-----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, S9gYyiUXvtJ8DSxcrNr7cQW9aoY4YhwkZpGROYe7hYuYVV57qHJ2DxRxakXTyqQl FMQWTkfRD8labtG1FWw7Qw== 0000073290-96-000004.txt : 19960117 0000073290-96-000004.hdr.sgml : 19960117 ACCESSION NUMBER: 0000073290-96-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951130 FILED AS OF DATE: 19960116 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: 96503680 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 November 30, 1995 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: 3,448,319 shares of common Stock as of January 14, 1996. BIOMERICA, INC. INDEX PART I Financial Statements: Statements of Operations - Three Months and Six Months Ended November 30, 1995 and 1994 ..................................2 Balance Sheet - November 30, 1995 ............................3 & 4 Statements of Cash Flows Six Months Ended November 30, 1995 and 1994 .......................5 Statements of Changes in Shareholders' Equity - Six Months Ended November 30, 1995 ................................6 Notes to Financial Statements .....................................7 Management's Discussion and Analysis of Financial Condition and Selected Financial Data ...................................8 & 9 PART II Other Information ................................................10 Signatures .......................................................10 PART I - FINANCIAL INFORMATION SUMMARIZED FINANCIAL INFORMATION BIOMERICA, INC. CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months Ended Three Months Ended November 30, November 30, 1995 1994 1995 1994 ---------- --------- --------- ---------- Net Sales........................... $4,602,576 $4,630,428 $2,273,288 $ 2,440,014 Cost of sales .................... 2,480,762 2,562,094 1,197,794 1,311,043 ---------- ---------- ---------- ----------- Gross profit ..................... 2,121,814 2,068,334 1,075,494 1,128,971 ----------- ----------- ---------- ----------- Operating Expenses: Selling, general and administrative...................... 1,657,510 1,765,594 822,325 951,175 Research and development ......... 148,882 140,819 74,890 76,412 ----------- ----------- ----------- ------------ 1,806,392 1,906,413 897,215 1,027,587 ----------- ----------- ----------- ----------- Other Expense (income): Interest expense ................. 57,147 83,797 31,672 41,210 Other (income) expense, net ...... (27,688) (26,785) (3,334) (12,990) ----------- ----------- ----------- ----------- Income before minority interest in net profits of of consolidated subsidiaries ..... 285,963 104,909 149,941 73,164 Minority interest in net profits of consolidated subsidiaries ..... (128,070) (72,517) (54,753) (42,061) ------------ ------------ ----------- ----------- Income before taxes .............. 157,893 0 95,188 0 Income taxes ..................... 2,400 0 0 0 ----------- ----------- ----------- ------------ NET INCOME ...................... $ 155,493 $ 32,392 $ 95,188 $ 31,103 =========== =========== =========== ============ Net income per share................ $ .05 $ .01 $ .03 $ .01 =========== =========== =========== ============ Weighted average shares outstanding ............... 3,441,007 3,392,069 3,441,819 3,392,069 The accompanying notes are an integral part of these statements.
BIOMERICA, INC. CONSOLIDATED BALANCE SHEET
November 30, 1995 -------------- Assets Current Assets Cash and cash equivalents .................................. $ 370,523 Available for-sale securities .............................. 421,397 Accounts receivable, less allowance for doubtful accounts .. 1,505,713 Inventory .................................................. 2,080,294 Notes receivable ........................................... 27,985 Prepaid expenses and other ................................. 111,546 ----------- Total Current Assets ................................... 4,517,458 Inventory, non-current........................................ 87,000 Land held for investment...................................... 46,000 Property and Equipment, less accumulated depreciation and amortization............................................... 461,769 Intangible assets, net of accumulated amortization............ 602,191 Other Assets.................................................. 4,596 ----------- $5,719,014 =========== The accompanying notes are an integral part of these statements.
BIOMERICA, INC. CONSOLIDATED BALANCE SHEET
November 30, 1995 ------------ Liabilities and Shareholders' Equity Current Liabilities Current portion of note payable to bank ................... $ 178,438 Accounts payable and accrued liabilities .................. 654,878 Long-term debt and capital lease obligations (current portion)................................................. 20,462 Other liabilities ......................................... 4,000 Accrued compensation ...................................... 568,977 Line of credit ............................................ 175,000 ------------- Total Current Liabilities .............................. 1,601,755 Long term portion of note payable to bank.................... 396,562 Long term portion of capital leases.......................... 26,976 Minority interest............................................ 1,996,583 Shareholders' Equity Common stock .............................................. 275,866 Additional paid-in-capital ................................ 11,336,064 Unrealized holding gain on available for sale securities .. 84,868 Prepaid expenses .......................................... (2,022) Accumulated deficit ....................................... (9,997,638) ------------- Total Shareholders' Equity................................... 1,697,138 ------------- Total Liabilities and Equity................................. $5,719,014 ------------- The accompanying notes are an integral part of these statements.
BIOMERICA, INC. CONSOLIDATED STATEMENT OF CASH FLOWS SIX MONTHS ENDED NOVEMBER 30, 1995 AND 1994
1995 1994 ------------- ------------- Cash flows from operating activities: Net income.......................................................... $ 155,493 $ 32,392 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization.................................... 158,071 184,871 Realized gain on sale of marketable securities................... 0 (20,697) Minority interest in net profits of consolidated subsidiaries.... 128,070 82,005 Provision for losses on accounts receivable...................... 0 40,216 Stock issued to employees........................................ 0 21,263 Changes in current assets and liabilities: Accounts Receivable............................................ 40,898 (121,123) Inventories.................................................... (316,915) 62,030 Prepaid expenses and other current assets...................... 9,275 21,957 Accounts payable and other accrued liabilities................. (26,000) (125,094) Accrued compensation........................................... 3,902 (2,411) ------------ ----------- Net cash provided by operating activities........................... 152,794 175,409 ------------ ----------- Cash flows from investing activities: Sales of marketable securities, net.............................. 0 186,138 Purchases of property and equipment.............................. (60,578) (130,996) Other assets..................................................... 196 0 Purchases of intangible assets................................... (3,839) (816) ------------ ------------ Net cash provided by investing activities........................... (64,221) 54,326 ------------ ------------ Cash flows from financing activities: Net payments under line of credit agreement...................... (225,000) 0 Investments by minoriry interests................................ 20,250 0 Payments of short-term borrowings and long-term debt............. (11,464) (161,248) Principal payments on note payable to bank....................... (210,000) (216,000) Payments of long-term debt and capital lease obligations......... 0 (16,844) Exercise of stock options........................................ 13,600 600 ------------ ------------ Net cash used in financing activities............................... (412,614) (393,492) ------------ ------------ Net (decrease) in cash and cash equivalents......................... (324,041) (163,757) ------------ ------------ Cash at beginning of year........................................... 694,564 804,029 ------------ ------------ Cash at end of quarter.............................................. $ 370,523 $ 640,272 ============ ============ The accompanying notes are an integral part of these statements.
BIOMERICA, INC. STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED NOVEMBER 30, 1995
Unrealized Gain on Common Stock Additional Available- Retained ------------------------- Number of Paid-In For-Sale Prepaid Earnings Shares Amount Capital Securities Expenses (Deficit) Total ------------ ----------- ----------- ----------- ----------- ------------ ----------- Balance at May 31, 1995 3,431,319 $ 274,506 $11,323,824 $ 2,322 $ (5,142) $(10,153,131) $1,442,379 Change in unrealized gain on available for sale securities 82,546 82,546 Amortization of pre-paid expenses 3,120 3,120 Exercise of employee stock options 17,000 1,360 12,240 13,600 Net gain 155,493 155,493 ------------ ------------- ------------ ----------- ----------- -------------- ----------- Balance at November 30, 1995 3,448,319 $ 275,866 $11,336,064 $ 84,868 $ (2,022) $(9,997,638) $1,697,138 =========== ============= ============ =========== =========== ============== =========== Note: The authorized capital stock consists of 10,000,000 shares of common stock, par value $.08 per share. The accompanying notes are an integral part of these statements.
NOTES TO FINANCIAL STATEMENTS November 30, 1995 (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, 1995, 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. It 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, 1995, 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, 1995, for information on commitments and litigation. (6)Aggregate market value of available-for-sale securities exceeded aggregate cost by approximately $84,868 at November 30, 1995. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND SELECTED FINANCIAL DATA RESULTS OF OPERATIONS Consolidated net sales for Biomerica were $4,602,576 for the six months ended November 30, 1995 as compared to $4,630,428 for the same period in the last fiscal year. This represents a decrease of $27,852 (.6%). Net sales for the three months then ended were $2,273,288 as compared to $2,440,014 for the same period last year, resulting in a decrease of $166,726 (7%). Most of the decrease was attributable to the Lancer subsidiary which had a soft domestic market and changes in the manufacturing process in this quarter. Cost of sales decreased by $81,332 (3%) for the six month period and by $113,249 for the three month period (9%). The decreases were primarily due to lower sales as well as a lower cost of sales as a percentage of sales, particularly at Lancer. Selling, general and administrative expenses decreased by $108,084 (6%) for the six month period and by $128,850 (14%) for the three month period. Most of the decreases were attributable to decreases at Lancer as a result of lower professional fees, samples and shipping costs. Research and development costs increased for the six month period by $8,063 (6%) and decreased for the three month period by $1,522 (2%). Both Lancer and Biomerica had slight increases for the six month period. For the three month period Lancer also had a slight increase, while Biomerica had a slight decrease. Interest expense decreased for the six months by $26,650 (32%) and by $9,538 (23%) for the three month period. These decreases reflect reduced debt and interest rates at Lancer. Biomerica had lower debt as well as reduction of certain interests totaling $11,254. Minority interest in net profits of consolidated subsidiaries represents minority interests in the gain of Lancer and AIT. 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, 1995, for a more in-depth discussion on subsidiaries. LIQUIDITY AND CAPITAL RESOURCES As of November 30, 1995, the Company had cash and available-for-sale securities in the amount of $791,920. Biomerica is currently able to meet its costs of operations through both collection of trade accounts receivable and its working capital position. Biomerica alone has no capital commitments. Effective October 10, 1995, Lancer arranged for a restructuring of its $1,045,000 bank debt which was divided into a term loan, with an original balance of $645,000 and a line of credit with an original balance of $400,000. Lancer also arranged for a reduction in interest rate from prime plus 3% to prime plus 1%. Immediately after the debt restructuring, Lancer paid down the line of credit by $225,000. The new bank term loan requires 24 monthly principal and interest payments of $18,890. All unpaid principal and accrued interest is due and payable on November 1, 1997. Under the line of credit, Lancer can borrow up to $500,000. Borrowings are secured by specific percentages of eligible accounts receivable. At November 30, 1995, the unused portion available under the line of credit was $275,000. 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: January 8, 1996 BIOMERICA, INC. By: /S/ JOSEPH H. IRANI ----------------- Joseph H. Irani, President President, Chief Executive Officer and Chief Financial Officer EX-27 2
5 6-MOS MAY-31-1996 JUN-01-1995 NOV-30-1995 370,523 421,397 1,673,546 167,833 2,080,294 4,517,458 3,090,605 2,628,836 5,719,014 1,601,755 0 0 0 275,866 1,421,272 5,719,014 4,602,576 4,602,576 2,480,762 2,480,762 0 0 57,147 157,893 2,400 155,493 0 0 0 155,493 .05 .05
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