 million and $49.2 million,
respectively. As of June 28, 2002, we had a secured line of credit totaling $30
million. We are in compliance with the debt covenants of the line of credit as
of March 28, 2003. Under the terms of the agreement, the debt is secured by
receivables and inventory and bears interest at Prime Rate. The line of credit
expired January 2003, and was extended to April 2003. On April 17, 2003, we
signed a three-year extension of the secured line of credit totaling $30
million. Under the terms of the amended agreement, the debt is secured by
receivables and inventory and bears interest at LIBOR plus an applicable margin
ranging from 1.75% to 2.5%. The line of credit expires April 17, 2006.
There were no short-term borrowings outstanding under our line of
credit at March 28, 2003. We believe that the line of credit and cash provided
by operating activities should allow us to meet foreseeable cash requirements
and provide the flexibility to fund future working capital growth. However, we
would need to seek additional debt or equity financing beyond our current $30
million line of credit to fund any major business acquisitions or capital
spending projects. We currently have no specific commitments beyond our normal
capital
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spending requirements for the fourth quarter of fiscal 2003. However, we are
examining new pharmacy information systems to be implemented later in fiscal
2004 that could cause capital investments to increase our capital spending
level.
Our future contractual commitments consist entirely of payments due
under operating leases. See Note 5, Notes to Consolidated Financial Statements
included in our Annual Report on Form 10-K for the fiscal year ended June 28,
2002.
RESTRICTED STOCK GRANTS
In August 2002, the Compensation Committee of the Board of Directors
approved restricted stock grants to our officers totaling 145,000 shares of
restricted common stock under our 2001 Stock Incentive Plan. These restricted
shares, valued at $0.7 million based on our fair market value of $4.71 per
common share at the date of grant, were to be recognized as compensation expense
over a four year vesting period of the grant, subject to an acceleration
provision based on an increase in our stock price to $7.54 or more for five
consecutive trading days. In October 2002, 20,000 of these shares were
cancelled. The remaining 125,000 restricted shares vested on March 7, 2003, as
provided by the grant acceleration provision. We recognized compensation expense
of $0.5 million in the three months ended March 28, 2003, and $0.6 million in
the nine months ended March 28, 2003. The impact of the stock grant is $0.03 per
share in fiscal 2003.
IMPACT OF INFLATION
Changes in prices charged by biopharmaceutical manufacturers for the
drugs we dispense, along with increasing labor costs, freight and supply costs
and other overhead expenses, affect our cost of revenue and general and
administrative expenses. Historically, we have been able to pass a portion of
the effect of such increases to the payor and patient pursuant to automatic
price adjustments made under our payor contracts. As a result, changes due to
inflation have not had significant adverse effects on our operations.
FORWARD-LOOKING STATEMENTS
Information contained in this Management's Discussion and Analysis of
Financial Condition and Results of Operations, other than historical or current
facts, should be considered forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. These statements reflect management's
current views of future events and financial performance that involve a number
of risks and uncertainties. These factors include, but are not limited to, the
following: our ability to maintain satisfactory on-going arrangements with drug
manufacturers and wholesalers, and their ability to satisfy our volume, pricing,
and product requirements; decrease in demand for drugs we handle; changes in
Medicare or Medicaid; loss of relationships with payors (including Aetna or
other large contracts); negative cost containment trends or financial
difficulties by our payors; changes in or unknown violations of various federal,
state, and local regulations; costs and other effects of legal or administrative
proceedings; the adoption of new or changes to existing accounting policies and
practices and the application of such policies and practices; the amount and
rate of growth in our selling, general and administrative expenses; the
impairment of a significant amount of our goodwill; the effects of and changes
in, trade, monetary and fiscal policies, laws and regulations; other activities
of government agencies; our ability to obtain competitive financing to fund
operations and growth; continuing qualifications to list our securities on a
national stock exchange; developments in medical research affecting the
treatment or cure of conditions for which we distribute medications; the ability
of management and accounting controls to assure accurate and timely information;
computer system, software, or hardware failures or malfunctions; heightened
competition; and loss or retirement of key executives or changes in ownership.
These and other risks and uncertainties are discussed in further detail in the
cautionary statement filed as Exhibit 99.1 as part of Chronimed's annual report
and Form 10-K filed with the Securities and Exchange Commission.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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We are exposed to interest rate risk primarily through our borrowing
activities under our line of credit discussed in Item 2 of this report. Our
short-term borrowings bear interest at variable rates based on the prime rate or
LIBOR. A 10% increase in interest rates would not have a significant effect on
our interest expense based on current borrowing levels. We do not use financial
instruments for trading or other speculative purposes and are not a party to any
leveraged financial instruments.
ITEM 4. CONTROLS AND PROCEDURES
Our management, including the Chief Executive Officer and Chief
Financial Officer, have conducted an evaluation of the effectiveness of
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 within
90 days of filing this report. Based on that evaluation, the Chief Executive
Officer and the Chief Financial Officer concluded that the disclosure controls
and procedures are effective in ensuring that all material information required
to be filed in this quarterly report has been made known to them in a timely
fashion. There have been no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
the Chief Executive Officer and the Chief Financial Officer completed their
evaluation.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material developments in legal proceedings involving
Chronimed Inc. or its subsidiaries since those reported in our Annual Report on
Form 10-K for the fiscal year ended June 28, 2002.
We are involved in routine litigation incidental to the conduct of our
business. We do not believe that any of the litigation to which we are currently
a party will have a material adverse effect on our business or financial
condition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
10.1 Specialty Pharmacy Fuzeon(R) Agreement between the
Company and Roche Laboratories dated March 7, 2003
(without exhibits or schedules).
10.2 Prime Vendor Agreement between the Company and
Cardinal Health dated April 24, 2003.
99.1 Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
99.2 Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
b) Reports on Form 8-K
A Current Report on Form 8-K with a report date of
January 30, 2003, was filed during the third quarter of fiscal 2003 to
provide the full text of the second quarter financial results press
release dated January 29, 2003.
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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.
CHRONIMED INC.
Dated: May 1, 2003 By /s/ HENRY F. BLISSENBACH
-----------------------------------
Henry F. Blissenbach
Chief Executive Officer and
Chairman of the Board of Directors
Dated May 1, 2003 /s/ GREGORY H. KEANE
-----------------------------------
Gregory H. Keane
Vice President, Chief Financial Officer and
Treasurer (Principal Financial and
Accounting Officer)
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CERTIFICATIONS
I, Henry F. Blissenbach, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Chronimed Inc;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact
necessary to make the statement made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 1, 2003
/s/ HENRY F. BLISSENBACH
- -------------------------------
Henry F. Blissenbach
Chief Executive Officer
20
I, Gregory H. Keane, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Chronimed Inc;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of material fact or omit to state a material fact
necessary to make the statement made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
d) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
e) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 1, 2003
/s/ GREGORY H. KEANE
- -------------------------------
Gregory H. Keane
Chief Financial Officer
21