-----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, PtdHaFs83MMgXZVpbnbSgwLvGEjPSUHRvb9nn1oCEVhOpMZAkjNCZRfFC9TXG9Uw BkgyTkn4PAB7irYe/xDQNQ== 0000073290-97-000017.txt : 19971015 0000073290-97-000017.hdr.sgml : 19971015 ACCESSION NUMBER: 0000073290-97-000017 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970831 FILED AS OF DATE: 19971014 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: SEC FILE NUMBER: 000-08765 FILM NUMBER: 97694822 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, 1997 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: 3,896,802 shares of common Stock as of October 11, 1997. BIOMERICA, INC. INDEX Part I Financial Statements: Statement of Operations - Three Months Ended August 31, 1997 and 1996 ......................................2 Balance Sheets - August 31, 1997 ................................3 & 4 Statement of Cash Flows Three Months Ended August 31, 1997 and 1996 .........................5 Statement of Changes in Shareholders' Equity - Three Months Ended August 31, 1997 ..................................6 Notes to Financial Statements .......................................7 Management's Discussion and Analysis of Financial Condition and Selected Financial Data .....................................8 & 9 Part IIOther Information ..................................................10 Signatures .........................................................10 PART I - FINANCIAL INFORMATION SUMMARIZED FINANCIAL INFORMATION BIOMERICA, INC. CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Ended August 31, 1997 1996 ---------------- ---------------- Net sales.............................................. $ 2,304,027 $ 2,273,387 Cost of sales ...................................... 1,326,682 1,314,388 ---------------- ---------------- Gross profit ....................................... 977,345 958,999 Operating Expenses: Selling, general and administrative ................ 759,427 746,390 Research and development ........................... 103,372 62,574 ----------------- --------------- 862,799 808,964 Other Expense (income): Interest expense ................................... 9,473 16,803 Other (income) expense, net ........................ (48,325) (12,176) ----------------- --------------- Income before minority interest in net profits of consolidated subsidiaries and income taxes ......... 153,398 145,408 Minority interest in net (profits) of consolidated subsidiaries .......................... (1,734) (4,339) ----------------- --------------- INCOME BEFORE TAXES ................................... 151,664 141,069 Income Taxes........................................... 14,378 13,865 ----------------- --------------- Net Income............................................. $ 137,286 $ 127,204 ================= =============== Net earnings per share................................. $ .04 $ .04 ================= =============== Weighted average common shares outstanding............. 3,896,802 3,508,777
BIOMERICA, INC. CONSOLIDATED BALANCE SHEETS
August 31, 1997 ------------- Assets Current Assets Cash and cash equivalents ............................................ $ 1,810,699 Available for-sale securities ........................................ 447,327 Accounts receivable, less allowance for doubtful accounts ............ 1,470,848 Inventory ............................................................ 2,572,788 Notes receivable ..................................................... 18,685 Prepaid expenses and other ........................................... 124,648 ------------- Total Current Assets ............................................. 6,444,995 Inventory, non-current................................................. 27,000 Land held for investment............................................... 46,000 Property and Equipment, less accumulated depreciation and amortization. 523,398 Intangible assets, net of accumulated amortization..................... 469,019 Other Assets........................................................... 4,596 ------------- $ 7,515,008 ============= The accompanying notes are an integral part of these statements.
BIOMERICA, INC. CONSOLIDATED BALANCE SHEETS
August 31, 1997 ------------- Liabilities and Shareholders' Equity Current Liabilities Line of credit $ 175,000 Note payable to bank ................................................ 155,000 Accounts payable and accrued liabilities ............................ 734,523 Accrued compensation ................................................ 458,703 Long-term debt and capital lease obligations (current portion) ...... 10,044 ------------- Total Current Liabilities ........................................ 1,533,270 Minority interest...................................................... 2,266,793 Shareholders' Equity Unrealized holding gain on available for-sale securities ............ 102,107 Common stock, $.08 par value authorized 10,000,000 shares, issued and outstanding 3,896,802 in 1997 and 3,520,569 in 1996 .... 311,744 Additional paid-in-capital .......................................... 12,437,367 Accumulated deficit ................................................. (9,136,273) ------------ Total Shareholders' Equity............................................. 3,714,945 ------------ Total Liabilities and Equity...........................................$ 7,515,008 ============= The accompanying notes are an integral part of these statements.
BIOMERICA, INC. CONSOLIDATED STATEMENT OF CASH FLOWS Three Months Ended August 31, 1997 and 1996
1997 1996 --------------- -------------- Cash flows from operating activities: Net income............................................................... $ 137,286 $ 127,204 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation and amortization ......................................... 80,978 61,830 Realized gain on sale of available for-sale securities ................ (28,156) 0 Minority interest in net profits of consolidated subsidiaries ......... 2,765 4,339 Changes in current assets and liabilities: Accounts Receivable ................................................. (15,201) 148,697 Inventories ......................................................... (132,739) (127,593) Prepaid expenses and other current assets ........................... 4,511 24,333 Accounts payable and other accrued liabilities ...................... 68,330 5,542 Accrued compensation ................................................ (9,085) 116,921 --------------- --------------- Net cash provided by operating activities................................ 108,689 361,273 --------------- --------------- Cash flows from investing activities: Sale of available for-sale securities ................................. 99,389 0 Increase in notes receivable .......................................... (9,100) 8,480 Purchases of property and equipment ................................... (37,198) (27,184) Other assets .......................................................... 11,178 9,303 Purchases of intangible assets ........................................ (860) 0 --------------- --------------- Net cash provided by investing activities................................ 63,409 (9,401) --------------- --------------- Cash flows from financing activities: Principal payments on line of credit .................................. (25,000) (60,000) Payments of long-term debt and capital lease obligations .............. (50,804) (5,185) Exercise of stock options ............................................. 8,254 55,030 --------------- --------------- Net cash used in financing activities.................................... (67,550) (10,155) --------------- --------------- Net increase (decrease) in cash and cash equivalents..................... 104,548 341,717 --------------- --------------- Cash at beginning of quarter............................................. 1,706,151 622,828 --------------- --------------- Cash at end of quarter................................................... 1,810,699 $ 964,545 =============== =============== 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, 1997
Unrealized Gain on Common Stock Additional Available- ----------------------- Number of Paid-In For-Sale Earnings Shares Amount Capital Securities (Deficit) Total ---------- ----------- ------------ ----------- ------------- ------------ Balance at May 31, 1997 3,889,802 $ 311,184 $12,429,673 $ 97,924 $(9,273,559) $ 3,565,222 Change in unrealized gain on available-for-sale securities 4,183 4,183 Exercise of stock options 7,000 560 7,694 8,254 Net gain 137,286 137,286 ---------- ----------- ------------ ----------- ------------ ------------ Balance at August 31, 1997 3,896,802 $ 311,744 $12,437,367 $ 102,107 $(9,136,273) $ 3,714,945 ========= =========== =========== =========== ============= ============ 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, 1997 (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, 1997, 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 Note 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, 1997, for a description of the investments in affiliates and consolidated subsidiaries. (5) Reference is made to Notes 6, 7 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, 1997, for information on commitments and litigation. (6) Aggregate market value of available-for-sale securities exceeded aggregate cost by approximately $102,107 at August 31, 1997. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND SELECTED FINANCIAL DATA The statements in this Report on Form 10-QSB and other statements made by Biomerica, Inc. that relate to future plans, events or performance are forward- looking statements which involve risks and uncertainties. Actual results, events or performance may differ materially from those anticipated in any forward-looking statements as a result of a variety of factors, including those set forth in this Report on Form 10-QSB. Results of Operations Consolidated net sales for Biomerica were $2,304,027 for the first quarter of fiscal 1998 as compared to $2,273,387 for the same period in the previous year. This represents an increase of $30,640 (1%). Lancer sales decreased by $37,499 over the previous fiscal year due to competition pressures and lower prices in the industry. Biomerica sales increased by $80,211 due to greater foreign sales. AIT had a sales decline of $12,072 due to the loss of a research account. Cost of sales increased by $12,294 (1%). The percentage increase in cost of sales approximated the percentage increase in sales. Lancer and Biomerica maintained consistent percentages of cost of sales to sales, however AIT's cost of sales as a percentage of sales increased due to lower sales volumes without a comparable decrease in cost of goods. Selling, general and administrative costs increased by $13,037 (2%). Lancer had lower selling, general and administrative costs of $11,366 due to a decrease in travel and postage charges, partially offset by an increase in samples and collection costs. Biomerica had an increase of $12,033 and AIT had an increase of $12,370 due to increased personnel and other related costs. Research and development increased by $40,798 (65%). The increase was primarily attributable to higher costs at Biomerica and Lancer. Both companies have been investing in new product research. Interest expense decreased by $7,330 (44%) compared to the previous year due to lower 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 Note 3 in the Notes to the Consolidated Financial St atements in the report on Form 10-KSB for the year ended May 31, 1997, for a more in- depth discussion of subsidiaries. Liquidity and Capital Resources As of August 31, 1997, the Company had cash and available-for-sale securities in the amount of $2,258,026. 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. At August 31, 1997, Lancer had a $500,000 line of credit with a bank. Borrowings are made at prime plus 1% (9.5% at August 31, 1997) and are limited to specified percentages of eligible accounts receivable. The unused portion available under the line of credit at August 31, 1997 was $176,000. The line of credit expires on March 1, 1998. The Company is not required to maintain compensating balances in connection with this borrowing arrangement. At August 31, 1997, Lancer had a note payable to a bank requiring monthly principal payments of $18,889, plus interest at prime plus 1% (9.5% at August 31, 1997). The note expires on May 1, 1998, at which time all unpaid principal and accrued interest is due and payable. 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, 1997 BIOMERICA, INC. By: /S/ ZACKARY IRANI ----------------------------- Zackary Irani President, Chief Executive Officer EX-27 2
5 3-MOS MAY-31-1998 JUN-01-1997 AUG-31-1997 1,810,699 447,327 1,607,508 136,660 2,572,788 6,444,995 3,145,896 2,622,498 7,515,008 1,533,270 0 0 0 311,744 3,403,201 7,515,008 2,304,027 2,304,027 1,326,682 1,326,682 0 0 9,473 151,664 14,378 137,286 0 0 0 137,286 .04 .04
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