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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
OR
[_] 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 0-12992
SYNTHETECH, INC.
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(Exact name of registrant as specified in its charter)
OREGON 84-0845771
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1290 Industrial Way, Albany, Oregon 97322
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(541) 967-6575
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(Registrant's Telephone Number, Including Area Code)
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 [_]
The number of shares of the registrant's common stock, $.001 par value,
outstanding as of November 13, 2002 was 14,322,094
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SYNTHETECH, INC
INDEX
Page
PART I. FINANCIAL INFORMATION ----
Item 1. Condensed Financial Statements
Balance Sheets ........................................ 3
Statements of Operations .............................. 5
Statements of Cash Flows .............................. 6
Notes to Unaudited Condensed Financial Statements ..... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................... 11
Item 3. Quantitative and Qualitative Disclosure about
Market Risk ........................................... 16
Item 4. Controls and Procedures .............................. 17
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of
Security-Holders ...................................... 18
Item 6. Exhibits and Reports on Form 8-K ...................... 18
Signatures ..................................................... 19
Certification of President and Chief Executive Officer ......... 20
Certification of Vice President Finance and
Chief Financial Officer ........................................ 21
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SYNTHETECH, INC.
BALANCE SHEETS
- --------------------------------------------------------------------------------
SEPTEMBER 30, MARCH 31,
2002 2002
------------ ------------
ASSETS (unaudited)
- ------
Current Assets:
Cash and cash equivalents $ 4,051,000 $ 4,214,000
Accounts receivable, less allowance
for doubtful accounts of $15,000 for
both periods 1,686,000 2,167,000
Inventories, net 3,878,000 4,398,000
Income tax receivable 1,213,000 672,000
Prepaid expenses 271,000 426,000
Deferred income taxes 116,000 116,000
Other current assets 7,000 7,000
------------ ------------
Total Current Assets 11,222,000 12,000,000
Property, Plant and Equipment, net 12,472,000 12,229,000
------------ ------------
Total Assets $ 23,694,000 $ 24,229,000
============ ============
The accompanying notes are an integral part of these financial statements.
3
SYNTHETECH, INC.
BALANCE SHEETS
(continued)
- --------------------------------------------------------------------------------
September 30, March 31,
2002 2002
------------ ------------
Liabilities and Shareholders' Equity (unaudited)
- ------------------------------------
Current Liabilities:
Current portion of long term obligations $ 21,000 $ 20,000
Accounts payable 344,000 465,000
Accrued compensation 110,000 138,000
Deferred revenue 400,000 --
Other accrued liabilities 137,000 61,000
------------ ------------
Total Current Liabilities 1,012,000 684,000
Deferred Income Taxes 463,000 463,000
Long Term Obligations, net of current portion 87,000 97,000
Shareholders' Equity:
Common stock, $.001 par value; authorized
100,000,000 shares; issued and
outstanding, 14,322,000 and 14,307,000
shares 14,000 14,000
Paid-in capital 8,975,000 8,933,000
Deferred compensation (72,000) (61,000)
Retained earnings 13,215,000 14,099,000
------------ ------------
Total Shareholders' Equity 22,132,000 22,985,000
------------ ------------
Total Liabilities and Shareholders' Equity $ 23,694,000 $ 24,229,000
============ ============
The accompanying notes are an integral part of these financial statements.
4
SYNTHETECH, INC.
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
(unaudited)
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
2002 2001 2002 2001
----------- ----------- ----------- -----------
Revenue $ 2,025,000 $ 2,409,000 $ 4,876,000 $ 4,731,000
Cost of Sales 3,100,000 3,086,000 4,994,000 5,396,000
----------- ----------- ----------- -----------
Gross Loss (1,075,000) (677,000) (118,000) (665,000)
Research and Development 161,000 175,000 317,000 298,000
Selling, General and Administrative 443,000 358,000 1,020,000 826,000
----------- ----------- ----------- -----------
Operating Expense 604,000 533,000 1,337,000 1,124,000
----------- ----------- ----------- -----------
Operating Loss (1,679,000) (1,210,000) (1,455,000) (1,789,000)
Other Income, net 18,000 34,000 34,000 89,000
Interest Expense (2,000) (2,000) (4,000) (6,000)
----------- ----------- ----------- -----------
Loss Before Income Taxes (1,663,000) (1,178,000) (1,425,000) (1,706,000)
Benefit for Income Taxes (632,000) (447,000) (541,000) (648,000)
----------- ----------- ----------- -----------
Net Loss $(1,031,000) $ (731,000) $ (884,000) $(1,058,000)
=========== =========== =========== ===========
Basic Loss Per Share $ (0.07) $ (0.05) $ (0.06) $ (0.07)
=========== =========== =========== ===========
Diluted Loss Per Share $ (0.07) $ (0.05) $ (0.06) $ (0.07)
=========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
5
SYNTHETECH, INC.
STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
(unaudited)
For The Six Month Period Ended September 30, 2002 2001
- ------------------------------------------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (884,000) $(1,058,000)
Adjustments to reconcile loss to
net cash used in operating activities:
Depreciation and amortization expense 511,000 1,404,000
Loss on retirement of equipment 111,000 --
Amortization of deferred compensation 12,000 14,000
(Increase) decrease in assets:
Accounts receivable, net 481,000 (602,000)
Inventories, net 520,000 28,000
Income tax receivable (541,000) (649,000)
Prepaid expenses 155,000 158,000
Other assets -- (8,000)
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities (73,000) (182,000)
Deferred revenue 400,000 (17,000)
----------- -----------
Net cash provided by (used in) operating
activities 692,000 (912,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment purchases (865,000) (1,296,000)
----------- -----------
Net cash used in investing activities (865,000) (1,296,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under long-term debt
obligations (9,000) (36,000)
Proceeds from stock purchase plan 19,000 18,000
----------- -----------
Net cash provided by (used in) financing
activities 10,000 (18,000)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (163,000) (2,226,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,214,000 5,389,000
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,051,000 $ 3,163,000
=========== ===========
NON-CASH INVESTING ACTIVITIES:
Issuance of stock options at below fair value $ 23,000 $ 13,000
The accompanying notes are an integral part of these financial statements.
6
SYNTHETECH, INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(Information as of September 30, 2002 and for the three and six-month
periods ended September 30, 2002 is unaudited)
NOTE A. GENERAL AND BUSINESS
Synthetech, Inc. (Company), an Oregon corporation, specializes in developing and
producing Peptide Building Blocks (PBBs), which are chemically modified forms of
natural amino acids, and synthetic non-natural amino acids (Specialty Amino
Acids) using a combination of organic chemistry and biocatalysts. The Company's
PBBs are used predominantly by pharmaceutical companies to make a wide range of
peptide-based drugs under development and on the market for the treatment of
AIDS, cancer, cardiovascular and other diseases. The Company has established a
worldwide reputation in a unique product and technology area as a leading
supplier for all phases of the drug development cycle from discovery through
market launch.
The summary financial statements included herein have been prepared, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although Synthetech management believes that the disclosures are
adequate to make the information presented not misleading. The Company suggests
that these summary financial statements be read in conjunction with the
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K for the year ended March 31, 2002.
The interim period information included herein reflects all adjustments,
consisting of normal recurring adjustments, that are, in the opinion of the
Company's management, necessary for a fair statement of the results of the
respective interim periods. Results of operations for interim periods are not
necessarily indicative of results to be expected for an entire year.
NOTE B. PROPERTY, PLANT AND EQUIPMENT LIVES
Based upon the results of an independent review of the estimated lives of
certain categories of its machinery and equipment and laboratory equipment, the
Company extended the useful lives of certain of these assets as of the beginning
of the first quarter of fiscal 2003. The Company initiated the review as it
became evident after several years of use that certain Company equipment may
have longer usefulness, both functionally and from a technology perspective,
than originally anticipated. The recent changes in estimated useful lives, which
are indicated in the table below, reduced total depreciation expense and
resulted in an after-tax decrease to net loss of approximately $273,000, or
$0.02 per share, and $459,000, or $0.03 per share, for the second quarter and
first half of fiscal year 2003, respectively.
Estimated Useful Lives:
(in years) 2003 2002
----------------------------- ------------ ------------
Machinery and equipment 5 - 17 5
Laboratory equipment 5 - 7 5
-----------------------------------------------------------
7
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE C. NEW ACCOUNTING PRONOUNCEMENTS
In August 2001, the FASB approved SFAS No. 143, "Accounting for Asset Retirement
Obligations." SFAS No. 143 addresses the financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs.
In October 2001, the FASB approved SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," which supersedes SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of" and the accounting and reporting provisions of APB No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" for the disposal of a segment of a business. SFAS No. 144 retains
many of the fundamental provisions of SFAS No. 121, but resolves certain
implementation issues associated with that Statement.
SFAS Nos. 143 and 144 are effective for the Company beginning in fiscal 2003.
The adoption of SFAS Nos. 143 and 144 have not had a significant impact on the
Company's financial condition or results of operations.
In July 2002, the FASB approved SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 addresses the financial
accounting and reporting for obligations associated with an exit activity,
including restructuring, or with a disposal of long-lived assets. Exit
activities include, but are not limited to, eliminating or reducing product
lines, terminating employees and contracts and relocating plant facilities or
personnel. SFAS No. 146 specifies that a company will record a liability for a
cost associated with an exit or disposal activity only when that liability is
incurred and can be measured at fair value. Therefore, commitment to an exit
plan or a plan of disposal expresses only management's intended future actions
and, therefore, does not meet the requirement for recognizing a liability and
the related expense. SFAS No. 146 is effective prospectively for exit or
disposal activities initiated after December 31, 2002, with earlier adoption
encouraged. The Company does not anticipate that the adoption of SFAS No. 146
will have a material effect on its financial position or results of operations.
NOTE D. COMPREHENSIVE INCOME OR LOSS
The Company has no material components of comprehensive income or loss other
than net income or loss. Accordingly, comprehensive income/loss was equal to net
income/loss for all periods presented.
8
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE E. EARNINGS PER SHARE
Basic earnings per share (EPS) are computed by dividing net income by the
weighted average number of shares of common stock outstanding during the period.
Diluted earnings per share are computed by dividing net income by the weighted
average number of shares of common stock and common stock equivalents
outstanding during the period, calculated using the treasury stock method as
defined in SFAS No. 128. The following is a reconciliation of the shares used to
calculate basic earnings per share and diluted earnings per share:
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------------ ------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
Weighted average shares
Outstanding for Basic EPS 14,314,145 14,284,428 14,309,151 14,282,048
Dilutive effect of common stock
Options issuable under
treasury stock method -- -- -- --
---------- ---------- ---------- ----------
Weighted average common and
common equivalent shares
outstanding for Diluted EPS 14,314,145 14,284,428 14,309,151 14,282,048
========== ========== ========== ==========
The following common stock equivalents were excluded from the earnings per share
computation because their effect would have been anti-dilutive:
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
--------------------- -----------------------
2002 2001 2002 2001
--------- -------- --------- ----------
Common stock options outstanding 1,102,300 275,100 1,102,300 275,100
========= ======== ========= ==========
9
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE F. STATEMENTS OF CASH FLOWS
Supplemental cash flow disclosures:
FOR THE THREE MONTHS FOR THE SIX MONTHS
CASH PAID ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
--------------- ------------------------ ------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
Income Taxes $ -- $ -- $ -- $ 1,000
Interest $ 2,000 $ 3,000 $ 4,000 $ 6,000
NOTE G. INVENTORIES
The major components of inventories are as follows:
SEPTEMBER 30, MARCH 31,
2002 2002
---------- ----------
Raw materials $1,172,000 $1,126,000
Work in process 953,000 1,281,000
Finished products 1,753,000 1,991,000
---------- ----------
$3,878,000 $4,398,000
========== ==========
The September 30, 2002 and March 31, 2002 inventory is net of a $702,000 and
$25,000 inventory loss reserve, respectively. The Company recorded a charge of
$652,000 ($404,000 after tax, $0.03 per share) in the quarterly period ended
September 30, 2002, related to the valuation of impaired inventory.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the percentage of
revenues represented by each item included in the Statements of Operations.
PERCENTAGE OF REVENUES
- --------------------------------------------------------------------------------
For the Three Months For the Six Months
Ended September 30, Ended September 30,
----------------------- -----------------------
2002 2001 2002 2001
-------- -------- -------- --------
Revenues 100.0% 100.0% 100.0% 100.0%
Cost of Revenues 153.1 128.1 102.4 114.1
-------- -------- -------- --------
Gross Loss (53.1) (28.1) (2.4) (14.1)
Research and Development 8.0 7.3 6.5 6.3
Selling, General and Administrative 21.8 14.9 20.9 17.5
-------- -------- -------- --------
Operating Expense 29.8 22.2 27.4 23.8
Operating Loss (82.9) (50.3) (29.8) (37.9)
Other Income 0.9 1.4 0.7 1.9
Interest Expense (0.1) (0.1) (0.1) (0.1)
-------- -------- -------- --------
Loss Before Income Taxes (82.1) (49.0) (29.2) (36.1)
Benefit For Income Taxes (31.2) (18.6) (11.1) (13.7)
-------- -------- -------- --------
Net Loss (50.9)% (30.4)% (18.1)% (22.4)%
======== ======== ======== ========
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
REVENUES
- --------
Revenues of $2.0 million in the second quarter of fiscal 2003 decreased by
$384,000, or 15.9%, compared to $2.4 million in the second quarter of fiscal
2002. Revenues of $4.9 million in the first half of fiscal 2003 increased
slightly from revenues of $4.7 million in the first half of fiscal 2002.
Revenues in the second quarter and first half of fiscal 2003 included $814,000
and $3.1 million, respectively, of shipments of peptide building blocks (PBBs)
to two customers to support production of two large-scale drug projects in
clinical development. Shipments to these same two customers totaled $1.4 million
and $2.0 million, for the second quarter and first half of fiscal 2002,
respectively. Shipments to the cosmeceutical sector totaled $393,000 and
$538,000 in the second quarter and first half of fiscal 2003, respectively.
During the second quarter and first half of fiscal 2002, shipments to the
cosmeceutical sector totaled $317,000 and $1.0 million, respectively. A
cosmeceutical is a product that makes no therapeutic claims but is intended for
topical use by humans.
International sales, mainly to Europe, were $403,000 and $813,000 for the second
quarter and first half of fiscal 2003, respectively, compared to $235,000 and
$1.06 million for the second quarter and first half of fiscal 2002,
respectively. International sales, like all Company revenues, are subject to
significant quarterly fluctuations.
A substantial portion of revenues for any given quarter is typically comprised
of orders relating to a few projects, and the delay or loss of any key project
would have a significant negative impact on the Company's results of operations
for that quarter.
Management believes that revenues for the second half of fiscal 2003, including
forecasted revenues of approximately $3.7 million in the third quarter, will
exceed revenues recorded during the first half of fiscal 2003.
GROSS LOSS
- ----------
The gross loss for the second quarter of fiscal 2003 was $1.1 million, or 53% of
revenues, compared to a gross loss of $677,000, or 28% of revenues, for the
second quarter of fiscal 2002. The gross loss for the first half of fiscal 2003
was $118,000, or 2% of revenues, compared to a gross loss of $665,000, or 14% of
revenues, for the first half of fiscal 2002.
The gross loss for the second quarter and first six months of fiscal 2003
reflect reserves for impaired inventory of $652,000 and $677,000, respectively.
The international fine chemicals industry, where the Company is a niche
participant, has been marked by overcapacity and a resulting downward pressure
on pricing. In addition, it has become increasingly difficult to rework certain
raw materials on a cost effective basis. Accordingly the value of the Company's
inventory has been adversely impacted by these and other factors, including,
among other things: material related to customer projects which have been
discontinued or are on hold; and changes in customer preferences towards
products that contain no animal content.
The gross loss for the second quarter and first half of fiscal 2003 reflect
inventory write-offs totaling $547,000 and $896,000, respectively. This compares
to inventory write-offs totaling $260,000 and $441,000 in the second quarter and
first half of fiscal 2002, respectively. A significant portion of the write-offs
relate to material which failed to meet customer specifications or is associated
with the early stages of development and production of products not previously
manufactured by the Company. Factors identified in the preceding paragraph also
played a role in the write-off of certain items.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
Management evaluates the Company's inventory for impairment whenever indicators
of impairment exist. Indicators of impairment consist of, but are not limited
to, decreases in selling price; changes in customer specifications; a customer
terminates a project or places a project on-hold; material produced by the
Company varies from customer specifications; and the cost to produce material
exceeds the current market price. Management will then write-down the Company's
inventories to reflect an estimate for impairment. The amount of the write-down
is equal to the difference between the cost of inventory and the estimated
market value based upon assumptions about future demand and market conditions.
If actual market conditions are less favorable than those projected by
management, additional inventory write-downs may be required in the future. Any
such write-downs would be reflected as a charge to earnings in the relevant
period.
As further discussed in Note B to the attached financial statements, at the
beginning of fiscal year 2003, the Company extended the useful lives of certain
of its machinery and equipment. The extension in asset lives decreased
depreciation expense which decreased gross loss for the second quarter and first
half of fiscal 2003 by approximately $441,000 and $741,000, respectively. The
extension in asset lives will decrease depreciation expense and improve gross
profit or reduce gross loss for the remaining periods of the originally
estimated useful lives of the applicable machinery and equipment.
Cost of revenues included an increase in property taxes and insurance costs of
$97,000, or 67%, during the first half of fiscal 2003 compared to the comparable
period of fiscal 2002. The increase is the result of the Company's plant
expansions, the expiration of a property tax deferral, and general increases in
the cost of insurance. Losses on the retirement of machinery and equipment
totaled $89,000 and $111,000 in the second quarter and first half of fiscal
2003, respectively, which were included in cost of revenues.
Cost of revenues includes raw materials consumed, all labor, facility and
similar expenses incurred by the Company's manufacturing department during the
period, including expenses not directly allocated to manufacturing the products
sold during the period, and adjustments to inventory.
OPERATING EXPENSES
- ------------------
Research and development (R&D) expense in the second quarter of fiscal 2003 was
$161,000, or 8% of revenues, compared to $175,000, or 7% of revenues, in the
second quarter of fiscal 2002. R&D expense in the first half of fiscal 2003 was
$317,000, or 7% of revenues, compared to $298,000, or 6% of revenues, for the
comparable period of fiscal 2002. R&D labor and related costs for the first six
months of fiscal 2003 increased $77,000, or 40%, compared to the comparable
period of fiscal 2002. The increase in labor and related costs primarily
reflects the hiring of additional chemists. The increases in labor and related
costs during the first half of fiscal 2003 were partially offset by a reduction
in employee search fees.
Selling, general and administrative (SG&A) expense in the second quarter of
fiscal 2003 was $443,000, or 22% of revenues, compared to $358,000, or 15% of
revenues, in the second quarter of fiscal 2002. SG&A expense in the first half
of fiscal 2003 was $1.0 million, or 21% of revenues, compared to $826,000, or
17% of revenues, for the comparable period of fiscal 2002. The increases in SG&A
expense for the second quarter and the first half of fiscal 2003 primarily
reflect one time costs relating to the retirement of a Company officer, general
increases in labor and employee benefit costs, and increases in marketing
expenses.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
OPERATING LOSS
- --------------
Operating loss in the second quarter and first half of fiscal 2003 was $1.7
million and $1.5 million, respectively, compared with operating loss in the
second quarter and first half of fiscal 2002 of $1.2 million and $1.8 million,
respectively.
OTHER INCOME, NET
- -----------------
Other income, net in the second quarter and first half of fiscal 2003 was
$18,000 and $34,000, respectively, compared to other income, net in the second
quarter and first half of fiscal 2002 of $34,000 and $89,000, respectively.
Other income, net is primarily comprised of interest earned on cash equivalents.
INTEREST EXPENSE
- ----------------
Interest expense was $2,000 and $4,000, respectively, for the second quarter and
first half of fiscal 2003, and $2,000 and $6,000 for the second quarter and
first half of fiscal 2002, respectively.
BENEFIT FOR INCOME TAXES
- ------------------------
For all periods presented, the Company recorded an income tax benefit at the
statutory combined federal and state rate of 38%.
NET LOSS
- --------
Net loss for the second quarter of fiscal 2003 was $1,031,000, or 51% of
revenues, compared to a net loss of $731,000, or 30% of revenues, for the second
quarter of fiscal 2002. Net loss for the first half of fiscal 2003 was $884,000,
or 18% of revenues, compared to a net loss of $1.1 million, or 22% of revenues,
for the comparable period of fiscal 2002. The effect on net loss for the second
quarter and first half of fiscal 2003 from the extension of the useful lives of
certain of the Company's machinery and equipment, as discussed in Note B to the
attached financial statements, was to reduce the net loss by approximately
$273,000, or $0.02 per share, and $459,000, or $0.03 per share, respectively.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
INDUSTRY FACTORS
MARKET FACTORS
- --------------
The Company manufactures PBBs for use in synthetically manufactured peptide,
peptidomimetic small molecule and other drugs. The market for PBBs is driven by
the market for the drugs in which they are incorporated. The drug development
process is dictated by the marketplace, drug companies and the regulatory
environment. The Company has no control over the pace of these drug development
efforts, which drugs get selected for clinical trials, which drugs are approved
by the FDA or, even if approved, the ultimate market potential of the drugs. The
Company also manufactures PBBs for use in a cosmeceutical, and faces similar
factors in that market.
The three stages of the drug development process include: R&D or discovery
stage, clinical trial stage and marketed drug stage. Synthetech's customers can
spend years researching and developing new drugs, taking only a small percentage
to clinical trials and fewer yet to commercial market. A substantial amount of
the activity continues to occur at the earlier stages of research and
development and clinical trials. The market for peptide and peptidomimetic small
molecule drugs is still developing.
Recurring sales of PBBs for development programs are sporadic. The high
cancellation rate for drug development programs results in a significant
likelihood that there will be no subsequent or "follow-on" PBB sales for any
particular drug development program. Accordingly, the level and timing of orders
by the Company's customers relating to specific drug development programs varies
substantially from period to period and the Company cannot rely on any one
customer as a constant source of revenue.
The size of PBB orders for marketed drugs can be substantially larger than those
for the discovery or clinical trial stages. Sales of PBBs for marketed drugs can
also provide an opportunity for continuing longer-term sales. While not subject
to the same high cancellation rate faced by discovery and clinical trial stage
drug development programs, the demand for the approved drugs, however, remains
subject to many uncertainties, including, without limitation, the drug price,
the drug side effects and the existence of other competing drugs. These factors,
which are outside of the control of the Company, affect the level of demand for
the drug itself and, therefore, the demand for PBBs. Also, industry cost
pressures can cause pharmaceutical companies to explore and ultimately adopt
alternative manufacturing processes which may not include the Company's PBBs as
an intermediate. The Company experiences intense competition to supply PBBs,
particularly with longer-term, larger-scale orders. Competition may lead to the
loss of customers and is creating downward price pressure for some of the
Company's products. In addition, the price per unit of Company products for a
given project generally decreases as volume demand for the project increases.
These factors may lead to reduced margins for certain products.
Similar dynamics affect the cosmeceutical development process and market, except
that the regulatory oversight and, consequently, the typical length of a
product's "time to market" is reduced. Cosmeceutical products make no
therapeutic claims and, accordingly, the more extensive and time-consuming
clinical trials to establish efficacy are not required.
The foregoing industry factors create an inability for the Company to predict
future demand beyond its current order base. Until the Company develops a stable
base load of demand, the Company is likely to continue to experience significant
fluctuations in its periodic results.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (continued)
PRODUCTION FACTORS
- ------------------
Synthetech has a full cycle "grams to tons" production capability and has made
over 400 products. With over 14 years of experience, Synthetech has developed
extensive PBB process technology and is recognized as one of the leaders in this
area. Nevertheless, initial batches of new products and scaling up production
processes of existing products may result in significantly lower than expected
yields, extended processing time and may require substantial rework to meet the
required specification. These factors could cause increased costs and delay
shipments and, thus, affect periodic operating results.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2002, the Company had working capital of $10.2 million,
compared to $11.3 million at March 31, 2002. The Company's cash and cash
equivalents at September 30, 2002 totaled $4.1 million, compared to $4.2 million
at March 31, 2002. The Company has a $2 million bank line of credit,
collateralized by accounts receivable, of which there was no amount outstanding
at September 30, 2002. The line of credit expires on August 31, 2003. Net cash
provided by operating activities was $692,000 for the first half of fiscal 2003.
Purchases of property plant and equipment totaled $865,000 and principal
payments on long-term debt totaled $9,000 for the first half of fiscal 2003. The
Company believes that its existing cash and cash equivalents, its bank line of
credit and funds generated from operations will be sufficient to support
operations for the next twelve months.
The decrease in accounts receivable to $1.7 million at September 30, 2002 from
$2.2 million at March 31, 2002 primarily reflects differences in the timing and
amount of shipments between the periods. The decrease in inventory to $3.9
million at September 30, 2002, from $4.4 million at March 31, 2002, is primarily
the result of a $677,000 provision for impaired inventory. Deferred revenue of
$400,000 at September 30, 2002, represents a customer advance for product to be
shipped in the third quarter of fiscal 2003.
The Company incurred $865,000 of capital expenditures during the first half of
fiscal 2003, of which $285,000 was expended on an automated process control
system which became functional in July 2002. During July 2002, the Company also
purchased property adjacent to its present manufacturing facilities in Albany,
Oregon. The adjacent property includes office and warehouse space into which the
Company plans to expand. The purchase price was $325,000, the Company expects to
spend an additional $125,000 preparing the facility for occupancy, which is
scheduled for the third quarter of fiscal 2003. The Company's capital budget for
fiscal 2003 is $1.5 million. The Company expects to finance all capital
expenditures from internal cash flow and existing financial resources and does
not anticipate the need for any new debt or equity financing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company's primary financial market risk exposure is the impact of interest
rate fluctuations on interest income earned on our cash deposits and cash
equivalents. The risks associated with market, liquidity and principal are
mitigated by investing in high-quality credit securities and limiting
concentrations of issuers and maturity dates. Derivative financial instruments
are not part of the Company's investments.
16
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK (CONTINUED)
Substantially all of the Company's purchases and sales are denominated in U.S.
dollars, and as a result, it has relatively little exposure to foreign currency
exchange risk with respect to any of its purchases and sales. The Company does
not currently hedge against foreign currency rate fluctuations. Management
believes the effect of an immediate 10 percent change in exchange rates would
not have a material impact on the Company's operating results or cash flows.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains a system of disclosure controls and procedures designed to
provide reasonable assurance as to the reliability of the Company's published
financial statements and other disclosures included in the Company's reports
under the Securities Exchange Act of 1934. Within the 90 day period prior to the
date of this report, the Company evaluated the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Rule 13a-14 of
the Securities Exchange Act of 1934. Based upon that evaluation, the Company's
Chief Executive Officer and the Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective in timely alerting
them to material information relating to the Company and required to be included
in the Company's Exchange Act reports.
There have been no significant changes in the Company's internal controls or in
other factors which could significantly affect these internal controls including
any corrective actions with regard to significant deficiencies and material
weaknesses subsequent to the date that the Company completed its evaluation.
================================================================================
This Report on Form 10-Q includes "forward-looking" information (as defined in
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934), including, without limitation, statements regarding:
future performance, growth and operating results of the Company, including
revenues for the third quarter and second half of fiscal 2003; the adequacy of
reserves against potential future impairment of inventory; the sufficiency of
existing and anticipated funds to support future operations; the Company's
anticipated capital expenditures and financing thereof; and the effect any
change in foreign currency exchange rates would have on the Company's operating
results. Investors are cautioned that forward-looking statements involve risks
and uncertainties, and various factors could cause actual results to differ
materially from those in the forward-looking statements. Forward-looking
statements include, without limitation, any statement that may predict,
forecast, indicate or imply future results, performance or achievements, and may
contain the words "believe," "anticipate," "expect," "estimate," "project,"
"will be," "will continue," "will likely result," or words or phrases of similar
meanings. The risks and uncertainties include, but are not limited to, the
following: the uncertain market for our products, potential loss of a
significant customer, customer concentration, potential termination or
suspension by customer of significant projects, potential period to period
revenue fluctuations, production factors, industry cost factors, competition,
government regulation, labor disputes, technological change, and international
business risks. Investors are directed to the Company's filings with the
Securities and Exchange Commission, including the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 2002, for a further description of
risks and uncertainties related to forward-looking statements made by the
Company as well as to other aspects of the Company's business.
17
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
The Company held its Annual Meeting of Shareholders on July 18, 2002. At that
Meeting, the election of Class II Directors was approved by the Shareholders:
Election of Directors:
Class/Name Votes For Votes Withheld
---------- --------- --------------
Class II Directors (term expiring in 2005)
David R. Clarke 13,675,549 145,405
Edward M. Giles 13,676,774 144,180
Charles B. Williams 13,645,549 175,405
Continuing Directors:
Class/Name
----------
Class I Directors (term expiring in 2004)
Paul C. Ahrens
Daniel T. Fagan
Page E. Golsan, III
Class III Directors (term expiring in 2003)
Howard L. Farkas
M. "Sreeni" Sreenivasan
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit 3.1 Articles of Incorporation of the Company, as amended,
incorporated by reference to the exhibits filed with
the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1991.
Exhibit 3.2 Bylaws of the Company, as amended, incorporated by
reference to the exhibits filed with the Company's
Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2001.
Exhibit 10.1 Amendment, dated July 18, 2002, to Revolving Credit
Note and Agreement dated as of September 21, 2001
between Synthetech Inc. and U.S. Bank N.A. (The
Revolving Credit Note and Agreement was filed with
the Commission as Exhibit 10.11 to the Company's
Annual Report on Form 10-K for the fiscal year ended
March 31, 2002.)
Exhibit 99.1 Chief Executive Officer Certification Pursuant to the
Section 906 of the Sarbanes-Oxley Act of 2002
Exhibit 99.2 Chief Financial Officer Certification Pursuant to the
Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K.
None
18
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.
SYNTHETECH, INC.
(Registrant)
Date: November 12, 2002 /s/ M. Sreenivasan
---------------------------------
M. Sreenivasan
President & C.E.O.
Date: November 12, 2002 /s/ Gary A. Weber
---------------------------------
Gary A. Weber
Vice President Finance &
Chief Financial Officer
19
CERTIFICATION
PRESIDENT AND CHIEF EXECUTIVE OFFICER
I, M. Sreenivasan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Synthetech, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements 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 date 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: November 12, 2002 By: /s/ M. Sreenivasan
-------------------------
M. Sreenivasan
Title: President & C.E.O.
20
CERTIFICATION
VICE PRESIDENT FINANCE & CHIEF FINANCIAL OFFICER
I, Gary A. Weber, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Synthetech, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements 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 date 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: November 12, 2002 By: /s/ Gary A. Weber
-----------------------------
Gary A. Weber
Title: Vice President Finance &
Chief Financial Officer
21