-----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, KxlxnakHUyzKPaacrHGN4iD4cQbcMoCw8jiQQHeuhpLKMvy8Mp3H+ZgTE/AqmylO WmYj6ewyKQNVEkTry1Zm3w== 0000073290-96-000013.txt : 19961015 0000073290-96-000013.hdr.sgml : 19961015 ACCESSION NUMBER: 0000073290-96-000013 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960831 FILED AS OF DATE: 19961011 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOMERICA INC CENTRAL INDEX KEY: 0000073290 STANDARD INDUSTRIAL CLASSIFICATION: DENTAL EQUIPMENT & SUPPLIES [3843] IRS NUMBER: 952645573 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-08765 FILM NUMBER: 96642720 BUSINESS ADDRESS: STREET 1: 1533 MONROVIA AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92663 BUSINESS PHONE: 714-645-2111 MAIL ADDRESS: STREET 1: 1533 MONROVIA AVENUE CITY: NEWPORT BEACH STATE: CA ZIP: 92663 FORMER COMPANY: FORMER CONFORMED NAME: NMS PHARMACEUTICALS INC DATE OF NAME CHANGE: 19871130 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR MEDICAL SYSTEMS INC DATE OF NAME CHANGE: 19830216 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR INSTRUMENTS INC DATE OF NAME CHANGE: 19720508 10QSB 1 FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended August 31, 1996 Commission File No. 0-8765 --------------- ------ BIOMERICA, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 95-2645573 - ------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1533 Monrovia Avenue, Newport Beach, California 92663 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (714) 645-2111 - ------------------------------------------------------------------------------- (Not applicable) - ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) 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: 3,520,569 shares of common Stock as of October 11, 1996. BIOMERICA, INC. INDEX PART I Financial Statements: Statement of Operations - Three Months Ended August 31, 1996 and 1995 ....................................2 Balance Sheets - August 31, 1996 ..............................3 & 4 Statement of Cash Flows Three Months Ended August 31, 1996 and 1995 .......................5 Statement of Changes in Shareholders' Equity - Three Months Ended August 31, 1996 ................................6 Notes to Financial Statements .....................................7 Management's Discussion and Analysis of Financial Condition and Selected Financial Data .......................................8 PART II Other Information .................................................9 Signatures ........................................................9 PART I - FINANCIAL INFORMATION SUMMARIZED FINANCIAL INFORMATION BIOMERICA, INC. CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended August 31, 1996 1995 ------------- ------------ Net sales.................................................$2,273,387 $2,329,288 Cost of sales ......................................... 1,314,388 1,282,968 ------------ ------------ Gross profit .......................................... 958,999 1,046,320 Operating Expenses: Selling, general and administrative ................... 746,390 835,185 Research and development .............................. 62,574 73,992 ------------ ------------ 808,964 909,177 Other Expense (income): Interest expense ...................................... 16,803 25,475 Other (income) expense, net ........................... (12,176) (24,354) Gain before minority interest in net profits of consolidated subsidiaries and income taxes ............ 145,408 136,022 Minority interest in net (profits) of consolidated subsidiaries ............................. (4,339) (73,317) ------------ ------------ INCOME BEFORE TAXES ...................................... 141,069 62,705 Income Taxes.............................................. 13,865 2,400 Net Income................................................$ 127,204 $ 60,305 ============ ============ Net earnings per share....................................$ .04 $ .02 ============ ============ Weighted average common shares outstanding................ 3,508,777 3,438,569
BIOMERICA, INC. CONSOLIDATED BALANCE SHEETS
August 31, 1996 ------------- Assets Current Assets Cash and cash equivalents ............................................... $ 964,545 Available for-sale securities ........................................... 385,039 Accounts receivable, less allowance for doubtful accounts ............... 1,639,355 Inventory ............................................................... 2,163,144 Notes receivable ........................................................ 19,505 Prepaid expenses and other .............................................. 80,492 ------------ Total Current Assets ................................................ 5,252,080 Inventory, non-current.................................................... 37,000 Land held for investment.................................................. 46,000 Property and Equipment, less accumulated depreciation and amortization.... 448,149 Intangible assets, net of accumulated amortization........................ 545,845 Other Assets.............................................................. 10,765 ------------ $ 6,339,839 ============ The accompanying notes are an integral part of these statements.
BIOMERICA, INC. CONSOLIDATED BALANCE SHEETS
August 31, 1996 ------------- Liabilities and Shareholders' Equity Current Liabilities Line of credit $ 250,000 Note payable to bank ................................................ 182,482 Accounts payable and accrued liabilities ............................ 707,944 Accrued compensation ................................................ 643,435 Long-term debt and capital lease obligations (current portion) ...... 22,266 ------------- Total Current Liabilities ........................................ 1,806,127 Note Payable to bank, net of current maturities........................ 197,518 Long-term debt and capital lease obligations........................... 10,044 Minority interest...................................................... 2,118,262 Shareholders' Equity Unrealized holding gain on available for-sale securities ............ 120,128 Common stock, $.08 par value authorized 10,000,000 shares, issued and outstanding 3,520,569 in 1996 and 3,444,569 in 1995 .... 281,646 Additional paid-in-capital .......................................... 11,399,314 Accumulated deficit ................................................. (9,593,200) ------------- Total Shareholders' Equity............................................. 2,207,888 ------------- Total Liabilities and Equity........................................... $ 6,339,839 ============= The accompanying notes are an integral part of these statements.
BIOMERICA, INC. CONSOLIDATED STATEMENT OF CASH FLOWS THREE MONTHS ENDED AUGUST 31, 1996 AND 1995
1996 1995 ------------- ------------- Cash flows from operating activities: Net income............................................................ $ 127,204 $ 60,305 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization ...................................... 61,830 82,795 Minority interest in net profits of consolidated subsidiaries ...... 4,339 73,317 Changes in current assets and liabilities: Accounts Receivable .............................................. 148,697 (106,242) Inventories ...................................................... (127,593) (210,980) Prepaid expenses and other current assets ........................ 24,333 39,726 Accounts payable and other accrued liabilities ................... 5,542 (124,116) Accrued compensation ............................................. 116,921 11,328 ------------- ------------- Net cash provided by operating activities............................. 361,273 (173,867) ------------- ------------ Cash flows from investing activities: Payments of notes receivable ....................................... 8,480 0 Purchases of property and equipment ................................ (27,184) (50,075) Other assets ....................................................... 9,303 196 Purchases of intangible assets ..................................... 0 (3,140) ------------- ------------- Net cash provided by investing activities............................. (9,401) (53,019) ------------- ------------ Cash flows from financing activities: Principal payments on note payable to bank ......................... (60,000) (105,000) Payments of long-term debt and capital lease obligations ........... (5,185) (6,699) Exercise of stock options .......................................... 55,030 10,600 ------------- ------------- Net cash used in financing activities................................. (10,155) (101,099) ------------- ------------ Net increase (decrease) in cash and cash equivalents.................. 341,717 (327,985) ------------- ------------ Cash at beginning of quarter.......................................... 622,828 694,564 ------------- ------------ Cash at end of quarter................................................ $ 964,545 $ 366,579 ============= ============ The accompanying notes are an integral part of these statements.
BIOMERICA, INC. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE MONTHS ENDED AUGUST 31, 1996
Unrealized Gain on Common Stock Additional Available- ------------------------- Number of Paid-In For-Sale Earnings Shares Amount Capital Securities (Deficit) Total ----------- ----------- ------------- ------------ ------------- ------------- Balance at May 31, 1996 3,465,819 $ 277,266 $11,348,664 $ 90,687 $(9,720,404) $ 1,996,213 Change in unrealized gain on available-for-sale securities 29,441 29,441 Amortization of prepaid expenses Exercise of stock options 54,750 4,380 50,650 55,030 Net gain 127,204 127,204 ------------ ----------- ------------- ------------ ------------- ------------- Balance at August 31, 1996 3,520,569 $ 281,646 $11,399,314 $ 120,128 $(9,593,200) $ 2,207,888 ============ =========== ============= ============ ============ ============ Note: The authorized capital stock consists of 10,000,000 shares of common stock, par value $.08 per share.
NOTES TO FINANCIAL STATEMENTS August 31, 1996 (1)Reference is made to Note 1 of the Notes to Financial Statements contained in the Company's Annual Report on Form 10-KSB for the fiscal year ended May 31, 1996, for a summary of significant accounting policies utilized by the Company. (2)The information set forth in these statements is unaudited and may be subject to normal year-end adjustments. The information reflects all adjustments which, in the opinion of management, are necessary to present a fair statement of results of operations of Biomerica, Inc., for the periods indicated, however does not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flow in conformity with generally accepted accounting principles. (3)Results of operations for the interim periods covered by this Report may not necessarily be indicative of results of operations for the full fiscal year. (4)Reference is made to Notes 2 & 3 of the Notes to Financial Statements contained in the Company's Annual Report on Form 10-KSB for the fiscal year ended May 31, 1996, for a description of the investments in affiliates and consolidated subsidiaries. (5)Reference is made to Note 5, 6, 11 and 12 of the Notes to Financial Statements contained in the Company's Annual Report on Form 10-KSB for the fiscal year ended May 31, 1996, for information on commitments and litigation. (6)Aggregate market value of available-for-sale securities exceeded aggregate cost by approximately $120,128 at August 31, 1996. (7)The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards No. 123 ``Accounting for Stock Based Compensation'' (``Statement No. 123''). Statement No. 123 is primarily a disclosure standard for the Company because it will continue to account for employee stock options under Accounting Principal Board Opinion No. 25. The disclosure requirements for the Company required by Statement No. 123 are effective for financial statements issued after fiscal year 1996. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND SELECTED FINANCIAL DATA RESULTS OF OPERATIONS Consolidated net sales for Biomerica were $2,273,387 for the first quarter of fiscal 1997 as compared to $2,329,288 for the same period in the previous year. This represents a decrease of $55,901 (2%). Biomerica's sales went up by $248,552, while sales at the Lancer subsidiary declined by $311,320 compared to the previous year. The increase at Biomerica was mainly due to increased international sales. Lancer's decrease was attributable to manufacturing processing problems which have resulted in lost sales and delayed deliveries. The manufacturing processing problem has been identified and is being corrected. The subsidiary, Allergy Immuno Technologies (AIT) had an increase in sales for the quarter of $6,867. Cost of sales increased by $31,420 or 2%. This increase was due to higher cost of sales at Lancer. Cost of sales there as a percentage of sales increased from 56% to 62% due to the manufacturing processing and mold problems experienced in the first quarter. Biomerica had a decrease in cost of sales as a percentage of sales, whereas AIT had an increase due to higher wages. Selling, general and administrative expenses decreased from $835,185 to $746,390 or $88,795 (11%). Lancer had a decrease of $92,687 due to a decrease in wage costs, professional fees, sample and catalog costs, partially offset by an increase in postage and advertising. Biomerica had a decrease of $3,502. AIT had an increase of $7,394 also due to higher wages. Research and development costs decreased by $11,418 (15%), primarily due to a decrease of $13,354 at Lancer due to a decrease in wage costs. Interest expense decreased by $8,672 (34%) due primarily to reduced debt and interest rates at Lancer. Minority interest in net losses of consolidated subsidiaries represents minority interests in the gain of Lancer's and AIT's other shareholders. Please refer to Notes 2 and 3 in the Notes to the Consolidated Financial Statements in the report on Form 10-KSB for the year ended May 31, 1996, for a more in-depth discussion of subsidiaries. LIQUIDITY AND CAPITAL RESOURCES As of August 31, 1996, the Company had cash and available-for-sale securities in the amount of $1,349,584. Biomerica is currently able to meet its costs of operations through both collection of trade accounts receivable and its working capital position. Lancer is currently able to meet its costs of operations through collection of trade accounts receivable, its working capital position and its line of credit. Biomerica alone has no material capital commitments. Effective October 10, 1995, Lancer arranged for a restructuring of its note payable. The note was divided into a new term note, with an original balance of $645,000 and a line of credit with an original balance of $400,000. The new note payable is for a term of two years and requires monthly principal and interest payments of $18,889. Interest is at prime plus 1% (9.25% at August 31, 1996). All unpaid principal and accrued interest are due and payable on November 1, 1997. PART II. OTHER INFORMATION Item 1. LEGAL PROCEEDINGS. Inapplicable. Item 2. CHANGES IN SECURITIES. Inapplicable. Item 3. DEFAULTS UPON SENIOR SECURITIES. Inapplicable. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Inapplicable. Item 5. OTHER INFORMATION. Inapplicable. Item 6. EXHIBITS AND REPORTS ON FORM 8-K. None. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has fully caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: October 9, 1996 BIOMERICA, INC. By: /S/ JOSEPH H. IRANI ----------------- Joseph H. Irani, President President, Chief Executive Officer EX-27 2
5 3-MOS MAY-31-1997 JUN-01-1996 AUG-31-1996 964,545 385,039 1,791,109 151,754 2,163,144 5,252,080 3,190,702 2,742,552 6,339,839 1,806,127 0 0 0 281,646 1,926,242 6,339,839 2,273,387 2,273,387 1,314,388 1,314,388 0 0 16,803 141,069 13,865 127,204 0 0 0 127,204 .04 .04
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