-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VpO9ZvykK+Y+PjjjWRlv5I0Q0T1GdMUjGvWTf4B8XTBPsaQVV7AEN4MUY+JH9G/O Bq7AmGRmcgxhi++nwONWgA== 0000892569-97-001346.txt : 19970515 0000892569-97-001346.hdr.sgml : 19970515 ACCESSION NUMBER: 0000892569-97-001346 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYCOR BIOMEDICAL INC /DE/ CENTRAL INDEX KEY: 0000719447 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 581437178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11647 FILM NUMBER: 97603403 BUSINESS ADDRESS: STREET 1: 7272 CHAPMAN AVE CITY: GARDEN GROVE STATE: CA ZIP: 92641 BUSINESS PHONE: 7148959558 MAIL ADDRESS: STREET 2: 18800 VON KARMAN AVE CITY: IRVINE STATE: CA ZIP: 92715-1517 FORMER COMPANY: FORMER CONFORMED NAME: HYBRIDOMA SCIENCES INC DATE OF NAME CHANGE: 19860813 10-Q 1 FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 1997 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________________ TO ____________________ Commission File Number: 0-11647 HYCOR BIOMEDICAL INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 58-1437178 - ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 18800 Von Karman Avenue, Irvine, California 92612-1517 ------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (714) 440-2000 -------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class Outstanding at April 30, 1997 - ---------------------------- ----------------------------- Common Stock, $.01 Par Value 7,113,058
2 PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS HYCOR BIOMEDICAL INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
March 31, December 31, 1997 1996 ------------ ------------ (unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 635,423 $ 631,404 Investments 4,174,285 4,732,585 Accounts receivable, net of allowance for doubtful accounts of $132,079 and $101,191 2,656,572 3,028,689 Income tax receivable 428,698 409,242 Inventories (Note 2) 3,635,711 3,922,543 Prepaid expenses and other current assets 541,739 602,533 Deferred income tax benefit 569,883 491,000 ------------ ------------ Total current assets 12,642,311 13,817,996 ------------ ------------ PROPERTY AND EQUIPMENT, at cost 11,791,409 11,437,612 Less accumulated depreciation (6,786,841) (6,529,718) ------------ ------------ 5,004,568 4,907,894 ------------ ------------ GOODWILL AND OTHER INTANGIBLES, net of amortization of $912,270 and $870,110 4,221,671 4,368,658 DEFERRED INCOME TAX BENEFIT 854,162 854,000 OTHER ASSETS 381,903 329,373 ------------ ------------ Total assets $ 23,104,615 $ 24,277,921 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 993,934 $ 1,053,400 Accrued liabilities 552,067 726,474 Accrued payroll expenses 518,143 580,089 ------------ ------------ Total current liabilites 2,064,144 2,359,963 ------------ ------------ STOCKHOLDERS' EQUITY: Common stock 71,131 72,181 Paid-in capital 12,203,439 12,605,636 Retained earnings 9,088,748 9,232,541 Accumulated foreign currency translation adjustments (274,212) 31,275 Unrealized losses on investments, net of tax benefit (48,635) (23,675) ------------ ------------ Total stockholders' equity 21,040,471 21,917,958 ------------ ------------ Total liabilities and stockholders' equity $ 23,104,615 $ 24,277,921 ============ ============
Page 2 3 HYCOR BIOMEDICAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (unaudited)
Three Months Ended March 31, --------------------------- 1997 1996 ----------- ----------- NET SALES $ 4,582,669 $ 5,306,880 COST OF SALES 2,184,742 2,464,355 ----------- ----------- Gross profit 2,397,927 2,842,525 ----------- ----------- OPERATING EXPENSES Selling, general and administrative 2,030,502 2,157,897 Research and development 659,382 700,427 ----------- ----------- 2,689,884 2,858,324 ----------- ----------- OPERATING (LOSS) (291,957) (15,799) INTEREST INCOME, net 73,297 113,375 GAIN ON FOREIGN CURRENCY TRANSACTIONS 2,186 12,679 ----------- ----------- INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES (216,474) 110,255 PROVISION (BENEFIT) FOR INCOME TAXES (72,681) 42,167 ----------- ----------- NET INCOME (LOSS) $ (143,793) $ 68,088 =========== =========== NET INCOME (LOSS) PER SHARE $ (0.02) $ 0.01 =========== =========== AVERAGE COMMON SHARES OUTSTANDING 7,269,077 7,936,863 =========== ===========
Page 3 4 HYCOR BIOMEDICAL INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Three Months Ended March 31, --------------------------- 1997 1996 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ (143,793) $ 68,088 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 401,778 496,566 Deferred income tax provision (59,847) (63,744) Gain on foreign currency transactions (2,186) (12,679) (Gain) loss on sale of assets 3,545 -- Change in assets and liabilities, net of effects of foreign currency adjustments Accounts receivable 402,708 80,414 Income tax receivable (19,922) 55,701 Inventories 284,502 235,841 Prepaid expenses and other current assets (66,485) 76,979 Accounts payable (53,762) (142,577) Accrued liabilities (165,069) (431,282) Accrued payroll expenses (58,644) (423,979) ----------- ----------- Total adjustments 666,618 (128,760) ----------- ----------- Net cash provided by (used in) operating activities 522,825 (60,672) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sales of investments 499,248 -- Purchases of intangible assets (49,805) -- Purchases of property, plant and equipment (508,510) (430,362) Proceeds from sale of property and equipment 35,402 -- Proceeds from collection of notes receivable 12,086 6,733 ----------- ----------- Net cash provided by (used in) investing activities (11,579) (423,629) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 40,604 74,880 Purchases of Hycor common stock (443,851) (206,145) ----------- ----------- Net cash provided by (used in) financing activities (403,247) (131,265) ----------- ----------- EFFECT OF EXCHANGE RATE CHANGES ON CASH (103,980) 35,306 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,019 (580,260) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 631,404 1,033,459 ----------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 635,423 $ 453,199 =========== =========== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year - interest -- -- - income taxes $ 6,402 $ 82,587
Page 4 5 HYCOR BIOMEDICAL INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 1997 1. BASIS OF PRESENTATION In the opinion of the Company, the accompanying unaudited financial statements include all adjustments necessary to present fairly the financial position as of March 31, 1997 and December 31, 1996, the results of operations and the cash flows for the three-month periods ended March 31, 1997 and 1996. These statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and do not include all the information and note disclosures required by generally accepted accounting principles for complete financial statements and may be subject to year-end adjustments. The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's 1996 annual report on Form 10-K as filed with the Securities and Exchange Commission. Certain items in the 1996 consolidated financial statements have been reclassified to conform with the 1997 presentation. The results of operations for any interim period are not necessarily indicative of results to be expected for the full year. Net income per share is based upon the weighted average number of shares outstanding during the periods plus common stock equivalents relating to warrants and options. The number of common stock equivalents relating to options and warrants is determined using the treasury stock method. Common stock equivalents are not included when their effect is antidilutive. Fully diluted net income per share approximates primary net income per share in each period. In December 1997, the Company will be required to adopt Statement of Financial Accounting Standard No. 128, "Earnings per share." The provisions of this statement will require a change in the method of calculating earnings per share which will result in an insignificant difference from currently reported earnings per share. Page 5 6 2. INVENTORIES Inventories are valued at the lower of cost (first-in, first-out method) or market. Cost includes material, direct labor and manufacturing overhead. Inventories at March 31, 1997 and December 31, 1996 consist of:
3/31/97 12/31/96 ------- -------- Raw materials $ 806,857 $ 870,887 Work in process 1,280,387 1,216,066 Finished goods 1,548,467 1,835,590 ---------- ---------- $3,635,711 $3,922,543 ========== ==========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Except for historical information contained herein, the matters discussed in this report are forward-looking statements which involve risk and uncertainties, including but not limited to economic, competitive, governmental and technological factors affecting the Company's operations, markets, products, services and prices and other factors discussed in the Company's filings with the Securities and Exchange Commission. The Company decreased its working capital $880,000 as of March 31, 1997, compared to December 31, 1996. This decrease was primarily a result of the Company's stock repurchase program ($444,000) in addition to normal operations. The company expects to be able to fund operations from current working capital and profits generated from operations. During the three-month period ended March 31, 1997, sales decreased 14%, compared to the same period last year and gross profit as a percentage of product sales for the three-month period decreased from approximately 54% to 52%. Revenue declines were due primarily to the loss of sales resulting from the 1995 Restructuring Plan and the related discontinued product lines. The decrease in gross profit percentage is due primarily from the reduction in sales and aggressive pricing in the allergy product line. Selling, general and administrative expenses for the three-month period ended March 31, 1997 have decreased approximately 6% over the prior year period. This decrease is primarily due to reduced expense levels at the Company's German subsidiary resulting from the completion, in 1996, of certain contractual obligations arising from the acquisition. Research and development costs for the three-month period ended March 31, 1997 have decreased approximately 6% over the prior year period. This decrease is primarily due to the completion of several projects during the period. Page 6 7 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit 27 - Financial Data Schedule (b) Reports on Form 8K: None SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. HYCOR BIOMEDICAL INC. Date: May 12, 1997 By: /s/ ARMANDO CORREA --------------------------------------- Armando Correa, Director of Finance (Mr. Correa is the Principal Accounting Officer and has been duly authorized to sign on behalf of the registrant.) Page 7 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1997 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 635,423 4,174,285 2,788,651 132,079 3,635,711 12,642,311 11,791,409 6,786,841 23,104,615 2,064,144 0 0 0 71,131 20,969,340 23,104,615 4,582,669 4,582,669 2,184,742 2,184,742 2,689,884 0 0 (216,474) (72,681) (143,793) 0 0 0 (143,793) (0.02) (0.02)
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