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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Pharma Bio Serv Inc (QB) | USOTC:PBSV | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.735 | 0.624 | 0.75 | 0.00 | 21:00:06 |
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT
OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Delaware
|
20-0653570
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(IRS Employer
Identification
No.)
|
Pharma-Bio Serv Building,
# 6 Road 696
Dorado, Puerto Rico
|
00646
(Zip
Code)
|
(Address
of Principal Executive Offices)
|
|
N/A
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name of
each exchange on which registered
|
|
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
|
Non-accelerated
filer ☒
|
Smaller
reporting company ☒
|
|
|
Emerging
growth company ☐
|
|
|
Page
|
|
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PART
I FINANCIAL INFORMATION
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Item 1
– Financial Statements
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PART
II OTHER INFORMATION
|
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Item 1.
|
FINANCIAL STATEMENTS
|
ASSETS
|
April
30,
2019*
|
October
31,
2018**
|
Current
assets
|
|
|
Cash and cash
equivalents
|
$
15,433,111
|
$
16,029,920
|
Accounts
receivable
|
6,663,424
|
5,193,385
|
Current
portion - promissory note receivable due from sale of assets from
discontinued operations
|
1,250,000
|
1,750,000
|
Prepaids
and other assets
|
316,209
|
438,492
|
Total current
assets
|
23,662,744
|
23,411,797
|
|
|
|
Promissory
note receivable due from sale of assets from discontinued
operations
|
1,250,000
|
1,250,000
|
Property and
equipment
|
322,536
|
298,020
|
Other
assets
|
419,055
|
418,495
|
Total
assets
|
$
25,654,335
|
$
25,378,312
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
Current
liabilities
|
|
|
Current
portion-obligations under capital leases
|
$
10,737
|
$
13,768
|
Accounts payable
and accrued expenses
|
1,510,603
|
2,140,001
|
Current
portion of US Tax Reform Transition Tax and income taxes
payable
|
414,955
|
411,903
|
Total current
liabilities
|
1,936,295
|
2,565,672
|
|
|
|
US Tax Reform
Transition Tax payable
|
2,270,000
|
2,485,000
|
Obligations under
capital leases
|
72,668
|
46,027
|
Other
liabilities
|
17,950
|
17,950
|
Total
liabilities
|
4,296,913
|
5,114,649
|
Stockholders'
equity
|
|
|
Preferred Stock,
$0.0001 par value; authorized 10,000,000 shares; none
outstanding
|
-
|
-
|
Common Stock,
$0.0001 par value; authorized 50,000,000 shares; 23,397,707 and
23,373,817 shares issued, and 22,996,481 and 23,058,413 shares
outstanding at April 30, 2019 and October 31, 2018,
respectively
|
2,340
|
2,337
|
Additional paid-in
capital
|
1,364,956
|
1,346,956
|
Retained
earnings
|
20,289,611
|
19,111,111
|
Accumulated other
comprehensive income
|
92,522
|
107,947
|
|
21,749,429
|
20,568,351
|
Treasury stock, at
cost; 401,226 and 315,404 common shares held at April 30, 2019 and
October 31, 2018, respectively
|
(392,007
)
|
(304,688
)
|
Total stockholders'
equity
|
21,357,422
|
20,263,663
|
Total liabilities
and stockholders' equity
|
$
25,654,335
|
$
25,378,312
|
*
|
Unaudited.
|
**
|
Condensed
from audited financial statements.
|
|
Three months
ended April 30,
|
Six months ended
April 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
REVENUES
|
$
5,150,344
|
$
3,765,358
|
$
9,716,541
|
$
7,491,954
|
|
|
|
|
|
COST OF
SERVICES
|
3,556,942
|
2,728,346
|
6,644,079
|
5,273,416
|
|
|
|
|
|
GROSS
PROFIT
|
1,593,402
|
1,037,012
|
3,072,462
|
2,218,538
|
|
|
|
|
|
SELLING, GENERAL
AND ADMINISTRATIVE EXPENSES
|
1,116,474
|
1,066,374
|
2,163,033
|
2,036,962
|
|
|
|
|
|
INCOME (LOSS) FROM
CONTINUING OPERATIONS
|
476,928
|
(29,362
)
|
909,429
|
181,576
|
|
|
|
|
|
OTHER INCOME,
NET
|
305,813
|
20,679
|
387,287
|
38,450
|
|
|
|
|
|
INCOME (LOSS) FROM
CONTINUING OPERATIONS BEFORE INCOME TAX AND US TAX REFORM
TRANSITION TAX EXPENSE
|
782,741
|
(8,683
)
|
1,296,716
|
220,026
|
|
|
|
|
|
INCOME TAX AND US
TAX REFORM TRANSITION TAX EXPENSE
|
75,258
|
-
|
118,213
|
2,701,023
|
|
|
|
|
|
NET
INCOME (LOSS) FROM CONTINUING OPERATIONS
|
707,483
|
(8,683
)
|
1,178,503
|
(2,480,997
)
|
|
|
|
|
|
DISCONTINUED
OPERATIONS NET LOSS FROM OPERATIONS, NET OF TAX
|
-
|
(119,665
)
|
-
|
(311,363
)
|
|
|
|
|
|
NET INCOME
(LOSS)
|
$
707,483
|
$
(128,348
)
|
$
1,178,503
|
$
(2,792,360
)
|
|
|
|
|
|
BASIC
AND DILUTED EARNINGS (LOSSES) PER COMMON SHARE (Continuing
operations)
|
$
0.031
|
$
(0.001
)
|
$
0.051
|
$
(0.108
)
|
|
|
|
|
|
BASIC
AND DILUTED LOSSES PER COMMON SHARE (Discontinued
operations)
|
$
-
|
$
(0.005
)
|
$
-
|
$
(0.013
)
|
|
|
|
|
|
WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING – BASIC
|
23,002,903
|
23,062,531
|
23,032,107
|
23,076,594
|
|
|
|
|
|
WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING -
DILUTED
|
23,068,923
|
23,062,531
|
23,105,166
|
23,078,143
|
|
Three months
ended April 30,
|
Six months ended
April 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
NET INCOME
(LOSS)
|
$
707,483
|
$
(128,348
)
|
$
1,178,503
|
$
(2,792,360
)
|
|
|
|
|
|
OTHER COMPREHENSIVE
INCOME (LOSS), NET OF
RECLASSIFICATION
ADJUSTMENTS AND TAXES:
|
|
|
|
|
Foreign currency
translation gain (loss)
|
(23,267
)
|
(47,262
)
|
(10,950
)
|
35,557
|
Available-for-sale
securities:
|
|
|
|
|
Net unrealized
gain
|
-
|
11,163
|
-
|
9,619
|
Other-than-temporary
impairment included in net income
|
-
|
-
|
(4,475
)
|
-
|
|
|
|
|
|
TOTAL OTHER
COMPREHENSIVE INCOME (LOSS)
|
(23,267
)
|
(36,099
)
|
(15,425
)
|
45,176
|
|
|
|
|
|
COMPREHENSIVE
INCOME (LOSS)
|
$
684,216
|
$
(164,447
)
|
$
1,163,078
|
$
(2,747,184
)
|
|
|
|
|
|
Accumulated
|
|
|
||
|
|
|
Additional
|
|
Other
|
|
|
||
FISCAL YEAR
2018
|
Common
Stock
|
Preferred Stock
|
Paid-in
|
Retained
|
Comprehensive
|
Treasury
|
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Earnings
|
Income
(Loss)
|
Stock
|
Total
|
BALANCE AT NOVEMBER 1,
2017
|
23,333,083
|
$
2,333
|
-
|
$
-
|
$
1,295,314
|
$
19,560,131
|
$
137,671
|
$
(248,163
)
|
$
20,747,286
|
|
|
|
|
|
|
|
|
|
|
STOCK-BASED
COMPENSATION
|
-
|
-
|
-
|
-
|
17,550
|
-
|
-
|
-
|
17,550
|
|
|
|
|
|
|
|
|
|
|
PURCHASE OF TREASURY STOCK (27,100
SHARES)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(13,659
)
|
(13,659
)
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
-
|
-
|
-
|
-
|
-
|
(2,664,012
)
|
-
|
-
|
(2,664,012
)
|
OTHER COMPREHENSIVE INCOME, NET OF
TAX
|
-
|
-
|
-
|
-
|
-
|
-
|
81,275
|
-
|
81,275
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT JANUARY 31,
2018
|
23,333,083
|
2,333
|
-
|
-
|
1,312,864
|
16,896,119
|
218,946
|
(261,822
)
|
18,168,440
|
|
|
|
|
|
|
|
|
|
|
STOCK-BASED
COMPENSATION
|
-
|
-
|
-
|
-
|
17,550
|
-
|
-
|
-
|
17,550
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
-
|
-
|
-
|
-
|
-
|
(128,348
)
|
-
|
-
|
(128,348
)
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE LOSS, NET OF
TAX
|
-
|
-
|
-
|
-
|
-
|
-
|
(36,099
)
|
-
|
(36,099
)
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT APRIL 30,
2018
|
23,333,083
|
$
2,333
|
-
|
$
-
|
$
1,330,414
|
$
16,767,771
|
$
182,847
|
$
(261,822
)
|
$
18,021,543
|
|
|
|
|
|
Accumulated
|
|
|
||
|
|
|
Additional
|
|
Other
|
|
|
||
FISCAL YEAR
2019
|
Common
Stock
|
Preferred Stock
|
Paid-in
|
Retained
|
Comprehensive
|
Treasury
|
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Earnings
|
Income
(Loss)
|
Stock
|
Total
|
BALANCE AT NOVEMBER 1,
2018
|
23,373,817
|
$
2,337
|
-
|
$
-
|
$
1,346,956
|
$
19,111,111
|
$
107,947
|
$
(304,688
)
|
$
20,263,663
|
|
|
|
|
|
|
|
|
|
|
STOCK-BASED
COMPENSATION
|
-
|
-
|
-
|
-
|
9,000
|
-
|
-
|
-
|
9,000
|
|
|
|
|
|
|
|
|
|
|
ISSUANCE OF COMMON STOCK PURSUANT TO
THE CASHLESS EXERCISE OF STOCK OPTIONS
|
3,442
|
1
|
-
|
-
|
-
|
-
|
-
|
-
|
1
|
|
|
|
|
|
|
|
|
|
|
PURCHASE OF TREASURY STOCK (65,772
SHARES)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(65,755
)
|
(65,755
)
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
-
|
-
|
-
|
-
|
-
|
471,020
|
-
|
-
|
471,020
|
OTHER COMPREHENSIVE INCOME, NET OF
TAX
|
-
|
-
|
-
|
-
|
-
|
-
|
7,842
|
-
|
7,842
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT JANUARY 31,
2019
|
23,377,259
|
2,338
|
-
|
-
|
1,355,956
|
19,582,131
|
115,789
|
(370,443
)
|
20,685,771
|
|
|
|
|
|
|
|
|
|
|
STOCK-BASED
COMPENSATION
|
-
|
-
|
-
|
-
|
9,000
|
-
|
-
|
-
|
9,000
|
|
|
|
|
|
|
|
|
|
|
ISSUANCE OF COMMON STOCK PURSUANT TO
THE CASHLESS EXERCISE OF STOCK OPTIONS
|
20,448
|
2
|
-
|
-
|
-
|
(3
)
|
-
|
-
|
(1
)
|
|
|
|
|
|
|
|
|
|
|
PURCHASE OF TREASURY STOCK (20,050
SHARES)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(21,564
)
|
(21,564
)
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
-
|
-
|
-
|
-
|
-
|
707,483
|
-
|
-
|
707,483
|
|
|
|
|
|
|
|
|
|
|
OTHER COMPREHENSIVE LOSS, NET OF
TAX
|
-
|
-
|
-
|
-
|
-
|
-
|
(23,267
)
|
-
|
(23,267
)
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT APRIL 30,
2019
|
23,397,707
|
$
2,340
|
-
|
$
-
|
$
1,364,956
|
$
20,289,611
|
$
92,522
|
$
(392,007
)
|
$
21,357,422
|
|
Three months
ended April 30,
|
Six months ended
April 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
CASH FLOWS FROM
OPERATING ACTIVITIES:
|
|
|
|
|
Net income
(loss)
|
$
707,483
|
$
(128,348
)
|
$
1,178,503
|
$
(2,792,360
)
|
Add:
net loss from discontinued operations
|
-
|
119,665
|
-
|
311,363
|
Net income (loss)
from continuing operations
|
707,483
|
(8,683
)
|
1,178,503
|
(2,480,997
)
|
Adjustments to
reconcile net income (loss) from continuing operations to net cash
provided by (used in) continuing operating activities:
|
|
|
|
|
Gain on disposition
of property and equipment
|
(47,392
)
|
-
|
(47,392
)
|
-
|
Stock-based
compensation
|
9,000
|
17,550
|
18,000
|
35,100
|
Depreciation and
amortization
|
21,844
|
21,214
|
48,682
|
44,257
|
Other-than-temporary
impairment on available-for-sale securities
|
-
|
-
|
(4,475
)
|
-
|
(Increase) decrease
in accounts receivable
|
(1,212,558
)
|
(164,104
)
|
(1,473,845
)
|
986,459
|
Decrease in other
assets
|
23,593
|
61,580
|
80,329
|
167,734
|
Increase (decrease)
in liabilities
|
(324,887
)
|
232,020
|
(840,431
)
|
2,823,954
|
NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES OF CONTINUING
OPERATIONS
|
(822,917
)
|
159,577
|
(1,040,629
)
|
1,576,507
|
CASH
FLOWS FROM INVESTING ACTIVITIES OF CONTINUING
OPERATIONS:
|
|
|
|
|
Disposal
of marketable securities
|
-
|
-
|
44,475
|
-
|
Acquisition
of property and equipment
|
(35,761
)
|
(6,649
)
|
(38,844
)
|
(57,764
)
|
Proceeds
from sale of property and equipment
|
99,038
|
-
|
99,038
|
-
|
Collection from
promissory note receivable
|
500,000
|
-
|
500,000
|
-
|
NET
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES OF CONTINUING
OPERATIONS
|
563,277
|
(6,649
)
|
604,669
|
(57,764
)
|
CASH
FLOWS FROM FINANCING ACTIVITIES OF CONTINUING
OPERATIONS:
|
|
|
|
|
Repurchase
of common stock
|
(21,564
)
|
-
|
(87,319
)
|
(13,659
)
|
Payments
on obligations under capital lease
|
(58,993
)
|
(3,327
)
|
(62,390
)
|
(6,613
)
|
NET
CASH USED IN FINANCING ACTIVITIES OF CONTINUING
OPERATIONS
|
(80,557
)
|
(3,327
)
|
(149,709
)
|
(20,272
)
|
EFFECT
OF EXCHANGE RATE CHANGES ON CASH
|
(25,218
)
|
(28,161
)
|
(11,140
)
|
(17,423
)
|
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS FROM CONTINUING
OPERATIONS
|
(365,415
)
|
121,440
|
(596,809
)
|
1,481,048
|
DISCONTINUED
OPERATIONS:
|
|
|
|
|
Net
cash used in operating activities
|
-
|
(277,995
)
|
-
|
(155,652
)
|
Net
cash used in investing activities
|
-
|
-
|
-
|
-
|
Net
cash used in financing activities
|
-
|
-
|
-
|
-
|
CASH
USED IN DISCONTINUED OPERATIONS
|
-
|
(277,995
)
|
-
|
(155,652
)
|
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(365,415
)
|
(156,555
)
|
(596,809
)
|
1,325,396
|
CASH
AND CASH EQUIVALENTS - BEGINNING OF PERIOD
|
15,798,526
|
13,073,499
|
16,029,920
|
11,591,548
|
CASH AND CASH
EQUIVALENTS – END OF PERIOD
|
$
15,433,111
|
$
12,916,944
|
$
15,433,111
|
$
12,916,944
|
Level 1
:
|
|
Quoted
prices in active markets for identical assets and
liabilities.
|
Level 2:
|
|
Observable
inputs other than Level 1 prices such as quoted prices for similar
assets or liabilities, quoted prices in markets with insufficient
volume or infrequent transactions (less active markets), or
model-derived valuations in which all significant inputs are
observable or can be derived principally from or corroborated by
observable market data for substantially the full term of the
assets or liabilities.
|
Level 3
:
|
|
Prices
or valuation techniques that require inputs that are both
significant to the fair value measurement and unobservable
(supported by little or no market activity).
|
|
Three
months
ended April 30,
|
Six
months
ended April 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
Net income (loss)
available to common equity holders - used to compute
basic and diluted earnings (losses)
per share (continuing operations)
|
$
707,483
|
$
(8,683
)
|
$
1,178,503
|
$
(2,480,997
)
|
Net income (loss)
available to common equity holders - used to compute
basic and diluted earnings (losses)
per share (discontinued operations)
|
$
-
|
$
(119,665
)
|
$
-
|
$
(311,363
)
|
|
|
|
|
|
Weighted average
number of common shares - used to compute basic earnings (losses)
per share
|
23,002,903
|
23,062,531
|
23,032,107
|
23,076,594
|
Effect of warrants
to purchase common stock
|
-
|
-
|
-
|
-
|
Effect of
restricted stock units to common stock
|
-
|
-
|
-
|
-
|
Effect of options
to purchase common stock
|
66,020
|
-
|
73,059
|
1,549
|
Weighted average
number of shares - used to compute diluted earnings (losses) per
share
|
23,068,923
|
23,062,531
|
23,105,166
|
23,078,143
|
¹
|
Other
segments represent activities that fall below the reportable
threshold and are carried out in Puerto Rico and Brazil. These
activities include a Brazilian compliance consulting division and
corporate headquarters, as applicable.
|
|
I
TEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
|
Period
|
Total
Number
of Shares
Purchased
|
Average
Price Paid per
Share
|
Total
Number of
Shares
Purchased
as
Part of
Publicly
Announced Plans
or Programs (1)
|
Maximum
Number
of Shares
that May
Yet Be
Purchased Under
the Plans or
Programs
(1)
|
February 1, 2019
through February 28, 2019
|
7,650
|
$
1.09
|
7,650
|
1,674,146
|
March 1, 2019
through March 31, 2019
|
10,300
|
$
1.06
|
10,300
|
1,663,846
|
April 1, 2019
through April 30, 2019
|
2,100
|
$
1.07
|
2,100
|
1,661,746
|
Total
|
20,050
|
$
1.08
|
20,050
|
|
(1)
|
On June
6, 2014, the Company announced the Company Stock Repurchase
Program authorizing the Company to repurchase up to two
million shares of its outstanding common stock (the
“Repurchase Program”). The timing, manner, price and
amount of any repurchases under the Repurchase Program will be at
the discretion of the Company, subject to the requirements of the
Securities Exchange Act of 1934, as amended, and related rules. The
Repurchase Program does not oblige the Company to repurchase any
shares and it may be modified, suspended or terminated at any time
and for any reason. No shares will be repurchased under the
Repurchase Program directly from directors or officers of the
Company. The Repurchase Program does not have an expiration
date.
|
|
|
|
Certification
of chief executive officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
Certification
of chief financial officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
32.1
*
|
|
Certification
of the chief executive officer and chief financial officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL
Instance Document
|
|
|
|
101.SCH
|
|
XBRL
Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL
Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL
Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL
Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL
Taxonomy Extension Presentation Linkbase
|
*
|
Furnished
herewith.
|
|
PHARMA-BIO SERV, INC
.
|
|
|
|
/s/
Victor Sanchez
|
|
Victor
Sanchez
|
|
Chief
Executive Officer and President Europe Operations
|
|
(Principal
Executive Officer)
|
|
|
|
/s/
Pedro J. Lasanta
|
|
Pedro
J. Lasanta
|
|
Chief
Financial Officer and Vice President Finance and
Administration
|
|
(Principal
Financial Officer and Principal Accounting
Officer)
|
|
|
Dated:
June 14, 2019
|
|
1 Year Pharma Bio Serv (QB) Chart |
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