-----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, Wn1pfpx+I6IY0AKmRPV8EqDkYcxTswblAEJSDKSoYFR8AvhJofju3NtufarxRRrP 1iqNi0RPduNZ5XQ+0dKaOQ== 0000073290-96-000007.txt : 19960416 0000073290-96-000007.hdr.sgml : 19960416 ACCESSION NUMBER: 0000073290-96-000007 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960229 FILED AS OF DATE: 19960412 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: 96546535 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 February 29, 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: 3,455,569 shares of common Stock as of April 14, 1996. BIOMERICA, INC. INDEX PART I Financial Statements: Consolidated Statements of Operations - Nine Months and Three Months Ended February 29, 1996 and February 28, 1995 ........................2 Consolidated Balance Sheet - February 29, 1996 ...................3 & 4 Statements of Cash Flows Nine Months Ended February 29, 1996 and February 28, 1995 ............5 Statement of Changes in Shareholders' Equity - Nine Months Ended February 29, 1996 ..................................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 STATEMENT OF OPERATIONS
Nine Months Ended Three Months Ended February 29, February 28, February 29, February 28, 1996 1995 1996 1995 --------------- ------------- ------------- -------------- Net sales................................... $ 6,668,909 $ 6,940,288 $ 2,066,334 $ 2,309,860 Cost of sales............................... 3,783,121 3,877,315 1,302,359 1,315,221 --------------- ------------- ------------ ------------- Gross profit................................ 2,885,788 3,062,973 763,975 994,639 Operating Expenses: Selling, general and administrative ....... 2,347,990 2,589,039 690,480 823,445 Research and development .................. 209,666 210,210 60,784 69,391 --------------- ------------- ------------ ------------- 2,557,656 2,799,249 751,264 892,836 Other Expense (income): Interest expense .......................... 75,701 134,917 18,554 51,120 Other (income) expense, net ............... (31,739) (35,054) (4,051) (8,269) Gain (loss) before minority interest in net profits of of consolidated subsidiaries .............. 284,170 163,861 (1,792) 58,952 Minority interest in net (profits) losses of consolidated subsidiaries .............. (56,148) (98,198) 71,922 (25,681) Income before taxes......................... 228,022 0 70,130 0 Income taxes................................ 2,400 0 0 0 NET INCOME ............................... $ 225,622 $ 65,663 $ 70,130 $ 33,271 =============== ============= ============ ============= Net earnings per share...................... $ .07 $ .02 $ .02 $ .01 =============== ============= ============ ============= Weighted average shares outstanding ........................ 3,445,861 3,392,861 3,455,569 3,394,944 The accompanying notes are an integral part of these statements.
BIOMERICA, INC. CONSOLIDATED BALANCE SHEETS
February 29, 1996 -------------- Assets Current Assets Available for-sale securities......................................... 401,401 Accounts receivable, less allowance for doubtful accounts............. 1,431,626 Inventory............................................................. 2,128,660 Notes receivable...................................................... 27,985 Prepaid expenses and other............................................ 77,951 -------------- Total Current Assets ................................................. 4,692,708 Inventory, non-current..................................................... 87,000 Land held for investment................................................... 46,000 Property and Equipment, less accumulated depreciation and amortization..... 463,389 Intangible assets, net of accumulated amortization......................... 582,942 Other Assets............................................................... 4,596 -------------- $ 5,876,635 ============== The accompanying notes are an integral part of these statements.
BIOMERICA, INC. CONSOLIDATED BALANCE SHEETS
February 29, 1996 -------------- Liabilities and Shareholders' Equity Current Liabilities Current portion of note payable to bank............................... $ 188,266 Accounts payable and accrued liabilities.............................. 602,661 Long-term debt and capital lease obligations (current portion)........ 21,046 Other liabilities..................................................... 228,189 Line of Credit........................................................ 174,000 Accrued compensation.................................................. 601,611 -------------- Total Current Liabilities........................................ 1,815,773 Long term portion of note payable to bank.................................. 311,734 Long term portion of capital leases........................................ 21,490 Minority interest.......................................................... 1,936,487 Shareholders' Equity Unrealized holding gain on available for sale securities.............. 101,392 Common stock, $.08 par value authorized 10,000,000 shares, issued and outstanding 3,455,569 in 1996............................ 276,446 Additional paid-in-capital............................................ 11,341,284 Prepaid expenses...................................................... (462) Accumulated deficit................................................... (9,927,509) -------------- Total Shareholders' Equity............................................ 1,791,151 -------------- Total Liabilities and Equity............................................... $ 5,876,635 ============== The accompanying notes are an integral part of these statements.
BIOMERICA, INC. CONSOLIDATED STATEMENT OF CASH FLOWS NINE MONTHS ENDED FEBRUARY 29, 1996 AND FEBRUARY 28, 1995
1996 1995 ------------- ------------- Cash flows from operating activities: Net income (loss)................................................... $ 225,622 $ 65,663 Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation and amortization.................................. 234,280 281,088 Realized gain on sale of marketable securities................. (357) (20,697) Minority interest in net profits of consolidated subsidiaries.. 56,148 123,141 Provision for losses on accounts receivable.................... 30,000 28,716 Stock issued to employees...................................... 0 21,263 Accounts Receivable.......................................... 84,985 (108,888) Inventories.................................................. (365,281) 151,903 Prepaid expenses and other current assets.................... 35,945 76,752 Accounts payable and other accrued liabilities............... 161,797 (205,917) Accrued compensation......................................... 36,536 11,908 ------------- ------------- Net cash provided by operating activities........................... 499,675 424,932 ------------- ------------- Cash flows from investing activities: Additions to fixed assets...................................... (119,857) (175,616) Sales of marketable securities, net............................ 36,878 186,138 Note Receivable................................................ 8,681 (14,804) Purchases of intangible assets................................. (3,140) (816) ------------ ------------ Net cash used in investing activities............................... (77,438) (5,098) ----------- ------------ Cash flows from financing activities: Net payments under line of credit.............................. (226,000) 0 Exercise of stock options...................................... 19,400 600 Proceeds from sale of stock.................................... 20,250 0 Payments of short-term borrowings and long-term debt........... 0 (161,248) Principal payments on note payable to bank..................... (285,000) (295,000) Payments of long-term debt and capital lease obligations....... (20,366) (17,328) ----------- ------------ Net cash used in financing activities............................... (491,716) (472,976) ----------- ------------ Net increase (decrease) in cash and cash equivalents................ (69,479) (53,142) ----------- ------------ Cash at beginning of year........................................... 694,564 804,029 ------------- ------------- Cash at end of nine months.......................................... $ 625,085 $ 750,887 ============= ============= The accompanying notes are an integral part of these statements.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE NINE MONTHS ENDED FEBRUARY 29, 1996
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 Exercise of employee stock options..... 24,250 1,940 17,460 19,400 Unrealized holding gain on available- for-sale securities. 99,070 99,070 Prepaid expenses.... 4,680 4,680 Net gain (loss)..... 225,622 225,622 ----------- ------------- -------------- -------------- ------------ -------------- ------------- Balance at February 29, 1996. 3,455,569 $ 276,446 $ 11,341,284 $ 101,392 $ (462) $ (9,927,509) $ 1,791,151 ========== =========== ============ ============ =========== ============= =========== 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 February 29, 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, 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 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 $101,392 at February 29, 1996. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND SELECTED FINANCIAL DATA RESULTS OF OPERATIONS Consolidated net sales for Biomerica were $6,668,909 for the nine months ended February 29, 1996 as compared to $6,940,288 for the same period last year. This represents a decrease of $271,379 (4%). Although Biomerica had increased sales however, Lancer realized a decrease in sales of $483,669. Lancer's decrease in sales was primarily a result of manufacturing problems which are being corrected. For the quarter then ended, sales decreased by $243,526 from the previous year, again as a result of decreased sales at Lancer (of $342,855) due to manufacturing problems. Cost of sales for the nine months ended February 29, 1996 were $3,783,121 as compared to $3,877,315 (a decrease of $94,194) and for the three months then ended decreased by $12,862. Part of the decrease was attributable to the decrease in sales. This was offset by higher cost of goods at Lancer, as well as higher cost of goods at Biomerica due to some large introductory orders. Selling, general and administrative expenses decreased for the nine months by $241,049 and for the three months by $132,765. These decreases were primarily due to decreases at Lancer ($187,523 for the nine months and $91,012 for the three months), which were attributable to organizational changes, a decrease in professional fees, samples and shipping costs, partially offset by an increase in trade show costs. Biomerica also realized decreases due to lower wages. Interest expense decreased for the nine months by $59,216 and for the three months by $32,566 primarily as a result of reduced debt and interest rates at Lancer. Minority interest in net gains or losses of consolidated subsidiaries represents minority interests in gains or losses of Lancers and AIT's other 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 February 29, 1996, the Company had cash and available-for-sale securities in the amount of $1,026,486. 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 1, 1995, Lancer arranged for a restructuring of its $1,045,000 bank debt. The debt 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 restructuring Lancer paid down the line of credit by $225,000. The new bank loan requires 24 monthly payments of principal and interest of $18,870. 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 February 29, 1996, the unused portion available under the line of credit was $180,000. 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: April 7, 1996 BIOMERICA, INC. By: /S/ Joseph H. Irani, President ------------------------------- President, Chief Executive Officer and Chief Financial Officer EX-27 2
5 9-MOS MAY-31-1996 JUN-01-1995 FEB-29-1996 625,085 401,401 1,568,142 136,516 2,128,660 4,692,708 3,147,900 2,684,511 5,876,635 1,815,773 0 0 0 276,446 1,514,705 5,876,635 6,668,909 6,668,909 3,783,121 3,783,121 0 0 75,701 228,022 2,400 225,622 0 0 0 225,622 .07 .07
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