-----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, OOPldeysyvZDIOHhljWEVd1WN7UdDvmqPobAVhmbd2IzbGIVlwjsSJNoxow9oZLD lGeO7buN5OJf6Wzk7DiJ6w== 0000856143-95-000003.txt : 19951119 0000856143-95-000003.hdr.sgml : 19951119 ACCESSION NUMBER: 0000856143-95-000003 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 SROS: BSE SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BCAM INTERNATIONAL INC CENTRAL INDEX KEY: 0000856143 STANDARD INDUSTRIAL CLASSIFICATION: 8711 IRS NUMBER: 133228375 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 001-10420 FILM NUMBER: 95589442 BUSINESS ADDRESS: STREET 1: 1800 WALT WHITMAN RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 5167523550 MAIL ADDRESS: STREET 1: 1800 WALT WHITMAN RD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: BIOMECHANICS CORP OF AMERICA DATE OF NAME CHANGE: 19920703 10QSB 1 10QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1995 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995 ------------------ [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file number 0-18109 BCAM INTERNATIONAL, INC. (formerly Biomechanics Corporation of America) (Exact name of small business issuer as specified in its charter) New York 13-3228375 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1800 Walt Whitman Road, Melville, New York 11747 (Address of principal executive offices) (516) 752-3550 (Issuer's telephone number) Not applicable (Former name, former address and former fiscal year, if changed since last report.) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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___ Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes___ No___ State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: 14,857,233 ---------- Transitional Small Business Disclosure Format (check one): Yes ____ No X 1 FORM 10-QSB BCAM INTERNATIONAL, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheet--September 30, 1995 (Unaudited)..........3 Condensed Consolidated Statements of Operations - Three Months and Nine Months Ended September 30, 1995 and 1994 (Unaudited)..............4 Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 1995 and 1994 (Unaudited)....................................5 Notes to Condensed Consolidated Financial Statements - September 30, 1995 (Unaudited)................................................................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............................................7 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K.....................................8 SIGNATURES....................................................................9 INDEX OF EXHIBITS............................................................10 2
BCAM International, Inc. Condensed Consolidated Balance Sheet (Unaudited) September 30, 1995 Assets Current assets: Cash and cash equivalents $ 2,538,333 Accounts receivable, less allowance for doubtful accounts of $3,326 315,074 Prepaid expenses and other current assets 93,794 -------------------- Total current assets 2,947,201 Property, plant, and equipment, at cost: Furniture and fixtures 220,318 Equipment 587,511 Leasehold improvements 50,519 -------------------- 858,348 Less accumulated depreciation and amortization (558,790) -------------------- 299,558 Other assets, principally patents (net of accumulated amortization of $144,538) 197,805 -------------------- Total assets $ 3,444,564 ==================== Liabilities and shareholders' equity Current liabilities: Accounts payable $ 12,996 Accrued expenses and other current liabilities 376,845 -------------------- Total current liabilities 389,841 Other liabilities 5,490 Acquisition preferred stock, par value $.01 per share: authorized 750,000 shares; no shares issued or outstanding - Common shareholders' equity: Common stock, par value $.01 per share; authorized 40,000,000 shares, 15,620,415 shares issued and 14,857,233 shares outstanding 156,204 Paid-in surplus 15,033,759 Deficit (11,241,630) -------------------- 3,948,333 Less 763,182 treasury shares (899,100) -------------------- 3,049,233 -------------------- Total liabilities and shareholders' equity $ 3,444,564 ==================== See notes to condensed consolidated financial statements (unaudited).
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BCAM International, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three months ended September 30 Nine months ended September 30 ---------------------------------------- -------------------------------------- 1995 1994 1995 1994 ------------------ ------------------ ------------------ ---------------- Net revenue $ 158,485 $ 224,130 $ 572,881 $ 1,085,809 Interest and other income 40,707 51,657 141,820 133,261 ------------------ ------------------ ------------------ ---------------- 199,192 275,787 714,701 1,219,070 ------------------ ------------------ ------------------ ---------------- Costs and expenses: Direct costs of revenue 131,478 136,851 558,125 677,514 Selling, general and administrative 505,753 546,235 1,396,769 1,511,716 Research and development - 61,837 3,767 122,017 ------------------ ------------------ ------------------ ---------------- 637,231 744,923 1,958,661 2,311,247 ------------------ ------------------ ------------------ ---------------- Net (loss) $ (438,039) $ (469,136) $ (1,243,960) $ (1,092,177) ================== ================== ================== ================ Net (loss) per share $ (0.03) $ (0.03) $ (0.08) $ (0.07) ================== ================== ================== ================ Weighted average number of common shares outstanding 14,857,233 14,670,466 14,804,852 14,660,855 ================== ================== ================== ================ See notes to condensed consolidated financial statements (unaudited).
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BCAM International, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Nine months ended September 30 --------------------------------------------- 1995 1994 -------------------- ------------------ Operating activities Net (loss) $ (1,243,960) $ (1,092,177) Adjustments to reconcile net (loss) to net cash (used in) operating activities Depreciation and amortization 126,105 103,149 Amortization of premium on held to maturity securities - 7,510 Accrued interest on held to maturity securities (107,198) (44,046) Loss on sale of available for sale securities - 5,992 Issuance of common shares in lieu of compensation - 29,117 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (195,219) 128,413 Decrease (increase) in prepaid expenses and other current assets 136,686 (71,697) (Increase) in other assets (32,109) (135,448) (Decrease) increase in accounts payable, accrued expenses and other current liabilities (310,828) 53,142 (Decrease) in other liabilities (29,241) (16,804) -------------------- ------------------ Net cash (used in) operating activities (1,655,764) (1,032,849) -------------------- ------------------ Investing activities Purchase of property, plant and equipment (5,188) (69,814) Purchase of available for sale securities - (143,298) Purchase of held to maturity securities (1,299,782) (4,161,884) Proceeds from available for sale securities - 2,281,331 Proceeds from held to maturity securities 4,535,000 2,179,161 Proceeds from sale of equipment 1,200 1,050 -------------------- ------------------ Net cash provided by investing activities 3,231,230 86,546 -------------------- ------------------ Financing activities Net proceeds from sale of common stock and exercise of warrants - 90,255 Redemption of convertible preferred stock - (16,473) Payment of registration and issuance costs (77,234) (29,644) -------------------- ------------------ Net cash (used in) provided by financing activities (77,234) 44,138 -------------------- ------------------ Increase (decrease) in cash and cash equivalents 1,498,232 (902,165) Cash and cash equivalents at beginning of period 1,040,101 1,757,653 ==================== ================== Cash and cash equivalents at end of period $ 2,538,333 $ 855,488 ==================== ================== See notes to condensed consolidated financial statements (unaudited).
5 BCAM International, Inc. ("the Company") Notes to Condensed Consolidated Financial Statements (Unaudited) September 30, 1995 1. Basis of Presentation On June 22, 1995, the Company's shareholders approved a change of the name of the corporation from Biomechanics Corporation of America to BCAM International, Inc. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month and nine-month periods ended September 30, 1995 are not necessarily indicative of the results that may be expected for the year ending December-31, 1995. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form-10-KSB for the year ended December 31, 1994. 2. Per Share Data Net loss per share has been computed on the basis of the weighted average number of common shares outstanding for each of the periods presented. Common share equivalents have been excluded since their effect is anti-dilutive. 3. Income Taxes The Company accounts for income taxes in accordance with Financial Accounting Standards Board ("FASB") Statement No. 109, "Accounting for Income Taxes". The Company has not reflected a benefit for income taxes in the accompanying condensed consolidated statements of operations for the three months and nine months ended September 30, 1995 and 1994 since the future availability of net operating loss carryforwards have been offset in full by valuation allowances in accordance with FASB Statement No. 109. 4. Significant Customers During the three months ended September 30, 1995, two customers accounted for approximately $67,000 and $32,000, or 62% of net revenue. During the three months ended September 30, 1994, three customers accounted for approximately $100,000, $53,000 and $50,000 or 90% of net revenue. During the nine months ended September 30, 1995, two customers accounted for $151,000 and $84,000, or 41% of net revenue. During the nine months ended September 30, 1994, two customers accounted for approximately $616,000 and $175,000 or 73% of net revenue 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The September 30,1995 Form 10-QSB represents the third quarterly report after the Form 10-KSB for the year ended December 31, 1994 and accordingly should be read in conjunction with the aforementioned document and represents a comparison between the quarter ended September 30, 1995 and the quarter ended September 30, 1994. Results of Operations Net revenue is derived from services rendered and the sale of products that are adjunct to services, generally pursuant to fixed price contracts with terms of less than one year. The Company's policy is to recognize revenue when services are rendered or when the related products are shipped. Direct costs include salaries, equipment purchases for contracts, consulting fees and certain other costs. Gross profit may fluctuate from period to period. Factors influencing fluctuations include the nature and volume of services provided to individual customers which affect contract pricing, the Company's success in estimating contract costs (principally professional time), the timing of hiring new professionals who may require training before gaining certain efficiencies and customer demands. The following is a summary of net revenue, direct costs, and gross profit for the periods indicated.
Three Months Ended September 30, Nine Months Ended September 30, -------------------------------- ------------------------------- 1995 1994 1995 1994 ---- ---- ---- ---- Net services revenue $158,485 $224,130 $572,881 $1,085,809 Direct costs of services 131,478 136,851 558,125 677,514 -------- -------- -------- -------- Gross profit $ 27,007 $87,279 $14,756 $408,295 Gross profit % 17% 39% 3% 38%
Net revenue decreased by $65,645, to $158,485, during the three months ended September 30, 1995, as compared to the same period in 1994. The decrease was primarily due to the revenue recognition of $52,000 relating to a special agreement to sell equipment to an Indonesian government agency ("IPTN") in 1994, whereas none was recognized in 1995. For the nine months ended September 30, 1995, as compared to the same period in 1994, net revenue decreased by $512,928, to $572,881. The decrease was primarily due to the revenue recognition of $616,000 relating to IPTN in 1994, versus only $35,000 in 1995. Direct costs decreased by $5,373, to $131,478, in the quarter ended September 30, 1995, as compared to the same period in 1994. For the nine months ended September 30, 1995, direct costs decreased by $119,389, to $558,125. The decreases are primarily due to the reduction in sales, however, since the Company maintains a fixed direct labor base, direct costs generally do not decrease proportionately with net revenue decreases. Consequently, direct costs for the quarter ended September 30, 1995 increased as a percentage of revenue to 83% from 61% for the same period in 1994. Similarly, for the nine months ended September 30, 1995, direct costs increased to 97% from 62% for the same period in 1994. Gross profit, as a result of the above, decreased by $60,272 to $27,007 for the quarter ended September 30, 1995 from a gross profit of $87,279 for the quarter ended September 30, 1994. Also as a result of the above, for the nine months ended September 30, 1995, gross profit decreased by $393,539 to $14,756 from a gross profit of $408,295 for the nine month period ended September 30, 1994. 7 Interest and other income decreased by $10,950 for the three months ended September 30, 1995 compared to the three months ended September 30, 1994. The decrease is due to a decrease in assets available for investment. Interest and other income increased by $8,559 for the nine months ended September 30, 1995 compared to the nine months ended September 30, 1994. The increase is due to a loss incurred on available for sale securities in the 1994 period, partially offset by a decline in the interest earned due to a decrease in assets available for investment. Selling, general and administrative expenses decreased by $40,482 and $114,947 for the three months and nine months ended September 30, 1995, respectively, as compared to the same periods in 1994. These decreases are primarily attributable to a reduction in salaries and benefits as a result of the elimination of certain positions. Net loss, as a result of the above, for the three months and nine months ended September 30, 1995, was $438,039 and $1,243,960, respectively, as compared to a net loss of $469,136 and $1,092,177 for the comparable periods in 1994. There was no tax benefit for the three months and nine months ended September 30, 1995 and 1994 due to losses which have increased the net operating loss carryforward and which were offset by valuation allowances. Liquidity and Capital Resources Cash, cash equivalents and marketable securities were $2,538,333 as of September 30, 1995, compared to $4,168,121 as of December 31, 1994. Working capital was $2,557,360 as of September 30, 1995, compared to $3,717,787 as of December 31, 1994. The decrease of $1,160,427 or 31.2% in working capital was primarily attributable to the use of working capital for the net loss incurred in the nine months ended September 30, 1995. Further losses by the Company will result in additional reductions of working capital. The Company expects that its working capital, together with revenue from operations will be more than sufficient to meet any liquidity and capital requirements for the remainder of 1995. The Company has no material commitments for any future capital expenditures. For the balance of 1995, the Company does not anticipate any royalty revenue associated with its current licensing agreements. Revenue will be generated through product analysis and redesign services, ergonomic workplace analysis and redesign services and revenue that may result if the Company is successful in licensing its Intelligent Surface Technology for additional applications. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial Data Schedule (b) Reports on Form 8-K On July 10, 1995, the Company filed with the Securities and Exchange Commission a Form 8-K dated July 5, 1995, reporting the change of the name of the Company from Biomechanics Corporation of America to BCAM International, Inc. Such name change was effective on June 23, 1995. 8 SIGNATURES 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. BCAM INTERNATIONAL, INC. Dated: November 10, 1995 By: /s/ Michael Strauss ----------------- ------------------- Michael Strauss Chairman of the Board of Directors Chief Executive Officer Dated: November 10, 1995 By: /s/ Daniel Benjamin ----------------- ------------------- Daniel Benjamin Chief Financial Officer Corporate Secretary 9 INDEX OF EXHIBITS Exhibit No. Exhibit 27 Financial Data Schedule 10 Exhibit 27 BCAM International, Inc. Financial Data Schedule (Unaudited) As of September 30, 1995 and the Nine Months Then Ended Item Number Item Description Amount - - --------------- --------------------------------------------------------- ---------------- 5-02(1) cash and cash items $ 2,538,333 5-02(2) marketable securities 0 5-03(3)(a)(1) notes and accounts receivable - trade 318,400 5-02(4) allowances for doubtful accounts 3,326 5-02(6) inventory 0 5-02(9) total current assets 2,947,201 5-02(13) property, plant and equipment 858,348 5-02(14) accumulated depreciation 558,790 5-02(18) total assets 3,444,564 5-02(21) total current liabilities 389,841 5-02(22) bonds, mortgages and similar debt 0 5-02(28) preferred stock - mandatory redemption 0 5-02(29) preferred stock - no mandatory redemption 0 5-02(30) common stock 156,204 5-02(31) other stockholders' equity 2,893,029 5-02(32) total liabilities and stockholders' equity 3,444,564 5-03(b)1(a) net sales of tangible products 0 5-03(b)1 total revenues 714,701 5-03(b)2(a) cost of tangible goods sold 0 5-03(b)2 total costs and expenses applicable to sales and revenues 558,125 5-03(b)3 other costs and expenses 1,400,536 5-03(b)5 provision for doubtful accounts and notes 8,199 5-03(b)(8) interest and amortization of debt discount 0 5-03(b)(10) income/(loss) before taxes and other items (1,243,960) 5-03(b)(11) income tax expense 0 5-03(b)(14) income/(loss) continuing operations (1,243,960) 5-03(b)(15) discontinued operations 0 5-03(b)(17) extraordinary items 0 5-03(b)(18) cumulative effect-changes in accounting principles 0 5-03(b)(19) net income/(loss) (1,243,960) 5-03(b)(20) earnings per share - primary $ (0.08) 5-03(b)(20) earnings per share - fully diluted Note 2 Note: 1) This schedule contains summary financial information extracted from the Condensed Consolidated Balance Sheet, Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Cash Flows, and is qualified in its entirety by reference to such financial statements. 2) Earnings per share - fully diluted is anti-dilutive, and therefore not reported. 11
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