UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to______
LARK TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 73-1461841
(State or other jurisdiction of (IRS Employer
Incorporation or organization) Identification No.)
9545 KATY FREEWAY, SUITE 465
HOUSTON, TX 77024
(Address of principal executive offices)
(713) 464-7488
(Issuer's telephone number)
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
APPLICABLE ONLY TO ISSUER INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
As of July 31, 1998, there were 3,324,046 shares of Common Stock, par value
$0.001 per share, outstanding.
Transitional Small Business Disclosure Format (Check one): Yes No |X|
<PAGE>
LARK TECHNOLOGIES, INC.
INDEX TO FORM 10-QSB
FOR THE QUARTER ENDED JUNE 30, 1998.
Part I Financial Information (unaudited)
PAGE
Item 1. Financial Statements
Balance Sheet ..........................................1
Statements of Income ...................................2
Statements of Cash Flows ...............................3
Notes to Financial Statements ..........................4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations ................6
Part II Other Information ................................................8
Item 1. Legal Proceedings ............................................8
Item 2. Changes in Securities ........................................8
Item 3. Defaults Upon Senior Securities ..............................8
Item 4. Submission of Matters to a Vote of Security Holders ..........8
Item 5. Other Information ............................................8
Item 6. Exhibits and Reports on Form 8-K .............................8
Signatures ...............................................................9
i
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LARK TECHNOLOGIES, INC.
BALANCE SHEET
June 30,
1998
-------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents ................................ $ 693,754
Accounts receivable ...................................... 920,483
Due from related parties ................................. 1,525
Work-in-process .......................................... 51,361
Prepaid expenses ......................................... 40,083
-------------
Total current assets .......................................... 1,707,206
Property and equipment, net ................................... 746,049
Other assets, net ............................................. 16,750
=============
Total assets .................................................. $2,470,005
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ......................................... $ 258,929
Notes payable ............................................ 199,000
Capital lease obligations-current portion ................ 163,995
Accrued expenses ......................................... 176,233
Customer deposits ........................................ 67,071
Deposits from related parties ............................ 94,159
-------------
Total current liabilities ..................................... 959,387
Capital lease obligations-long term portion ................... 26,655
-------------
Total Liabilities: ............................................ 986,042
Stockholders' equity
Preferred stock, $0.001 par value:
Authorized shares - 2,000,000
None issued and outstanding
Common stock, $0.001 par value:
Authorized shares - 8,000,000
Issued and outstanding shares - 3,324,046 ........... 3,324
Additional paid-in capital ............................... 2,450,754
Amounts due from shareholders ............................ (15,045)
Accumulated deficit ...................................... (955,070)
-------------
Total stockholders' equity .................................... 1,483,963
-------------
Total liabilities and stockholders' equity .................... $2,470,005
=============
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LARK TECHNOLOGIES, INC.
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
----------------------------- ------------------------------
1997 1998 1997 1998
----------- ---------- ----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUE:
Laboratory Services ....................... $ 1,191,497 $ 998,244 $ 2,301,168 $ 2,376,591
COSTS AND EXPENSES:
Costs of services ......................... 485,221 471,163 921,489 1,012,834
Sales, general and administrative ......... 567,003 495,173 1,028,403 1,089,409
Research and Development .................. 76,979 20,374 139,664 50,742
----------- --------- ----------- -----------
Total costs and expenses ....................... 1,129,203 986,710 2,089,556 2,152,985
----------- --------- ----------- -----------
Operating income ............................... 62,294 11,534 211,612 223,606
OTHER INCOME AND (EXPENSE):
Interest expense .......................... (5,783) (7,457) (13,677) (15,180)
Interest income ........................... 7,565 5,830 15,174 11,679
----------- --------- ----------- -----------
Total other income (expense), net .............. 1,782 (1,627) 1,497 (3,501)
----------- --------- ----------- -----------
Income before income taxes ..................... 64,076 9,907 213,109 220,105
Income taxes ................................... 0 470 0 9,470
----------- --------- ----------- -----------
Net Income ..................................... $ 64,076 $ 9,437 $ 213,109 $ 210,635
=========== ========= =========== ===========
Basic & diluted earnings per common share ...... $ 0.02 $ 0.003 $ 0.06 $ 0.06
=========== ========= =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LARK TECHNOLOGIES, INC.
STATEMENTS OF CASH FLOWS
Six months ended
June 30,
--------- ---------
1997 1998
--------- ---------
(Unaudited)
OPERATING ACTIVITIES
Net income ........................................... $ 213,109 $ 210,635
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation and amortization ................... 91,041 113,443
Compensation expense recognized for
Accounts receivable ........................ (327,908) 57,418
Work-in-process ............................ (12,061) (27,353)
Prepaid expenses ........................... 27,663 18,432
Other assets ............................... (8,129) 0
Due to/from related parties ................ (11,902) 55,369
Accounts payable ........................... 10,655 39,035
Accrued expenses ........................... 50,809 (55,526)
Deposits ................................... 57,545 (185,428)
--------- ---------
Net cash provided by operating activities ............ 90,822 226,025
INVESTING ACTIVITIES
Purchases of property and equipment .................. (122,754) (115,598)
--------- ---------
Net cash used in investing activities ................ (122,754) (115,598)
FINANCING ACTIVITIES
Principal payments on notes payable .................. (35,045) (15,009)
Principal payments on capital lease .................. (27,667)
Repayment of debentures payable ...................... (35,000) 0
--------- ---------
Net cash provided (used) by financing activities ..... (70,045) (42,676)
--------- ---------
Net increase (decrease) in cash and cash equivalents . (101,977) 67,751
Cash and cash equivalents at beginning of period ..... 734,248 626,003
--------- ---------
Cash and cash equivalents at end of period ........... $ 632,271 $ 693,754
========= =========
NONCASH FINANCING ACTIVITIES:
Capital lease to acquire equipment .............. -- $ 143,689
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
3
<PAGE>
LARK TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION
Lark Technologies, Inc., a Delaware corporation (the "Company"), was
formed on November 16, 1994, as a wholly-owned subsidiary of SuperCorp Inc.
("SuperCorp"), for the purpose of merging with Lark Sequencing Technologies,
Inc., a Delaware corporation ("Sequencing"), as outlined in a merger agreement
("Merger Agreement") entered into by SuperCorp and Sequencing on October 28,
1994. SuperCorp approved the Merger Agreement on September 5, 1995 and by the
stockholders of Sequencing on September 12, 1995. As a consequence of the
merger, all of the shares of common and preferred stock of Sequencing were
exchanged for 1,800,000 shares of Common Stock of the Company with a par value
of $0.001 per share and the 200,000 shares of Common Stock of the Company held
by SuperCorp were distributed to the shareholders of SuperCorp. The Company has
succeeded to all of the business previously undertaken by Sequencing. Lark
provides specialized laboratory services for DNA sequencing to biotechnology
researchers.
2. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information in footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to these rules and regulations. The
accompanying unaudited interim financial statements reflect all adjustments
which the Company considers necessary for a fair presentation of the results of
operations for the interim periods covered and for the financial condition of
the Company at the date of the interim balance sheet. All such adjustments are
of a recurring nature. Results for the interim periods are not necessarily
indicative of results for the year.
For financial reporting purposes, the merger of the Company and Sequencing
has been accounted for as a recapitalization of Sequencing, and the historical
financial statements of Sequencing prior to the merger became the financial
statements of the Company.
3. DEBENTURES AND NOTES PAYABLE
On March 13, 1998, the Company refinanced its revolving line of credit
with a new bank and extended the maturity to May 31, 1999. Under the terms of
its revolving line, the company may borrow up to $600,000 at the bank's prime
rate (8.5% at June 30, 1998) plus 1%. The borrowing base of this line of credit
is equal to 80% of certain accounts receivable that are no more than 90 days
old. On June 30, 1998 the Company had a borrowing base of $519,787 against which
$199,000 was outstanding. Under the terms of the revolving line of credit
agreement, the Company is required to maintain certain financial ratios and a
specific level of net worth.
Also on March 13, 1998, the Company arranged an advised discretionary
credit line for the financing of equipment with the same bank used for the line
of credit described above. Under the terms of this discretionary credit, the
Company may borrow up to $300,000 secured by the equipment purchased with the
proceeds of the borrowings. This discretionary credit line provides for the
borrowings of up to 75% of the purchase price of equipment at the bank's prime
plus 1.5%. This credit line provides for repayment terms up to 36 months and
matures on May 31, 1999.
4
<PAGE>
4. EARNINGS PER SHARE
The following table sets forth the weighted average shares outstanding for
the computation of basic and diluted earnings per share:
For the six months ending June 30,
1997 1998
Weighted average common shares outstanding: ---------------------------------
Dilutive securities - employee stock options: .. 3,326,511 3,324,046
22,440 23,816
Weighted average common shares outstanding ..... --
assuming full dilution: ....................... 3,348,951 3,347,862
=================================
Options to purchase 211,500 shares of common stock at $2.00 per share were
outstanding during 1997 and 1998 but were not included in the computation of
diluted earnings per share because the options' exercise price was greater than
the average market price of the common shares and, therefore, the effect would
be antidilutive.
5. DISTRIBUTION AGREEMENT
Effective January 1, 1996, the Company announced a new service,
Differential Display ("DD"). The Company entered into a distribution agreement
with a third party, which provided the Company with a significant amount of
specialized training and scientific know-how relating to the DD services. The
Company agreed to purchase supplies and equipment related to this service
exclusively from the third party. The DD services will be sold on an exclusive
basis by the third party and its distributor, but Lark can sell the DD services
through its own sales force worldwide. The third party will pay the Company an
agreed upon transfer price for DD services that the third party or its
distributor sells. The Company will pay the third party an agreed upon royalty
for DD services that the Company sells.
6. COMMITMENTS AND CONTINGENCIES
PATENT LICENSE AGREEMENT
Effective June 15, 1995, the Company entered into an exclusive patent
sub-license agreement with another biotech company. The agreement grants to the
Company an exclusive license to certain "Licensed Patent Rights" of this third
party and requires the Company to perform research and development efforts as
defined in the agreement. The Company is required to pay the third party a
royalty of 25% to 50% of all consideration the Company receives as a result of
sales of licensed products and licensed processes or a sub-license or assignment
of the Company's rights under the agreement. If the Company does not meet the
research and development milestones as defined in the agreement, or is unable to
successfully commercialize the results of the research and development efforts,
the agreement will terminate. Otherwise, the agreement will terminate upon the
dissolution of the Company or the expiration of the "Licensed Patent Rights".
The Company may also terminate the agreement with 60 days written notice to the
third party.
LITIGATION AND CLAIMS
The Company is involved in litigation arising in the ordinary course of
business, which in the opinion of management, will not have a material effect on
the Company's financial position or results of operations.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Financial Statements and the accompanying Notes herein, and is qualified
entirely by the foregoing and by other more detailed financial information
appearing elsewhere.
GENERAL
Lark Technologies, Inc. ("Lark" or "the Company") is a successor in
interest, through a merger effected in September 1995, to Lark Sequencing
Technologies, Inc., which was incorporated under the business corporation laws
of the State of Delaware on May 4, 1990.
Lark is a leading molecular biology CRO providing services to the
pharmaceutical and biotechnology industries worldwide. Lark's service portfolio
consists of various DNA sequencing and molecular biology services as follows:
o AUTOMATED DNA SEQUENCING SERVICES. Lark applies automated sequencing
techniques to generate high throughput DNA sequence and fast turnaround
screening information, including genome sequencing projects.
o GENETIC STABILITY TESTING SERVICES. Lark's genetic stability testing
services are used to characterize Master Cell Banks, Manufacturers'
Working Cell Banks and Post Production Cell Samples from bacterial, yeast
and cell cultures. Genetic stability testing is used to analyze a
production strain's stability and demonstrate that the expression system
has not undergone any mutations or rearrangements that would affect the
integrity of the product. This service assists companies producing
genetically manufactured products to optimize production yields, determine
product purity, and support regulatory submissions. This service was
introduced in late 1996.
o QUANTITATIVE PCR SERVICES. Lark uses Quantitative PCR techniques to
measure the distribution and expression of target DNA or RNA in a
customer's sample from cultured cells, microorganisms, or tissues such as
brain, lung, liver, and kidneys.
o MANUAL DNA SEQUENCING SERVICES. Lark uses manual sequencing techniques
for projects that require greater than 99.9% accuracy. These techniques
are useful for DNA sequence information that is used for patent
applications, FDA submissions or the identification of genetic mutations.
o MOLECULAR BIOLOGY SERVICES. Lark offers a variety of molecular biology
services including library screening, library prescreening, southern blot
analysis, subcloning, plasmid preparation and PCR amplification. Lark
consults with its customers to customize a broad range of molecular
biology projects.
o DIFFERENTIAL DISPLAY SERVICE. Lark uses differential display techniques
for analyzing differences in gene expression caused by the introduction of
various drug compounds, viruses or stimulatory factors. Differential
display can be useful in identifying novel genes and gene functions. By
understanding how and when a gene is expressed or repressed, targeted
interventions can be developed to maximize results and minimize harmful
side effects. This service is used to discover novel genes as well as to
characterize pharmaceutical effects.
In 1995 Lark undertook a senescence gene discovery program for its own
account. Although several genes were discovered in this program, lack of gene
functionality coupled with license issues caused Lark to reduce its funding for
this program. Lark continues to work towards license issue resolution and
eventual potential sublicense agreements.
6
<PAGE>
RESULTS OF OPERATIONS
GROSS REVENUES. Gross revenues decreased 16% from $1,191,497 to
$998,244.03 for the three-month periods ended June 30, 1997 and 1998,
respectively. Gross revenue increased 3% from $2,301,168 to $2,376,590.64 for
the six-month periods ended June 30, 1997 and 1998 respectively. The increase in
revenue for the first quarter and decrease for the second quarter was due to
project work for a single customer. During the second quarter project work for
this customer decreased as the contract was completed.
COSTS OF SERVICES. Costs of services consist primarily of labor and
laboratory supplies. Costs of services decreased 3% from $485,221 to $471,163
for the three-month periods ended June 30, 1997 and 1998, respectively. Costs of
services increased 10% from $921,489 to $1,012,834 for the six-month periods
ended June 30, 1997 and 1998 respectively. Changes in the mix of projects
performed for customers accounted for the decrease. Costs of services as a
percentage of revenue were 41% and 47% for the three month periods ended June
30, 1997 and 1998, respectively and reflect the effect of a price decrease in
1998.
SALES, GENERAL AND ADMINISTRATIVE EXPENSES. Sales, general and
administrative expenses consist primarily of salaries and related costs,
depreciation, amortization, legal and professional costs, rent, travel, and
advertising. Sales, general and administrative expenses decreased 13% from
$567,003 to $495,173 for the three-month periods ended June 30, 1997 and 1998,
respectively. The decrease in expenses was attributable to reduced bonus
accruals and changes in advertising and marketing programs. Sales, general and
administrative expenses increased 6% from $1,028,403 to $1,089,409 for the
six-month period ended June 30, 1997 and 1998, respectively. Sales, general and
administrative expenses as a percentage of revenue were 48% and 50% for the
three-month periods ended June 30, 1997 and 1998, respectively.
RESEARCH AND DEVELOPMENT. Research and development costs decreased 74%
from $76,979 to $20,374 for the three month periods ended June 30, 1997 and
1998, respectively. Research and development costs decreased 64% from $139,664
to $50,742 for the six months ended June 30, 1997 and 1998, respectively. The
decrease in research and development costs was attributable to decreases in
expenditures for the gene senescence project. Research and development costs as
a percentage of revenue were 6% and 2% for the three month periods ended June
30, 1996 and 1998, respectively.
VARIABILITY OF FUTURE OPERATING RESULTS. The Company experienced a
significant shift in sources of revenue during the first half of 1998. In 1998 a
large portion of the Company's revenue was generated from a single customer. In
1998 the decline in revenue from this customer was the result of completing the
contract. The Company continues to seek large contracts and diversify its
customer base and product offering to mitigate the impact of single customers.
The addition or completion of any single large contract may have a material
impact on the Company's revenues.
LIQUIDITY AND CAPITAL RESOURCES. Operating cash flow was $90,822 and
$226,024 for the six-month periods ended June 30, 1997 and 1998, respectively.
During the first quarter of 1998 the Company paid off the $5,272 balance of its
equipment loan.
On March 13, 1998, the Company refinanced its revolving line of credit
with another bank and extended the maturity to May 31, 1999. Under the terms of
its revolving line, the company may borrow up to $600,000 at the bank's prime
rate (8.5% at June 30, 1998) plus 1%. The borrowing base of this line is equal
to 80% of certain accounts receivable that are no more than 90 days old. On June
30, 1998 the Company had a borrowing base of $519,787 against which $199,000 was
outstanding. Under the terms of the revolving line of credit agreement the
Company is required to maintain certain financial ratios and a specific level of
net worth.
On March 13, 1998, the Company arranged an advised discretionary credit
line of the financing of equipment with the same bank used for the new revolving
credit line. Under the terms of this discretionary credit, the company may
borrow up to $300,000 secrued by the equipment purchased with the proceeds of
the borrowings. This discretionary credit line provides for borrowings of up to
75% of the purchase price of equipment at the bank's prime plus 1.5%. This
credit line provides for repayment terms up to 36 months and matures on May 31,
1999.
7
<PAGE>
MATERIAL COMMITMENTS. The Company currently has no outstanding material
commitments.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in litigation arising in the ordinary course of
business, which in the opinion of management, will not have a material adverse
effect on the Company's financial position or results of operations.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ending June 30, 1998.
INDEX OF EXHIBITS
2.1(1) The Agreement of Merger of November 18, 1994, between Lark
Technologies, Inc. and Lark Sequencing Technologies, Inc.
providing for the merger of Lark Sequencing Technologies, Inc.
into the Company.
3.1(1) Bylaws of Lark Technologies, Inc., as amended.
3.2(1) The Certificate of Incorporation of Lark Technologies, Inc., as
amended.
10.1(1) 1990 Stock Option Plan adopted by the Company.
10.13(2) Agreement entered into by and between the Company and Genomyx
Corporation.
10.14(2) The portion of the Minutes of the Executive Session of the Meeting
of the Board of Directors of the Company held December 8, 1995,
establishing and defining the bonus plan for 1996 under which the
chief executive officer, chief financial officer, and other
employees may receive cash bonuses as part of their compensation.
(1) INCORPORATED by reference from the Company's Registration Statement on Form
S-4 dated August 14, 1995, Commission File No. 33-90424. The exhibit numbering
system used in Form S-4 differed from that used in this Form 10-QSB (8a, 2d, 2c,
6b, 6c, 6d-1, and 6f, respectively).
(2) Incorporated by reference from the Company's Form 10-QSB for the quarterly
period ended March 31, 1996.
8
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Lark Technologies, Inc.
(Registrant)
Date August 14, 1998 /s/ VINCENT P. KAZMER
--------------- -------------------------
Vincent P. Kazmer
President and Chief Executive Officer
Date August 14, 1998 /s/ DOUGLAS B. WHEELER .
--------------- -------------------------
Douglas B. Wheeler
Vice President, Finance
9
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 693,754
<SECURITIES> 0
<RECEIVABLES> 922,008
<ALLOWANCES> 0
<INVENTORY> 51,361
<CURRENT-ASSETS> 1,707,206
<PP&E> 1,747,836
<DEPRECIATION> (1,001,787)
<TOTAL-ASSETS> 2,470,005
<CURRENT-LIABILITIES> 959,387
<BONDS> 0
0
0
<COMMON> 3,324
<OTHER-SE> 1,480,639
<TOTAL-LIABILITY-AND-EQUITY> 2,470,005
<SALES> 2,376,591
<TOTAL-REVENUES> 2,376,591
<CGS> 1,012,834
<TOTAL-COSTS> 2,152,985
<OTHER-EXPENSES> (3,501)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,180
<INCOME-PRETAX> 220,105
<INCOME-TAX> 9,470
<INCOME-CONTINUING> 210,635
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 210,635
<EPS-PRIMARY> 0.06
<EPS-DILUTED> 0.06
</TABLE>
