Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010

 

o                   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM                TO            .

 

Commission File No. 001-31298

 

LANNETT COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

 

State of Delaware

 

23-0787699

(State of Incorporation)

 

(I.R.S. Employer I.D. No.)

 

9000 State Road

Philadelphia, PA 19136

(215) 333-9000

(Address of principal executive offices and telephone number)

 

Indicate by check mark whether the registrant (1) has 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 o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company x

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  o No o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12B-12 of the Exchange Act). Yes o No x

 

Indicate the number of shares outstanding of each class of the registrant’s common stock, as of the latest practical date.

 

Class

 

Outstanding as of May 12, 2010

Common stock, par value $0.001 per share

 

25,212,203 shares

 

 

 



Table of Contents

 

Table of Contents

 

 

 

Page No.

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

ITEM 1.

FINANCIAL STATEMENTS

 

 

 

 

 

Consolidated Balance Sheets
as of March 31, 2010 (unaudited) and June 30, 2009

1

 

 

 

 

Consolidated Statements of Operations (unaudited)
for the three and nine months ended March 31, 2010 and 2009

2

 

 

 

 

Consolidated Statement of Changes in Shareholders’ Equity (unaudited)
for the nine months ended March 31, 2010

3

 

 

 

 

Consolidated Statements of Cash Flows (unaudited)
for the nine months ended March 31, 2010 and 2009

4

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

5

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

27

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

40

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

40

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

ITEM 1.

LEGAL PROCEEDINGS

41

 

 

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

41

 

 

 

ITEM 6.

EXHIBITS

41

 

 

 

CERTIFICATION OF PRESIDENT & CHIEF EXECUTIVE OFFICER

 

 

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

 

 

 

CERTIFICATION PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT OF 2002

 

 



Table of Contents

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

LANNETT COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

 

(Unaudited)

 

 

 

 

 

March 31, 2010

 

June 30, 2009

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

 

$

18,724,120

 

$

25,832,456

 

Investment securities - available for sale

 

735,866

 

347,921

 

Trade accounts receivable (net of allowance of $130,291 and $132,000, respectively)

 

36,351,222

 

29,945,748

 

Inventories, net

 

19,224,205

 

16,195,361

 

Interest receivable

 

10,373

 

90,425

 

Prepaid taxes

 

777,254

 

 

Deferred tax assets

 

4,402,216

 

4,296,929

 

Other current assets

 

2,325,475

 

602,335

 

Total Current Assets

 

82,550,731

 

77,311,175

 

 

 

 

 

 

 

Property, plant and equipment

 

47,455,902

 

41,431,158

 

Less accumulated depreciation

 

(20,587,319

)

(18,533,773

)

 

 

26,868,583

 

22,897,385

 

 

 

 

 

 

 

Construction in progress

 

3,289,394

 

591,685

 

Investment securities - available for sale

 

397,164

 

801,748

 

Intangible assets (product rights) - net of accumulated amortization

 

8,243,652

 

9,118,710

 

Deferred tax assets

 

12,346,852

 

13,757,545

 

Other assets

 

156,913

 

98,873

 

Total Assets

 

$

133,853,289

 

$

124,577,121

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts payable

 

$

17,744,719

 

$

16,805,468

 

Accrued expenses

 

2,664,225

 

1,842,434

 

Accrued payroll and payroll related

 

3,978,104

 

5,150,104

 

Income taxes payable

 

 

711,073

 

Current portion of long-term debt

 

4,862,141

 

435,386

 

Rebates, chargebacks and returns payable

 

15,488,545

 

13,734,540

 

Total Current Liabilities

 

44,737,734

 

38,679,005

 

 

 

 

 

 

 

Long-term debt, less current portion

 

3,025,377

 

7,703,382

 

Unearned grant funds

 

500,000

 

500,000

 

Other long-term liabilities

 

8,972

 

47,111

 

Total Liabilities

 

48,272,083

 

46,929,498

 

Commitment and Contingencies, See notes 10 and 11

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

Common stock - authorized 50,000,000 shares, par value $0.001; issued and outstanding, 24,865,931 and 24,517,696 shares, respectively

 

24,866

 

24,518

 

Additional paid in capital

 

79,302,749

 

76,250,309

 

Retained earnings

 

6,748,381

 

1,743,565

 

Noncontrolling interest

 

124,878

 

93,654

 

Accumulated other comprehensive (loss) income

 

(7,572

)

24,751

 

 

 

86,193,302

 

78,136,797

 

Less: Treasury stock at cost - 101,309 and 82,228 shares, respectively

 

(612,096

)

(489,174

)

TOTAL SHAREHOLDERS’ EQUITY

 

85,581,206

 

77,647,623

 

 

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

133,853,289

 

$

124,577,121

 

 

The accompanying notes to the consolidated financial statements are an integral part of these statements.

 

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LANNETT COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

 

Three months ended

 

Nine months ended

 

 

 

March  31,

 

March 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

31,266,224

 

$

28,761,316

 

$

91,417,926

 

$

83,553,341

 

Cost of sales

 

20,190,460

 

16,564,244

 

59,095,559

 

50,396,809

 

Amortization of intangible assets

 

448,667

 

446,167

 

1,346,000

 

1,338,500

 

Product royalties

 

229,827

 

143,877

 

967,889

 

186,874

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

10,397,270

 

11,607,028

 

30,008,478

 

31,631,158

 

 

 

 

 

 

 

 

 

 

 

Research and development expenses

 

3,352,173

 

1,981,338

 

9,110,126

 

5,685,168

 

Selling, general, and administrative expenses

 

4,392,593

 

7,491,583

 

12,205,145

 

19,116,199

 

Gain on sale of assets

 

(19,394

)

(38,472

)

(19,629

)

(60,481

)

 

 

 

 

 

 

 

 

 

 

Operating income

 

2,671,898

 

2,172,579

 

8,712,836

 

6,890,272

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Foreign currency gain

 

2,050

 

 

2,758

 

 

Interest income

 

5,168

 

77,954

 

49,451

 

215,604

 

Interest expense

 

(49,528

)

(75,417

)

(204,032

)

(259,057

)

 

 

(42,310

)

2,537

 

(151,823

)

(43,453

)

 

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

2,629,588

 

2,175,116

 

8,561,013

 

6,846,819

 

Income tax expense

 

527,327

 

851,310

 

3,524,973

 

2,696,733

 

Consolidated net income

 

2,102,261

 

1,323,806

 

5,036,040

 

4,150,086

 

Less net income from noncontrolling interest

 

(9,407

)

(9,324

)

(31,224

)

(36,377

)

 

 

 

 

 

 

 

 

 

 

Net income attributable to Lannett Company, Inc.

 

$

2,092,854

 

$

1,314,482

 

$

5,004,816

 

$

4,113,709

 

 

 

 

 

 

 

 

 

 

 

Basic income per common share - Lannett Company, Inc.

 

$

0.08

 

$

0.05

 

$

0.20

 

$

0.17

 

Diluted income per common share - Lannett Company, Inc.

 

$

0.08

 

$

0.05

 

$

0.20

 

$

0.17

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average number of shares

 

24,849,745

 

24,502,629

 

24,697,669

 

24,424,187

 

Diluted weighted average number of shares

 

25,286,331

 

24,756,041

 

25,171,750

 

24,524,822

 

 

The accompanying notes to the consolidated financial statements are an integral part of these statements.

 

2


 


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LANNETT COMPANY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

 

 

 

Common Stock

 

Additional

 

 

 

 

 

 

 

Accum. Other

 

 

 

 

 

Shares

 

 

 

Paid-in

 

Retained

 

Treasury

 

Noncontrolling

 

Comprehensive

 

Shareholders’

 

 

 

Issued

 

Amount

 

Capital

 

Earnings

 

Stock

 

Interest

 

Income (Loss)

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June  30, 2009

 

24,517,696

 

$

24,518

 

$

76,250,309

 

$

1,743,565

 

$

(489,174

)

$

93,654

 

$

24,751

 

$

77,647,623

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

123,600

 

124

 

558,600

 

 

 

 

 

558,724

 

Shares issued in connection with employee stock purchase plan

 

27,410

 

27

 

137,963

 

 

 

 

 

137,990

 

Share based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock

 

 

 

349,238

 

 

 

 

 

349,238

 

Stock options

 

 

 

850,607

 

 

 

 

 

850,607

 

Employee stock purchase plan

 

 

 

43,516

 

 

 

 

 

43,516

 

Shares issued in connection with restricted stock grant

 

197,225

 

197

 

1,048,765

 

 

 

 

 

1,048,962

 

Tax benefit on stock options exercised

 

 

 

 

 

63,751

 

 

 

 

 

 

 

 

 

63,751

 

Purchase of treasury stock

 

 

 

 

 

(122,922

)

 

 

(122,922

)

Income from noncontrolling interest

 

 

 

 

 

 

31,224

 

 

31,224

 

Other comprehensive loss, net of income tax

 

 

 

 

 

 

 

(32,323

)

(32,323

)

Net income - Lannett Company, Inc.

 

 

 

 

5,004,816

 

 

 

 

5,004,816

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2010

 

24,865,931

 

$

24,866

 

$

79,302,749

 

$

6,748,381

 

$

(612,096

)

$

124,878

 

$

(7,572

)

$

85,581,206

 

 

The accompanying notes to the consolidated financial statements are an integral part of these statements.

 

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LANNETT COMPANY, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

For the nine months ended March 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

OPERATING ACTIVITIES:

 

 

 

 

 

Net income - Lannett Company, Inc.

 

$

5,004,816

 

$

4,113,709

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

3,485,136

 

3,868,662

 

Deferred tax expense

 

1,312,062

 

2,890,589

 

Stock compensation expense

 

1,533,611

 

1,032,021

 

Other noncash (income) expenses

 

(11,054

)

15,859

 

Gain on sale of assets

 

(19,629

)

(60,481

)

Income from noncontrolling interest

 

31,224

 

36,377

 

Changes in assets and liabilities which provided (used) cash:

 

 

 

 

 

Trade accounts receivable

 

(6,817,060

)

(4,607,629

)

Inventories

 

(3,028,844

)

(4,413,977

)

Prepaid and income taxes payable

 

(1,488,327

)

442,465

 

Prepaid expenses and other assets

 

(1,728,213

)

(444,695

)

Accounts payable

 

939,251

 

3,024,215

 

Accrued expenses

 

821,791

 

(168,843

)

Rebates, chargebacks and returns payable

 

2,165,591

 

2,353,176

 

Accrued payroll and payroll related

 

(413,288

)

2,040,739

 

Deferred revenue

 

 

(963,339

)

Net cash provided by operating activities

 

1,787,067

 

9,158,848

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

Purchases of property, plant and equipment (including construction in progress)

 

(8,788,906

)

(583,762

)

Proceeds from sale of property, plant and equipment

 

29,550

 

1,500

 

Purchase of intangible asset (product rights)

 

(500,000

)

 

Proceeds from sale of investment securities - available for sale

 

 

7,075,041

 

Purchase of investment securities - available for sale

 

 

(5,979,246

)

Net cash (used in) provided by investing activities

 

(9,259,356

)

513,533

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

Repayments of debt

 

(251,250

)

(588,926

)

Proceeds from issuance of stock

 

696,714

 

115,817

 

Tax benefit on stock options exercised

 

63,751

 

 

Purchase of treasury stock

 

(122,922

)

(20,228

)

Net cash provided by (used in) financing activities

 

386,293

 

(493,337

)

 

 

 

 

 

 

Effect of foreign currency rates on cash and cash equivalents

 

(22,340

)

 

 

 

 

 

 

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

(7,108,336

)

9,179,044

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

25,832,456

 

6,256,712

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

18,724,120

 

$

15,435,756

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -

 

 

 

 

 

Interest paid

 

$

136,802

 

$

149,640

 

Income taxes paid

 

$

3,637,565

 

$

250,000

 

Lannett stock issued - contingent consideration - Cody Labs acquistion

 

$

 

$

581,175

 

 

 The accompanying notes to the consolidated financial statements are an integral part of these statements.

 

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LANNETT COMPANY, INC.  AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

 

Note 1.  Interim Financial Information

 

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles for presentation of interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited financial statements do not include all the information and footnotes necessary for a comprehensive presentation of the financial position, results of operations, and cash flows for the periods presented. In the opinion of management, the unaudited financial statements include all the normal recurring adjustments that are necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented.  Operating results for the three and nine months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2010. You should read these unaudited financial statements in combination with the other Notes in this section; “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in Item 2; and the Financial Statements, including the Notes to the Financial Statements, included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2009.

 

Note 2.  Summary of Significant Accounting Policies

 

Lannett Company, Inc., a Delaware corporation, and subsidiaries (the “Company” or “Lannett”), develop, manufacture, package, market, and distribute active pharmaceutical ingredients as well as pharmaceutical products sold under generic chemical names.  The Company manufactures solid oral dosage forms, including tablets and capsules, topical and oral solutions, and is pursuing partnerships and research contracts for the development and production of other dosage forms, including ophthalmic, nasal and injectable products.

 

Use of Estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to sales reserves and allowances, income taxes, inventories, contingencies and valuation of intangible assets.

 

Principles of Consolidation - The consolidated financial statements include the accounts of the operating parent company, Lannett Company, Inc., and its wholly owned subsidiaries, as well as the consolidation of Cody LCI Realty, LLC, a variable interest entity.  See Note 16 regarding the consolidation of this variable interest entity.  All intercompany accounts and transactions have been eliminated.

 

Foreign Currency Translation - The local currency is the functional currency of its newly created foreign subsidiary. Assets and liabilities of the foreign subsidiary are translated into U.S. dollars at the period-end currency exchange rate and revenues and expenses are translated at an average currency exchange rate for the period. The resulting translation adjustment is recorded in a separate component of shareholders’ equity and changes to such are included in comprehensive income. Exchange adjustments resulting from transactions denominated in foreign currencies are recognized in the consolidated statements of operations.

 

Reclassifications - Certain prior year amounts have been reclassified to conform to the current year financial statement presentation.

 

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Revenue Recognition - The Company recognizes revenue when its products are shipped.  At this point, title and risk of loss have transferred to the customer and provisions for estimates, including rebates, promotional adjustments, price adjustments, returns, chargebacks, and other potential adjustments are reasonably determinable.  Accruals for these provisions are presented in the consolidated financial statements as rebates, chargebacks and returns payable and reductions to net sales. The change in the reserves for various sales adjustments may not be proportionally equal to the change in sales because of changes in both the product and the customer mix. Increased sales to wholesalers will generally require additional accruals as they are the primary recipient of chargebacks and rebates. Incentives offered to secure sales vary from product to product. Provisions for estimated rebates and promotional credits are estimated based upon contractual terms.  Provisions for other customer credits, such as price adjustments, returns, and chargebacks, require management to make subjective judgments on customer mix. Unlike branded innovator drug companies, Lannett does not use information about product levels in distribution channels from third-party sources, such as IMS and Wolters Kluwer, in estimating future returns and other credits. Lannett calculates a chargeback/rebate rate based on contractual terms with its customers and applies this rate to customer sales.  The only variable is customer mix, and this assumption is based on historical data and sales expectations.

 

Chargebacks — The provision for chargebacks is the most significant and complex estimate used in the recognition of revenue.  The Company sells its products directly to wholesale distributors, generic distributors, retail pharmacy chains, and mail-order pharmacies.  The Company also sells its products indirectly to independent pharmacies, managed care organizations, hospitals, nursing homes, and group purchasing organizations, collectively referred to as “indirect customers.”  Lannett enters into agreements with its indirect customers to establish pricing for certain products.  The indirect customers then independently select a wholesaler from which to actually purchase the products at these agreed-upon prices.  Lannett will provide credit to the wholesaler for the difference between the agreed-upon price with the indirect customer and the wholesaler’s invoice price if the price sold to the indirect customer is lower than the direct price to the wholesaler.  This credit is called a chargeback.  The provision for chargebacks is based on expected sell-through levels by the Company’s wholesale customers to the indirect customers and estimated wholesaler inventory levels.  As sales to the large wholesale customers, such as Cardinal Health, AmerisourceBergen, and McKesson increase, the reserve for chargebacks will also generally increase.  However, the size of the increase depends on the product mix and the amount of those sales that end up at indirect customers with which the Company has specific chargeback agreements.  The Company continually monitors the reserve for chargebacks and makes adjustments when management believes that expected chargebacks on actual sales may differ from actual chargeback reserves.

 

Rebates — Rebates are offered to the Company’s key chain drug store, distributor and wholesaler customers to promote customer loyalty and increase product sales.  These rebate programs provide customers with rebate credits upon attainment of pre-established volumes or attainment of net sales milestones for a specified period.  Other promotional programs are incentive programs offered to the customers.  At the time of shipment, the Company estimates reserves for rebates and other promotional credit programs based on the specific terms in each agreement.  The reserve for rebates increases as sales to certain wholesale and retail customers increase.  However, since these rebate programs are not identical for all customers, the size of the reserve will depend on the mix of customers that are eligible to receive rebates.

 

Returns — Consistent with industry practice, the Company has a product returns policy that allows customers to return product within a specified period prior to and subsequent to the product’s lot expiration date in exchange for a credit to be applied to future purchases.  The Company’s policy requires that the customer obtain pre-approval from the Company for any qualifying return.  The Company estimates its provision for returns based on historical experience, changes to business practices, and credit terms.  While such experience has allowed for reasonable estimations in the past, history may not always be an accurate indicator of future returns.  The Company continually monitors the provisions for returns and makes adjustments when management believes that

 

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actual product returns may differ from established reserves.  Generally, the reserve for returns increases as net sales increase.  The reserve for returns is included in the rebates, chargebacks and returns payable account on the balance sheet.

 

Other Adjustments — Other adjustments consist primarily of price adjustments, also known as “shelf stock adjustments,” which are credits issued to reflect decreases in the selling prices of the Company’s products that customers have remaining in their inventories at the time of the price reduction.  Decreases in selling prices are discretionary decisions made by management to reflect competitive market conditions.  Amounts recorded for estimated shelf stock adjustments are based upon specified terms with direct customers, estimated declines in market prices, and estimates of inventory held by customers.  The Company regularly monitors these and other factors and evaluates the reserve as additional information becomes available.  Other adjustments are included in the rebates, chargebacks and returns payable account on the balance sheet.

 

The following tables identify the reserves for each major category of revenue allowance and a summary of the activity for the nine months ended March 31, 2010 and 2009:

 

For the nine months ended March 31, 2010

 

 

 

 

 

 

 

 

 

 

 

Reserve Category

 

Chargebacks

 

Rebates

 

Returns

 

Other

 

Total

 

Reserve Balance as of June 30, 2009

 

$

6,089,802

 

$

2,537,746

 

$

5,106,992

 

$

 

$

13,734,540

 

Actual credits issued related to sales recorded in prior fiscal years

 

(5,218,835

)

(2,537,746

)

(3,112,587

)

 

(10,869,168

)

Reserves or (reversals) charged during Fiscal 2010 related to sales in prior fiscal years

 

 

 

 

 

 

Reserves charged to net sales during Fiscal 2010 related to sales recorded in Fiscal 2010

 

35,900,162

 

12,529,499

 

3,803,056

 

880,860

 

53,113,577

 

Actual credits issued related to sales recorded in Fiscal 2010

 

(30,081,997

)

(9,527,547

)

 

(880,860

)

(40,490,404

)

Reserve Balance as of March 31, 2010

 

$

6,689,132

 

$

3,001,952

 

$

5,797,461

 

$

 

$

15,488,545

 

 

 

 

 

 

 

 

 

 

 

 

 

For the nine months ended March 31, 2009

 

 

 

 

 

 

 

 

 

 

 

Reserve Category

 

Chargebacks

 

Rebates

 

Returns

 

Other

 

Total

 

Reserve Balance as of June 30, 2008

 

$

4,049,407

 

$

632,314

 

$

13,642,589

 

$

2,107

 

$

18,326,417

 

Actual credits issued related to sales recorded in prior fiscal years

 

(3,930,992

)

(632,314

)

(12,246,259

)

 

(16,809,565

)

Reserves or (reversals) charged during Fiscal 2009 related to sales in prior fiscal years

 

 

 

2,107

 

(2,107

)

 

Reserves charged to net sales during Fiscal 2009 related to sales recorded in Fiscal 2009

 

24,342,932

 

8,498,516

 

3,441,427

 

208,649

 

36,491,524

 

Actual credits issued related to sales recorded in Fiscal 2009

 

(19,914,114

)

(6,754,177

)

 

(167,911

)

(26,836,202

)

Reserve Balance as of March 31, 2009

 

$

4,547,233

 

$

1,744,339

 

$

4,839,864

 

$

40,738

 

$

11,172,174

 

 

The total reserve for chargebacks, rebates, returns and other adjustments increased from $13,734,540 at June 30, 2009 to $15,488,545 at March 31, 2010.   As of March 31, 2010 approximately $10,129,000 of the original $10,545,000 return reserve recorded in Fiscal 2008 for Prenatal Multivitamin was applied to accounts receivable for customers who had returned the Prenatal Multivitamin product by that date, leaving a balance of

 

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approximately $416,000 of Multivitamin returns reserve on the consolidated balance sheet at March 31, 2010. The increase in reserves was due to an increase in the rebates reserve as a result of the timing of credits being processed by the customers and by the Company, an increase in chargeback reserves due primarily to an increase in inventory levels at wholesaler distribution centers, and an increase in the return reserves due to an increase in overall sales.

 

The Company ships its products to the warehouses of its wholesale and retail chain customers.  When the Company and a customer enter into an agreement for the supply of a product, the customer will generally continue to purchase the product, stock its warehouse(s), and resell the product to its own customers.  The Company’s customer will reorder the product as its warehouse is depleted.  The Company generally has no minimum size orders for its customers.  Additionally, most warehousing customers prefer not to stock excess inventory levels due to the additional carrying costs and inefficiencies created by holding excess inventory.  As such, the Company’s customers continually reorder the Company’s products.  It is common for the Company’s customers to order the same products on a monthly basis.  For generic pharmaceutical manufacturers, it is critical to ensure that customers’ warehouses are adequately stocked with its products.  This is important due to the fact that several generic competitors compete for the consumer demand for a given product.  Availability of inventory ensures that a manufacturer’s product is considered.  Otherwise, retail prescriptions would be filled with competitors’ products.  For this reason, the Company periodically offers incentives to its customers to purchase its products.  These incentives are generally up-front discounts off its standard prices at the beginning of a generic campaign launch for a newly-approved or newly-introduced product, or when a customer purchases a Lannett product for the first time.  Customers generally inform the Company that such purchases represent an estimate of expected resale for a period of time.  This period of time is generally up to three months.  The Company records this revenue, net of any discounts offered and accepted by its customers at the time of shipment.  The Company’s products have either 24 months or 36 months of shelf-life at the time of manufacture.  The Company monitors its customers’ purchasing trends to attempt to identify any significant lapses in purchasing activity.  If the Company observes a lack of recent activity, inquiries will be made to such customer regarding the success of the customer’s resale efforts.  The Company attempts to minimize any potential return (or shelf life issues) by maintaining an active dialogue with the customers.

 

The products that the Company sells are generic versions of brand named drugs.  The consumer markets for such drugs are well-established markets with many years of historically-confirmed consumer demand.  Such consumer demand may be affected by several factors, including alternative treatments and costs, etc.  However, the effects of changes in such consumer demand for the Company’s products, like generic products manufactured by other generic companies, are gradual in nature.  Any overall decrease in consumer demand for generic products generally occurs over an extended period of time.  This is because there are thousands of doctors, prescribers, third-party payers, institutional formularies and other buyers of drugs that must change prescribing habits and medicinal practices before such a decrease would affect a generic drug market.  If the historical data the Company uses and the assumptions management makes to calculate its estimates of future returns, chargebacks, and other credits do not accurately approximate future activity, its net sales, gross profit, net income and earnings per share could change.  However, management believes that these estimates are reasonable based upon historical experience and current conditions.

 

Cash and cash equivalents — The Company considers all highly liquid securities purchased with original maturities of 90 days or less to be cash equivalents.  Cash equivalents are stated at cost, which approximates fair value, and consist of certificates of deposit that are readily convertible to cash.

 

Accounts Receivable - The Company performs ongoing credit evaluations of its customers and adjusts credit limits based upon payment history and the customer’s current credit worthiness, as determined by a review of current credit information. The Company continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within both the

 

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Company’s expectations and the provisions established, the Company cannot guarantee that it will continue to experience the same credit loss rates that it has in the past.

 

Fair Value of Financial Instruments - The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and debt obligations. The carrying values of these assets and liabilities approximate fair value based upon the short-term nature of these instruments.  The Company has estimated that the fair value of long-term debt associated with the 20 year mortgage on its land and building in Cody, Wyoming approximates the discounted amount of future payments to the mortgage-holder.

 

Investment Securities - The Company’s investment securities consist of marketable debt securities, primarily in U.S. government and agency obligations.  All of the Company’s marketable debt securities are classified as available-for-sale and recorded at fair value, based on quoted market prices.  Unrealized holding gains and losses are recorded, net of any tax effect, as a separate component of accumulated other comprehensive (loss) income.  No gains or losses on marketable debt securities are realized until they are sold or a decline in fair value is determined to be other-than-temporary.  The Company reviews its marketable securities and determines whether the investments are other-than-temporarily impaired. If the investments are deemed to be other-than-temporarily impaired, the investments are written down to their then current fair market value with a new cost basis being established. There were no securities determined by management to be other-than-temporarily impaired during the nine months ended March 31, 2010 or the fiscal year ended June 30, 2009.

 

Shipping and Handling Costs — The cost of shipping products to customers is recognized at the time the products are shipped, and is included in cost of sales.

 

Research and Development — Research and development expenses are charged to operations as incurred.

 

Intangible Assets — In March 2004, the Company entered into an agreement with Jerome Stevens Pharmaceuticals, Inc. (JSP) for the exclusive marketing and distribution rights in the United States to the current line of JSP products in exchange for four million (4,000,000) shares of the Company’s common stock.  As a result of the JSP agreement, the Company recorded an intangible asset for the exclusive marketing and distribution rights obtained from JSP.  As of March 31, 2010 and June 30, 2009, management concluded the carrying value of the intangible asset was less than its fair value and, therefore, no impairment was required.  The Company will incur annual amortization expense of approximately $1,785,000 for the JSP intangible asset over the remaining term of the agreement.

 

On April 10, 2007, the Company entered into a Stock Purchase Agreement to acquire Cody by purchasing all of the remaining shares of common stock of Cody. The consideration for the April 10, 2007 acquisition was approximately $4,438,000, which represented the fair value of the tangible net assets acquired. The agreement also required Lannett to issue to the sellers up to 120,000 shares of unregistered common stock of the Company contingent upon the receipt of a license from a regulatory agency.  This license was subsequently received in July 2008 and triggered the payment of 105,000 shares (87.5% of the 120,000 shares as the Company already owned 12.5%) of Lannett stock to the former owners of Cody Labs, which was completed in October 2008.  Therefore, the Company recorded an intangible asset related to the acquisition of a drug import license in the original amount of $581,175 and recorded a corresponding deferred tax liability of approximately $150,700 due to the non-deductibility of the amortization for tax purposes.  The Company has assigned a 15 year life to this intangible asset based on average life cycles of Lannett products.

 

In January 2005, Lannett Holdings, Inc. entered into an agreement in which the Company purchased for $100,000 and future royalty payments the proprietary rights to manufacture and distribute a product for which Pharmeral, Inc. owned the ANDA.  In May 2008, the Company and Pharmeral waived their rights to any royalty payments on the sales of the drug by Lannett, under Lannett’s current ownership structure.  Should Lannett undergo a change in control transaction with a third party, this royalty will be reinstated.  In Fiscal 2008, the Company obtained FDA approval to use these proprietary rights.  Accordingly, the Company originally capitalized these purchased product rights as an

 

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indefinite lived intangible asset and tested this asset for impairment at least on an annual basis.  During the fourth quarter of fiscal 2009, it was determined that this intangible asset no longer has an indefinite life.  No impairment existed because the estimated fair value exceeded the carrying amount on that date. Accordingly, the $100,000 carrying amount of this intangible asset is being amortized on a straight line basis prospectively over its 10 year remaining estimated useful life.

 

In August 2009, the Company acquired eight new ANDAs covering three separate product lines from another generic drug manufacturer for a purchase price of $500,000.  It is expected that the Company will be able to produce these products by the first half of Fiscal 2011.  The Company has assigned a 15 year life to this intangible asset based on average life cycles of Lannett products.  Amortization will begin when the Company starts shipping these products.

 

For the nine months ended March 31, 2010 and 2009, the Company incurred amortization expense of approximately $1,375,000 and $1,366,000, respectively. As of March 31, 2010 and June 30, 2009, accumulated amortization totaled approximately $8,999,000 and $7,624,000, respectively.

 

Future annual amortization expense consists of the following as of March 31, 2010:

 

Fiscal Year Ending June 30,

 

Annual Amortization
Expense

 

2010

 

$

458,354

 

2011

 

1,833,412

 

2012

 

1,833,412

 

2013

 

1,833,412

 

2014

 

1,387,245

 

Thereafter

 

397,817

 

 

 

$

7,743,652

 

 

The amounts above do not include the ANDA’s purchased in August 2009 for $500,000 as amortization will begin when the Company starts shipping these products.

 

Advertising Costs - The Company charges advertising costs to operations as incurred.  Advertising expense for the nine months ended March 31, 2010 and 2009 was approximately $20,000 and $41,000, respectively.

 

Income Taxes - The Company uses the liability method to account for income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse.  Deferred tax expense/(benefit) is the result of changes in deferred tax assets and liabilities.  The Company may recognize the tax benefit from an uncertain tax position claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The authoritative standards issued by the FASB also provide guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

 

Segment Information - The Company operates one business segment - generic pharmaceuticals; accordingly the Company has one reporting segment.  The Company aggregates its financial information for all products and reports as one operating segment.  The following table identifies the Company’s approximate net product sales by medical indication for the three and nine months ended March 31, 2010 and 2009:

 

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For the Three Months Ended
March 31,

 

For the Nine Months Ended
March 31,

 

Medical Indication

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Migraine Headache

 

$

2,135,000

 

$

2,483,000

 

$

7,275,000

 

$

7,230,000

 

Epilepsy

 

357,000

 

518,000

 

1,396,000

 

1,402,000

 

Prescription Vitamin

 

1,446,000

 

4,890,000

 

4,502,000

 

9,449,000

 

Heart Failure

 

5,070,000

 

3,938,000

 

15,212,000

 

15,995,000

 

Thyroid Deficiency

 

12,798,000

 

11,709,000

 

38,906,000

 

35,301,000

 

Antibiotic

 

1,709,000

 

1,499,000

 

4,928,000

 

4,471,000

 

Pain Management

 

3,818,000

 

1,144,000

 

8,782,000

 

1,791,000

 

Other

 

3,933,000

 

2,580,000

 

10,417,000

 

7,914,000

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

31,266,000

 

$

28,761,000

 

$

91,418,000

 

$

83,553,000

 

 

Concentration of Market and Credit Risk - Five of the Company’s products, defined as generics containing the same active ingredient or combination of ingredients, accounted for approximately 43%, 17%, 8%, 5% and 5%, respectively of net sales for the nine months ended March 31, 2010.  Those same products accounted for 42%, 19%, 9%, 1% and 11% respectively, of net sales for the nine months ended March 31, 2009.  For the three months ended March 31, 2010 and 2009, the same five products accounted for 41%, 16%, 7%, 5% and 5%, and 41%, 14%, 9%, 2% and 17%, respectively, of net sales.

 

Five of the Company’s customers accounted for 26%, 11%, 9%, 8% and 6%, respectively, of net sales for the nine months ended March 31, 2010, and 29%, 6%, 5%, 8% and 8%, respectively, of net sales for the nine months ended March 31, 2009.  For the three months ended March 31, 2010 and 2009, five customers accounted for 27%, 11%, 11%, 8% and 7%, and 29%, 7%, 8%, 8% and 9%, respectively, of net sales.  At March 31, 2010, these five customers accounted for 74% of the Company’s accounts receivable balances.  At June 30, 2009, these five customers accounted for 69% of the Company’s accounts receivable balances.

 

Share-based Compensation - The Company recognizes compensation cost for share-based compensation issued to or purchased by employees, net of estimated forfeitures, under share-based compensation plans using a fair value method.

 

At March 31, 2010, the Company had three stock-based employee compensation plans (the “Old Plan,” the “2003 Plan,” and the Long-term Incentive Plan, or “LTIP”).

 

During the nine months ended March 31, 2009, the Company awarded 30,000 shares of restricted stock under the LTIP which vested immediately.  Stock compensation expense of zero and $101,400 was recognized during the three and nine months ended March 31, 2009, related to these shares of restricted stock.

 

During the fiscal year ended June 30, 2008, the Company awarded 209,264 shares of restricted stock under the LTIP of which, 74,464 of these shares vested 100% on January 1, 2008.  The remainder vests in equal portions on September 18, 2008, 2009 and 2010.  Stock compensation expense of $43,007 and $129,021 and was recognized during the three and nine months ended March 31, 2010 and 2009, respectively, related to the vesting of these shares of restricted stock.

 

During the three months ended December 31, 2009, the Company awarded 237,500 shares of restricted stock under the LTIP which vest in equal portions on October 29, 2010, 2011 and 2012.  Stock compensation expense of $130,129 and $220,217 was recognized during the three and nine months ended March 31, 2010, respectively, related to the vesting of these shares of restricted stock.

 

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During the three months ended March 31, 2010, the Company awarded 45,000 shares of restricted stock under the LTIP which vested immediately.  Stock compensation expense of $290,250 was recognized during the three months ended March 31, 2010 related to the vesting of these shares of restricted stock.

 

The Company measures the fair value of share-based compensation cost for options using the Black-Scholes option pricing model.  The following table presents the weighted average assumptions used to estimate fair values of the stock options granted and the estimated forfeiture rates during the nine months ended March 31:

 

 

 

Incentive Stock
Options

 

Non-qualified
Stock Options

 

Incentive Stock
Options

 

Non-qualified
Stock Options

 

 

 

FY 2010

 

FY 2010

 

FY 2009

 

FY 2009

 

Risk-free interest rate

 

2.4

%

2.4

%

2.6

%

2.5

%

Expected volatility

 

66.6

%

66.8

%

59.4

%

59.4

%

Expected dividend yield

 

0.0

%

0.0

%

0.0

%

0.0

%

Forfeiture rate

 

5.0

%

5.0

%

5.0

%

5.0

%

Expected term

 

5.0 years

 

5.0 years

 

5.0 years

 

5.0 years

 

Weighted average fair value at date of grant

 

$

3.99

 

$

4.00

 

$

1.44

 

$

1.41

 

 

Zero options were issued under the LTIP during the three months ended March 31, 2010 and 2009, respectively.  Approximately 528,000 and 147,000 options were issued under the LTIP during the nine months ended March 31, 2010 and 2009, respectively.  There were 122,350 and 7,800 shares under options that were exercised in the nine months ended March 31, 2010 and 2009, respectively.  At March 31, 2010, there were 2,102,981 options outstanding.  Of those, 1,039,050 were options issued under the LTIP, 854,698 were issued under the 2003 Plan, and 209,233 under the Old Plan.  There are no further shares authorized to be issued under the Old Plan.  1,125,000 shares were authorized to be issued under the 2003 Plan, with 48,740 shares under options having already been exercised under that plan.  2,500,000 shares were authorized to be issued under the LTIP, with 92,100 shares under options having already been exercised under that plan.

 

Expected volatility is based on the historical volatility of the price of our common shares since the date we commenced trading on the NYSE-Amex, April 2002, or a historical period equal to the expected term of the option, whichever is shorter.  We use historical information to estimate expected term within the valuation model.  The expected term of awards represents the period of time that options granted are expected to be outstanding.  The risk-free rate for periods within the expected life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.  Compensation cost is recognized using the straight-line method over the vesting or service period and is net of estimated forfeitures.

 

The forfeiture rate assumption is the estimated annual rate at which unvested awards are expected to be forfeited during the vesting period. This assumption is based on our historical forfeiture rate. Periodically, management will assess whether it is necessary to adjust the estimated rate to reflect changes in actual forfeitures or changes in expectations. For example, adjustments may be needed if forfeitures were affected by turnover that resulted from a business restructuring that is not expected to recur.  The Company will incur additional expense if the actual forfeiture rate is lower than originally estimated. A recovery of prior expense will be recorded if the actual rate is higher than originally estimated.

 

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Table of Contents

 

The following table presents all share-based compensation costs recognized in our statements of operations, substantially all of which is reflected in the selling, general and administrative expense line:

 

 

 

Three Months Ended
March 31,

 

Nine Months Ended
March 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Share based compensation

 

 

 

 

 

 

 

 

 

Stock options

 

$

320,013

 

$

293,293

 

$

850,607

 

$

731,286

 

Employee stock purchase plan

 

10,440

 

39,023

 

43,516

 

70,315

 

Restricted stock

 

463,386

 

43,007

 

639,488

 

230,420

 

Tax benefit at statutory rate

 

22,934

 

22,180

 

56,677

 

66,541

 

 

During the third quarter of Fiscal Year 2009 as part of the former CFO’s resignation, the Company repurchased all of his 185,000 outstanding stock options.  Therefore, the Company recorded as incremental stock compensation expense, the previously unrecognized compensation cost totaling approximately $83,000 related to options for which the requisite service period had not been rendered as of the repurchase date.  See Note 11 for additional information.

 

Options outstanding that have vested and are expected to vest as of March 31, 2010 are as follows:

 

 

 

Awards

 

Weighted -
Average
Exercise
Price

 

Aggregate
Intrinsic
Value

 

Weighted
Average
Remaining
Contractual
Life

 

Options vested

 

1,136,781

 

$

8.86

 

$

107,932

 

5.1

 

Options expected to vest

 

917,890

 

$

6.03

 

$

156,441

 

9.1

 

Total vested and expected to vest

 

2,054,671

 

$

7.60

 

$

264,373

 

6.9

 

 

A summary of nonvested restricted stock award activity as of March 31, 2010 and changes during the nine months then ended, is presented below:

 

 

 

Awards

 

Weighted
Average Grant
Date Fair Value

 

Nonvested at July 1, 2009

 

77,198

 

$

311,108

 

Granted

 

399,225

 

2,697,213

 

Vested

 

(197,225

)

(1,192,028

)

Forfeited

 

(9,300

)

(37,479

)

Nonvested at March 31, 2010

 

269,898

 

$

1,778,814

 

 

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Table of Contents

 

A summary of award activity under the Plans as of March 31, 2010 and 2009, and changes during the nine months then ended, is presented below:

 

 

 

Incentive Stock Options

 

Nonqualified Stock Options

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted-

 

 

 

Average

 

 

 

Weighted-

 

 

 

Average

 

 

 

 

 

Average

 

Aggregate

 

Remaining

 

 

 

Average

 

Aggregate

 

Remaining

 

 

 

 

 

Exercise

 

Intrinsic

 

Contractual

 

 

 

Exercise

 

Intrinsic

 

Contractual

 

 

 

Awards

 

Price

 

Value

 

Life

 

Awards

 

Price

 

Value

 

Life

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at July 1, 2009

 

958,909

 

$

5.60

 

 

 

 

 

626,772

 

$

10.52

 

 

 

 

 

Granted

 

502,642

 

$

6.98

 

 

 

 

 

152,658

 

$

6.99

 

 

 

 

 

Exercised

 

(108,546

)

$

4.47

 

 

 

 

 

(13,804

)

$

4.97

 

 

 

 

 

Forfeited, expired or repurchased

 

(15,650

)

$

5.17

 

 

 

 

 

 

$

 

 

 

 

 

Outstanding at March 31, 2010

 

1,337,355

 

$

6.21

 

$

214,484

 

7.7

 

765,626

 

$

9.91

 

$

58,121

 

5.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2010 and not yet vested

 

769,982

 

$

5.98

 

$

129,399

 

9.1

 

196,218

 

$

6.20

 

$

35,275

 

9.2

 

Exercisable at March 31, 2010

 

567,373

 

$

6.52

 

$

85,085

 

5.8

 

569,408

 

$

11.19

 

$

22,846

 

4.5

 

 

 

 

Incentive Stock Options

 

Nonqualified Stock Options

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

Weighted-

 

 

 

Average

 

 

 

Weighted-

 

 

 

Average

 

 

 

 

 

Average

 

Aggregate

 

Remaining

 

 

 

Average

 

Aggregate

 

Remaining

 

 

 

 

 

Exercise

 

Intrinsic

 

Contractual

 

 

 

Exercise

 

Intrinsic

 

Contractual

 

 

 

Awards

 

Price

 

Value

 

Life

 

Awards

 

Price

 

Value

 

Life

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at July 1, 2008

 

991,267

 

$

5.76

 

 

 

 

 

703,064

 

$

10.16

 

 

 

 

 

Granted

 

109,002

 

$

2.79

 

 

 

 

 

37,998

 

$

2.80

 

 

 

 

 

Exercised

 

(7,800

)

$

4.32

 

 

 

 

 

 

 

 

 

 

 

Forfeited, expired or repurchased

 

(196,660

)

$

5.02

 

 

 

 

 

(114,290

)

$

5.75

 

 

 

 

 

Outstanding at March 31, 2009

 

895,809

 

$

5.58

 

$

924,868

 

7.5

 

626,772

 

$

10.52

 

223,393

 

5.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2009 and not yet vested

 

420,018

 

$

4.03

 

661,780

 

8.7

 

120,893

 

$

4.23

 

178,616

 

8.5

 

Exercisable at March 31, 2009

 

475,791

 

$

6.94

 

$

263,088

 

6.4

 

505,879

 

$

12.02

 

44,777

 

5.1

 

 

Options with a fair value of $652,505 vested during the nine months ended March 31, 2010.  As of March 31, 2010, there was $4,151,892 of total unrecognized compensation cost related to nonvested share-based compensation awards granted under the Plans.  That cost is expected to be recognized over a weighted average period of 1.8 years.  The Company issues new shares when stock options are exercised.

 

Unearned Grant Funds — The Company records all grant funds received as a liability until the Company fulfills all the requirements of the grant funding program.

 

Earnings per Common Share — A dual presentation of basic and diluted earnings per share is required on the face of the Company’s consolidated statement of operations as well as a reconciliation of the computation of basic earnings per share to diluted earnings per share.  Basic earnings per share excludes the dilutive impact of common stock equivalents and is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period.  Diluted earnings per share include the effect of potential dilution from

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the exercise of outstanding common stock equivalents into common stock using the treasury stock method.  A reconciliation of the Company’s basic and diluted income per share follows:

 

 

 

Three Months Ended March 31,

 

Nine Months Ended March 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

Net Income

 

Shares

 

Net Income

 

Shares

 

Net Income

 

Shares

 

Net Income

 

Shares

 

 

 

(Numerator)

 

(Denominator)

 

(Numerator)

 

(Denominator)

 

(Numerator)

 

(Denominator)

 

(Numerator)

 

(Denominator)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share factors

 

$

2,092,854

 

24,849,745

 

$

1,314,482

 

24,502,629

 

$

5,004,816

 

24,697,669

 

$

4,113,709

 

24,424,187

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effect of potentially dilutive option and restricted stock plans

 

 

436,586

 

 

253,412

 

 

474,081

 

 

100,635

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share factors

 

$

2,092,854

 

25,286,331

 

$

1,314,482

 

24,756,041

 

$

5,004,816

 

25,171,750

 

$

4,113,709

 

24,524,822

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.08

 

 

 

$

0.05

 

 

 

$

0.20

 

 

 

$

0.17

 

 

 

Diluted earnings per share

 

$

0.08

 

 

 

$

0.05

 

 

 

$

0.20

 

 

 

$

0.17

 

 

 

 

The number of anti-dilutive shares that have been excluded in the computation of diluted earnings per share for the three and nine months ended March 31, 2010 were 1,406,344 and 1,315,984, respectively. The number of anti-dilutive shares that have been excluded in the computation of diluted earnings per share for the three and nine months ended March 31, 2009 were 865,642 and 1,470,779, respectively.

 

Note 3.  New Accounting Standards

 

In December 2007, the FASB issued authoritative guidance which significantly changes the accounting for business combinations in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs, in-process research and development and restructuring costs. In addition, under the guidance, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will impact income tax expense. In April 2009, updated guidance was issued to address application issues regarding the accounting and disclosure provisions for contingencies. The authoritative guidance applies prospectively to business combinations for which the acquisition date is on or after the beginning of the fiscal year beginning July 1, 2009.  Early application is not permitted. The effect of this authoritative guidance on our consolidated financial statements will depend on the nature and terms of any business combinations that occur after the effective date.

 

In December 2007, the FASB issued authoritative guidance to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation. We adopted this authoritative guidance effective July 1, 2009. As a result of the adoption, the Company presents noncontrolling interests as a component of equity on its consolidated balance sheets.  Minority interest expense is now shown below net income under the heading “net income from noncontrolling interest”.  Prior year financial statements have been reclassified to reflect the adoption of this guidance.  The adoption of this guidance did not have any other significant impact on our consolidated financial statements.

 

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In April 2008, the FASB issued authoritative guidance which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset. The guidance is intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset. We adopted this authoritative guidance effective July 1, 2009.  The adoption of this guidance did not have a significant impact on our consolidated financial statements.

 

In June 2009, the FASB issued authoritative guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. This guidance requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. It also requires ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity.  The authoritative guidance is effective for the annual reporting period that begins after November 15, 2009. We do not expect the adoption of this authoritative guidance to have a significant impact on our consolidated financial statements.

 

In January 2010, the FASB issued authoritative guidance which requires reporting entities to make new disclosures about recurring or nonrecurring fair-value measurements including significant transfers into and out of Level 1 and Level 2 fair-value measurements and information on purchases, sales, issuances, and settlements on a gross basis in the reconciliation of Level 3 fair- value measurements. ASU 2010-6 is effective for annual reporting periods beginning after December 15, 2009, except for Level 3 reconciliation disclosures which are effective for annual periods beginning after December 15, 2010. We do not anticipate that this update will have a material impact on our consolidated financial statements.

 

Note 4.  Inventories

 

The Company values its inventory at the lower of cost (determined by the first-in, first-out method) or market, regularly reviews inventory quantities on hand, and records a provision for excess and obsolete inventory based primarily on estimated forecasts of product demand.    The Company’s estimates of future product demand may fluctuate, in which case estimated required reserves for excess and obsolete inventory may increase or decrease.   If the Company’s inventory is determined to be overvalued, the Company recognizes such costs in cost of goods sold at the time of such determination. Likewise, if inventory is determined to be undervalued, the Company may have recognized excess cost of goods sold in previous periods and would recognize such additional operating income at the time of sale.

 

Inventories consist of the following:

 

 

 

March 31, 2010

 

June 30, 2009

 

 

 

 

 

 

 

Raw materials

 

$

5,751,616

 

$

5,755,982

 

Work-in-process

 

2,155,116

 

2,846,600

 

Finished goods

 

10,376,718

 

6,664,193

 

Packaging supplies

 

940,753

 

928,586

 

 

 

$

19,224,205

 

$

16,195,361

 

 

The preceding amounts are net of inventory reserves of $2,409,378 and $2,744,305 at March 31, 2010 and June 30, 2009, respectively.

 

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Note 5.  Property, Plant and Equipment

 

Property, plant and equipment are stated at cost.  Depreciation is provided for by the straight-line method for financial reporting purposes over the estimated useful lives of the assets.  Depreciation expense for the three months ended March 31, 2010 and 2009 was approximately $714,000 and $836,000, respectively. Depreciation expense for the nine months ended March 31, 2010 and 2009 was approximately $2,110,000 and $2,503,000, respectively.

 

Property, plant and equipment consist of the following:

 

 

 

 

 

March 31,

 

June 30,

 

 

 

Useful Lives

 

2010

 

2009

 

Land

 

 

$

1,418,314

 

$

918,314

 

Building and improvements

 

10 - 39 years

 

21,040,027

 

17,048,351

 

Machinery and equipment

 

5 - 10 years

 

24,099,278

 

22,573,324

 

Furniture and fixtures

 

5 - 7 years

 

898,283

 

891,169

 

 

 

 

 

$

47,455,902

 

$

41,431,158

 

Accumulated depreciation

 

 

 

(20,587,319

)

(18,533,773

)

 

 

 

 

$

26,868,583

 

$

22,897,385

 

 

Note 6.  Investment Securities - Available-for-Sale

 

On July 1, 2008, the Company adopted the authoritative guidance which clarifies the definition of fair value, establishes a framework for measuring fair value, and expands the disclosures on fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The authoritative guidance also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs were established that may be used to measure fair value:

 

Level 1 — Quoted prices in active markets for identical assets or liabilities.  The Company does not have any Level 1 available-for-sale securities as of March 31, 2010 or June 30, 2009.

 

Level 2 — Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices for identical or similar instruments in markets that are not active; or model-derived valuations whose inputs are observable or whose significant value drivers are observable. The Company’s Level 2 assets and liabilities primarily include debt securities with quoted prices that are traded less frequently than exchange-traded instruments, corporate bonds, U.S. government and agency securities and certain mortgage-backed and asset-backed securities whose values are determined using pricing models with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.  The fair value of the Company’s available-for-sale securities in the table below are derived solely from Level 2 inputs.

 

Level 3 — Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The Company does not have any Level 3 available-for-sale securities as of March 31, 2010 or June 30, 2009.

 

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If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The amortized cost, gross unrealized gains and losses, and fair value of the Company’s available-for-sale securities are summarized as follows:

 

March 31, 2010

Available-for-Sale

 

 

 

Amortized Cost

 

Gross Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

U.S. Government Agency

 

$

928,910

 

$

21,551

 

$

 

$

950,461

 

Corporate Bonds

 

179,507

 

3,062

 

 

182,569

 

 

 

$

1,108,417

 

$

24,613

 

$

 

$

1,133,030

 

 

June 30, 2009

Available-for-Sale

 

 

 

Amortized Cost

 

Gross Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair Value

 

 

 

 

 

 

 

 

 

 

 

U.S. Government Agency

 

$

928,910

 

$

40,352

 

$

 

$

969,262

 

Corporate Bonds

 

179,507

 

900

 

 

180,407

 

 

 

$

1,108,417

 

$

41,252

 

$

 

$

1,149,669

 

 

The amortized cost and fair value of the Company’s current available-for-sale securities by contractual maturity at March 31, 2010 and June 30, 2009 are summarized as follows:

 

 

 

March 31, 2010

 

June 30, 2009

 

 

 

Available for Sale

 

Available for Sale

 

 

 

Amortized

 

Fair

 

Amortized

 

Fair

 

 

 

Cost

 

Value

 

Cost

 

Value

 

Due in one year or less

 

$

720,238

 

$

735,866

 

$

338,159

 

$

347,921

 

Due after one year through five years

 

388,179

 

397,164

 

770,258

 

801,748

 

Due after five years through ten years

 

 

 

 

 

Due after ten years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total available-for-sale securities

 

1,108,417

 

1,133,030

 

1,108,417

 

1,149,669

 

Less current portion

 

720,238

 

735,866

 

338,159

 

347,921

 

 

 

 

 

 

 

 

 

 

 

Long term available-for-sale securites

 

$

388,179

 

$

397,164

 

$

770,258

 

$

801,748

 

 

The Company uses the specific identification method to determine the cost of securities sold. For the nine months ended March 31, 2010, the Company had no realized gains or losses, whereas for the nine months ended March 31, 2009, the Company had realized gains of $60,242.

 

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As of March 31, 2010 and June 30, 2009, there were no securities held from a single issuer that represented more than 10% of shareholders’ equity.  As of March 31, 2010, there were no individual securities in a continuous unrealized loss position.

 

Note 7. Bank Line of Credit

 

The Company has a $3,000,000 line of credit from Wachovia Bank, N.A. (“Wachovia”) that bears interest at the prime interest rate less 0.25% (3.00% and 3.00% at March 31, 2010 and June 30, 2009, respectively). As of March 31, 2010 and June 30, 2009, the Company had $3,000,000 of availability under this line of credit.  The line of credit is collateralized by substantially all of the Company’s assets.  The agreement contains covenants with respect to working capital, net worth and certain ratios, as well as other covenants.  As of March 31, 2010, the Company was in compliance with all financial covenants under the agreement.

 

The existing line of credit, which was scheduled to expire on November 30, 2009, was renewed and extended during the first quarter of Fiscal 2010 to November 30, 2010.   As part of the renewal agreement, the Company is no longer required to maintain any minimum deposit balances with Wachovia, and the availability fee on the unused balance of the line of credit was reduced to 0.375%.

 

Note 8.  Unearned Grant Funds

 

In July 2004, the Company received $500,000 of grant funding from the Commonwealth of Pennsylvania, acting through the Department of Community and Economic Development.  The grant funding program requires the Company to use the funds for machinery and equipment located at their Pennsylvania locations, hire an additional 100 full-time employees by June 30, 2006, operate its Pennsylvania locations a minimum of five years and meet certain matching investment requirements.  If the Company fails to comply with any of the requirements above, the Company would be liable to repay the full amount of the grant funding ($500,000).  The Company has recorded the unearned grant funds as a liability until the Company complies with all of the requirements of the grant funding program.  As of March 31, 2010, the Company has had preliminary discussions with the Commonwealth of Pennsylvania to determine whether it will be required to repay any of the funds provided under the grant funding program.  Based on information available at March 31, 2010, the Company has recorded the grant funding as a long-term liability under the caption of Unearned Grant Funds.

 

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Note 9.  Long-Term Debt

 

Long-term debt consists of the following:

 

 

 

March 31,

 

June 30,

 

 

 

2010

 

2009

 

PIDC Regional Center, LP III loan

 

$

4,500,000

 

$

4,500,000

 

Pennsylvania Industrial Development Authority loan

 

946,425

 

1,002,607

 

Pennsylvania Department of Community & Economic Development loan

 

105,538

 

182,831

 

Tax-exempt bond loan (PAID)

 

680,000

 

680,000

 

Equipment loan

 

 

80,130

 

First National Bank of Cody mortgage

 

1,655,555

 

1,693,200

 

 

 

 

 

 

 

Total debt

 

7,887,518

 

8,138,768

 

Less current portion

 

4,862,141

 

435,386

 

 

 

 

 

 

 

Long term debt

 

$

3,025,377

 

$

7,703,382

 

 

 

 

 

 

 

 

 

March 31,

 

June 30,

 

Current Portion of Long Term Debt

 

2010

 

2009

 

PIDC Regional Center, LP III loan

 

$

4,500,000

 

$

 

Pennsylvania Industrial Development Authority loan

 

76,554

 

75,017

 

Pennsylvania Department of Community & Economic Development loan

 

105,516

 

103,100

 

Tax-exempt bond loan (PAID)

 

125,000

 

125,000

 

Equipment loan

 

 

80,130

 

First National Bank of Cody mortgage

 

55,071

 

52,139

 

 

 

 

 

 

 

Total current portion of long term debt