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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 2000
Commission File Number 1-31070
Derma Sciences, Inc.
(Exact name of small business issuer as specified in its Charter)
Pennsylvania 23-2328753
(State or other jurisdiction (IRS employer
of Incorporation) identification number)
214 Carnegie Center, Suite 100
Princeton, NJ 08540
(609) 514-4744
(Address including zip code and telephone
number, of principal executive offices)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
--------- --------
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Date: March 31, 2000 Class: Common Stock, par value $.01 per share
Shares Outstanding: 1,409,272
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<PAGE>
DERMA SCIENCES, INC.
FORM 10-QSB
INDEX
Description Page
- ----------- ----
Part I - Financial Information
Item 1. Consolidated Financial Statements
Balance Sheet - March 31, 2000.................................... 2
Statements of Operations - Three months ended March 31, 2000
and March 31, 1999............................................. 3
Statements of Cash Flows - Three months ended March 31, 2000
and March 31, 1999............................................. 4
Notes to Consolidated Financial Statements........................ 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations...................................... 9
Part II - Other Information
Item 1. Legal Proceedings.............................................. 11
Item 6. Exhibits and Reports on Form 8-K............................... 11
1
<PAGE>
DERMA SCIENCES, INC.
<TABLE>
<CAPTION>
Consolidated Balance Sheets
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March 31, December 31,
ASSETS 2000 1999
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 1,128,078 $ 1,221,691
Accounts receivable, net 1,997,742 2,041,099
Inventories 1,472,212 1,289,138
Current portion of officers' notes receivable 19,330 19,330
Prepaid expenses and other current assets 299,740 223,120
- ----------------------------------------------------------------------------------------------------------------------
Total current assets 4,917,102 4,794,378
Property and equipment, net 360,974 382,542
Other Assets
Officers' notes receivable 76,034 76,034
Goodwill and other intangibles, net 1,516,923 1,548,246
Sundry 838 838
- ----------------------------------------------------------------------------------------------------------------------
Total Assets $ 6,871,871 $ 6,802,038
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LIABILITIES AND SHAREHOLDERS' EQUITY
- ----------------------------------------------------------------------------------------------------------------------
Current Liabilities
Bank line of credit $ 910,000 $ 650,000
Accounts payable 1,303,717 1,261,620
Accrued expenses and other current liabilities 440,121 493,964
- ----------------------------------------------------------------------------------------------------------------------
Total current liabilities 2,653,838 2,405,584
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Long-Term Liabilities
Convertible bonds 850,000 1,325,000
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Total liabilities 3,503,838 3,730,584
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Shareholders' Equity
Common stock, $.01 par value, 30,000,000 share authorized;
issued and outstanding: 1,409,272 and 1,325,938 shares in 2000 and
1999, respectively $ 14,092 $ 13,259
Convertible preferred stock, $.01 par value; 11,750,000 shares
authorized; issued and outstanding: 1,511,179 and 1,014,180 in 2000 and
1999, respectively 14,809 9,392
Additional paid-in capital 11,416,947 10,798,197
Accumulated deficit (8,077,815) (7,749,394)
- ----------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 3,368,033 3,071,454
- ----------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 6,871,871 $ 6,802,038
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</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
DERMA SCIENCES, INC.
<TABLE>
<CAPTION>
Consolidated Statement of Operations
- ----------------------------------------------------------------------------------------------------------------------
Three months ended
March 31,
2000 1999
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 2,156,619 $ 2,583,818
Cost of sales 969,514 898,962
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Gross Profit 1,187,105 1,684,856
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Operating expenses 1,487,602 2,163,384
Other (income) and expense, net 27,923 (9,587)
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1,515,525 2,153,797
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Loss before provision for income taxes (328,420) (468,941)
Provision for income taxes 0 0
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Net Loss $ (328,420) $ (468,941)
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Loss per common share basic and diluted $ (0.23) $ (0.38)
- ----------------------------------------------------------------------------------------------------------------------
Shares used in computing loss per common share 1,409,272 1,247,158
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
DERMA SCIENCES, INC.
<TABLE>
<CAPTION>
Consolidated Statement of Cash Flows
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Three months ended
March 31,
2000 1999
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<S> <C> <C>
Operating Activities
Net loss $ (328,420) $ (468,941)
Adjustments to reconcile net loss to
net cash used in operating activities
Depreciation and amortization 61,180 78,413
Medicaid rebate adjustments 0 0
Provision for bad debts 27,000 13,400
Changes in operating assets and
liabilities, net of effects
of purchased business
Accounts receivable 16,357 (491,051)
Inventories (183,074) 43,538
Prepaid expenses and other current assets (76,620) (33,016)
Other assets 0 (861)
Accounts payable 42,097 (113,873)
Accrued expenses and other current liabilities (53,843) (921)
- ----------------------------------------------------------------------------------------------------------------------
Net cash used in operating activities (495,323) (973,312)
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Investing Activities
Purchases of property and equipment, net (8,290) (24,247)
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Net cash used in investing activities (8,290) (24,247)
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Financing Activities
Proceeds from increase in bank line of credit 260,000 700,000
Proceeds from issuance of bonds 150,000 0
Purchase and retirement of treasury stock 0 (1,018)
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Net cash provided by financing activities 410,000 698,982
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Net decrease in cash and cash equivalents (93,613) (298,577)
Cash and cash equivalents
Beginning of period 1,221,691 2,338,552
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End of period 1,128,078 2,039,975
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Supplemental cash flow information
Conversion of bonds payable to preferred stock $ 625,000 $ 0
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</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
DERMA SCIENCES, INC.
Notes To Consolidated Financial Statements (Unaudited)
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Note 1 - The Company
Derma Sciences, Inc., and its subsidiaries (the "Company") is a full line
provider of advanced wound and skin care products. The Company markets its
products principally through independent distributors servicing the long-term
care, home health and acute care markets in the United States and select
international markets.
On September 9, 1998, the Company acquired Genetic Laboratories Wound
Care, Inc. ("Genetic Labs"), in a business combination accounted for as a
pooling of interests. Genetic Labs markets proprietary wound care products;
primarily wound closure strips, specialty fasteners and net dressings. Sales are
made primarily to medical supply distributors throughout the United States and
in foreign countries, mainly Europe, utilizing independent sales
representatives. In December 1999, pursuant to an Agreement and Plan of Merger
dated December 27, 1999, Genetic Labs was merged into Derma Sciences by means of
a tax-free reorganization whereby the separate corporate existence of Genetic
Labs ceased.
On October 29, 1998, the Company acquired all of the issued and
outstanding stock of Sunshine Products, Inc. ("Sunshine Products"), in a
business combination accounted for as a purchase. Sunshine Products is a
manufacturer of general purpose and specialized skincare products for hospitals,
nursing homes and other institutional facilities.
Note 2 - Summary of Significant Accounting Policies
The consolidated financial statements include the accounts of Derma
Sciences, Inc. and its wholly owned subsidiary, Sunshine Products, Inc. All
significant intercompany accounts and transactions have been eliminated upon
consolidation.
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the
consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
For purposes of presenting cash flows, the Company considers cash and
cash equivalents as amounts on hand, on deposit in financial institutions and
highly liquid investments purchased with an original maturity of three months or
less.
Note 3 - Basis of Presentation
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-QSB and
Item 310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three-month period
ended March 31, 2000, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2000. For further information, refer
to the financial statements and footnotes thereto for the year ended December
31, 1999, included in Form 10-KSB, as amended, filed with the Securities and
Exchange Commission.
5
<PAGE>
DERMA SCIENCES, INC.
Notes To Consolidated Financial Statements (Unaudited)
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Note 4 - Goodwill and Other Intangibles
As of March 31, 2000
Accumulated
Cost Basis Amortization Net
---------- ------------ ---
Goodwill $1,497,365 $169,491 $1,327,874
Other Intangibles 444,067 255,018 189,049
------- ------- -------
Totals $1,941,432 $424,509 $1,516,923
========== ======== ==========
Note 5 - Income Taxes
At December 31, 1999, the Company has net operating loss carryforwards
of approximately $6,200,000 for federal tax purposes that begin to expire in
years 2012 through 2019. For state tax purposes, the Company has net operating
loss carryforwards of $4,100,000 that expire in years 2004 through 2009. During
1998 the Company had a change in control as defined by the Internal Revenue Code
Section 382. Consequently, certain limitations may apply to limit the timing and
amount of such net operating loss carryforwards.
Note 6 - Convertible Bonds
Series A
On November 19, 1997, the Company completed a private placement of its
Series A Convertible Bonds ("Series A Bonds") in which an aggregate of $1.8
million was raised. Terms of the Series A Bonds required that upon approval by
the Company's shareholders of at least a new class of preferred stock (which
approval was obtained in January, 1998) the Series A Bonds automatically convert
into units ("Series A Units") at the rate of $4.00 per Series A Unit. Each
Series A Unit consists of one share of Series A Preferred Stock convertible into
one share of Common Stock and one warrant to purchase one share of Common Stock
at a price of $4.50.
Series B
On July 14, 1998, the Company completed a private placement of its
Series B Convertible Bonds ("Series B Bonds") in which an aggregate of $4.0
million was raised. Terms of the Series B Bonds required that upon approval by
the Company's shareholders of at least 666,680 additional shares of preferred
stock (which approval was obtained in September, 1998) the Series B Bonds
automatically convert into units ("Series B Units") at the rate of $6.00 per
Series B Unit. Each Series B Unit consists of one share of Series B Preferred
Stock convertible into one share of Common Stock and one warrant to purchase one
share of Common Stock at a price of $6.75.
Series C
On August 16, 1999, the Company completed a private placement of its
Series C Convertible Bonds ("Series C Bonds") in which an aggregate of $875,000
was raised. The Series C Bonds originally matured on August 15, 2000. However,
in March of 2000 the bondholders extended the maturity of the Series C Bonds
until January 7, 2001. The Series C Bonds pay interest only, at New York prime,
until maturity. Series C Bonds may be converted, at the option of the
bondholder, into 795,455 units ("Series C Units") each consisting of one share
of Series C Convertible Preferred Stock ("Series C Preferred Stock") convertible
into one share of Common Stock and one warrant to purchase one share of Common
Stock at a price of $1.10. In March 2000, bondholders owning
6
<PAGE>
DERMA SCIENCES, INC.
Notes To Consolidated Financial Statements (Unaudited)
- --------------------------------------------------------------------------------
$475,000 in aggregate principal amount of the Series C Bonds converted the
principal and accrued interest of their Series C Bonds into Series C Units.
Series D
On December 29, 1999, the Company completed a private placement of its
Series D Convertible Bonds ("Series D Bonds") in which an aggregate of $450,000
was raised. The Series D Bonds originally matured on December 31, 2000. However,
in March of 2000 the bondholders extended the maturity of the Series D Bonds
until January 7, 2001. The Series D Bonds pay interest only, at the prime rate,
as defined, until maturity. Series D Bonds may be converted, at the option of
the bondholder, into 444,444 units ("Series D Units") each consisting of one
share of Series D Convertible Preferred Stock ("Series D Preferred Stock")
convertible into one share of Common Stock and one warrant to purchase one share
of Common Stock at a price of $1.0125. In March 2000, bondholders owning
$150,000 in aggregate principal amount of the Series D Bonds converted the
principal and accrued interest of their Series D Bonds into Series D Units.
Note 7 - Shareholders' Equity
Increase in Authorized Common Stock
On May 26, 1999 the Company, upon recommendation of its Board of
Directors and approval of its shareholders, amended its articles of
incorporation to increase authorized Common Stock from 15,000,000 to 30,000,000
shares. The par value of the Common Stock remains at $.01 per share.
Reverse Stock Split
On August 2, 1999 the Company, upon recommendation of its Board of
Directors and approval of its shareholders, amended its articles of
incorporation to implement a one-for-five reverse split of its Common Stock,
Series A Preferred Stock and Series B Preferred Stock pursuant to which: (1)
each five issued and outstanding shares of Common Stock were combined into one
share of Common Stock; (2) each five issued and outstanding shares of Series A
Preferred Stock were combined into one share of Series A Preferred Stock; and
(3) each five issued and outstanding shares of Series B Preferred Stock were
combined into one share of Series B Preferred Stock. Fractional shares resulting
from the reverse split were rounded to the next higher number of whole shares.
The number of authorized shares and the par value of the Common Stock, Series A
Preferred Stock and the Series B Preferred Stock were not affected by the
reverse split.
Preferred Stock
The Company's shareholders, at a special meeting of shareholders held
on January 7, 1998, authorized creation of 1,750,000 shares of preferred stock.
The Company's directors then designated 350,000 shares of preferred stock as
Series A Convertible Preferred Stock ("Series A Preferred") with the above and
below described rights and preferences. Upon authorization of the Series A
Preferred, the $1,400,000 of outstanding Series A Convertible Bonds were
automatically converted into 350,000 Series A Units (described above under
Series A Convertible Bonds) effective as of December 31, 1997. The Series A
Preferred bears no dividend and there are no conversion price reset or
anti-dilution provisions.
The Company's shareholders, at a special meeting of shareholders held
on September 9, 1998, authorized creation of an additional 10,000,000 shares of
preferred stock. The Company's directors then designated 666,680 shares of the
10,000,000 shares of newly authorized preferred stock as Series B Convertible
Preferred Stock ("Series
7
<PAGE>
DERMA SCIENCES, INC.
Notes To Consolidated Financial Statements (Unaudited)
- --------------------------------------------------------------------------------
B Preferred") with the above and below designated rights and preferences. Upon
authorization of the Series B Preferred, the $4,000,000 of the outstanding
Series B Convertible Bonds were automatically converted into 666,880 Series B
Units (described above under Series B Convertible Bonds). The Series B Preferred
bears no dividend and there are no conversion price reset or anti-dilution
provisions.
During the first quarter of 2000, 83,334 shares of Series A Preferred Stock
were converted into 83,334 shares of Common Stock.
Stock Purchase Warrants
At December 31, 1999, the Company had 2,532,728 warrants outstanding to
purchase the Company's common stock, all of which are currently exercisable at
prices ranging from $1.01 to $6.75 and expiring 1999 through 2009.
Note 8 - Loss Per Common Share
Basic earnings per share is calculated by dividing net income (loss) by
the weighted average common shares outstanding for the period. Diluted earnings
per share is calculated by dividing net income (loss) by the weighted average
common shares outstanding for the period plus the dilutive effect of equity
instruments. No exercise of stock options, purchase rights, stock purchase
warrants, or the conversion of preferred stock and cumulative preferred
dividends was assumed during fiscal 2000 or 1999 because the assumed exercise of
these securities would be antidilutive.
8
<PAGE>
DERMA SCIENCES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
QUARTER ENDED MARCH 31, 2000 COMPARED TO QUARTER ENDED MARCH 31, 1999
Results of Operations
Net Sales and Gross Profit
Net sales for the first quarter of 2000 decreased $427,199, or17 %, to
$2,156,619 from $2,583,818 in the first quarter, 1999. The decrease in net sales
is the result of an increase in Sunshine Products net sales of $88,706 offset by
decreases in Derma Sciences net sales of $515,905.
Medicaid rebates incurred by the Company are reflected as a reduction
to sales. The quarters ended March 31, 2000 and March 31, 1999 included Medicaid
rebates of $22,947 and $64,042, respectively.
Cost of sales, expressed as a percentage of net sales, increased from
35% in the first quarter, 1999 to 45% in the first quarter of 2000. Aggregate
cost of sales increased $70,552, or 8%, to $969,514 in the first quarter, 2000
from $898,962 in the first quarter of 1999. This increase is attributable to the
sales mix, primarily the addition of the Sunshine Products skin care line, which
has a higher cost of sales.
Gross profit, expressed as a percentage of net sales, decreased from
65% in the first quarter, 1999 to 55% in the first quarter, 2000. This decrease
is attributable to the sales mix, primarily the addition of the Sunshine
Products skin care line, which has a higher cost of sales. Aggregate gross
profit decreased $497,751, or 30%, to $1,187,105 in the first quarter, 2000 from
$1,684,856 in the first quarter, 1999. The increase in the aggregate gross
profit is the net result of the previously mentioned increase in net sales
offset by the higher cost of sales of the Sunshine Product skin care line.
Operating Expenses
Operating expenses decreased $638,272, or 30%, from $2,153,797 in the
first quarter, 1999 to $1,515,525 in the first quarter, 2000. This decrease is
primarily attributable to the reduction in direct sales representatives, which
decreased wages and travel costs and reduction in legal expenses related to
settled Patent infringement lawsuits.
Net (Loss) Income
The Company generated a loss of $328,420, or $0.23 per share, for the first
quarter, 2000 compared to a net loss of $468,941 or $0.38 per share, for the
first quarter, 1999.
Liquidity and Capital Resources
The Company's cash and cash equivalents at March 31, 2000 decreased
$911,897, or 45%, to $1,128,078 from $2,039,975 at March 31, 1999. The Company's
working capital at March 31, 2000 decreased $613,598, or 21%, to $2,263,264 from
$2,876,862 at March 31, 1999.
The Company has a short-term line of credit facility for $1,000,000, of
which $910,000 was outstanding at March 31, 2000, at a fluctuating rate per
annum equal to the prime rate minus 1%, (8% March 31, 2000). This line of credit
is secured by cash on deposit with the bank.
9
<PAGE>
DERMA SCIENCES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
During the quarter ended March 31, 2000, $625,000 of Convertible Bonds
were converted into 580,333 shares of the Company's Preferred Stock and warrants
to purchase 580,333 shares of Common Stock exercisable at prices ranging from
$1.025 to $1.10 per share.
The Company is presently investigating several sources of investment
capital relative to the financing of its growth strategies. Although there can
be no assurance that these efforts will be successful, the Company believes that
it will be able to secure financing in the amounts, and upon terms, that are
acceptable.
Statements that are not historical facts, including statements about
the Company's confidence and strategies, and expectations about new or existing
products, technologies and opportunities, market demand or acceptance of new or
existing products are forward-looking statements that involve risks and
uncertainties. These uncertainties include, but are not limited to, product
demand and market acceptance risks, impact of competitive products and prices,
product development, commercialization or technological delays or difficulties,
and trade, legal, social, financial and economic risks.
The NASDAQ Stock Market Listing
The Company was notified on December 3, 1999 by the NASDAQ Stock
Market ("NASDAQ") that it no longer met the minimum $2,000,000 net tangible
assets requirement for continued listing on the NASDAQ SmallCap Market. On
December 17, 1999 the Company submitted its definitive plan for achieving
compliance with this requirement. The NASDAQ staff granted an extension until
March 31, 2000 for the Company to provide evidence of such compliance.
The Company has requested and been granted an additional extension of
the March 31, 2000 deadline to April 27, 2000. The Company believes that it will
be able to provide NASDAQ with evidence of its timely compliance with the
minimum net tangible assets requirement so as to avoid delisting from the NASDQ
SmallCap Market.
Ultimately, the Company's failure to maintain the minimum net tangible
assets requirement would result in the Company's common stock being delisted
from the NASDAQ SmallCap Market. Were this to occur, the common stock would
trade exclusively on the NASDAQ Bulletin Board, the Boston Stock Exchange and
the Pacific Exchange. Delisting of the Company's common stock from the NASDAQ
SmallCap Market could make it difficult for the Company's shareholders to sell
their shares and could also make it more difficult for the Company to secure
additional financing.
10
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. With the exception of the following, all exhibits required by Item
601 of Regulation S-B and required hereunder, as filed with the Securities and
Exchange Commission on Form 10-KSB on March 30, 2000, are incorporated herein by
reference.
Item Description
---- -----------
27 Financial Data Schedule (filed electronically with the U.S.
Securities and Exchange Commission only)
(b) Reports on Form 8-K. On January 10, 2000 the Registrant filed a current
report on Form 8-K disclosing that it had completed a private offering of its
series D convertible bonds. Also on January 10, 2000, the Registrant filed a
current report on Form 8-K disclosing that its wholly owned subsidiary, Genetic
Laboratories Wound Care, Inc., had been merged into the Registrant in a tax-free
reorganization.
11
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DERMA SCIENCES, INC.
Dated: April 24, 2000 By: /s/ Stephen T. Wills
--------------------
Stephen T. Wills, CPA, MST
Vice President and Chief Financial
Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's unaudited financial statements for the three months ended March 31,
2000 and is qualified in its entirety by reference to those financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,128,078
<SECURITIES> 0
<RECEIVABLES> 1,997,742
<ALLOWANCES> 0
<INVENTORY> 1,472,212
<CURRENT-ASSETS> 4,917,102
<PP&E> 360,974
<DEPRECIATION> 0
<TOTAL-ASSETS> 6,871,871
<CURRENT-LIABILITIES> 2,653,838
<BONDS> 0
0
14,809
<COMMON> 14,092
<OTHER-SE> 3,339,132
<TOTAL-LIABILITY-AND-EQUITY> 6,871,871
<SALES> 2,156,619
<TOTAL-REVENUES> 2,156,619
<CGS> 969,514
<TOTAL-COSTS> 969,514
<OTHER-EXPENSES> 27,923
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (328,420)
<INCOME-TAX> 0
<INCOME-CONTINUING> (328,420)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (328,420)
<EPS-BASIC> (.23)
<EPS-DILUTED> (.23)
</TABLE>
