-----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, EvNzWRAe6YELu4k7tjWdqqaGvZwluiCQVeblEmoEfctSZ0S20SfMd6jTOa2igpGz ygJ5uHK9SKJrYjsB5e+4cg== 0000856143-96-000006.txt : 19960517 0000856143-96-000006.hdr.sgml : 19960517 ACCESSION NUMBER: 0000856143-96-000006 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: BSE SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BCAM INTERNATIONAL INC CENTRAL INDEX KEY: 0000856143 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [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: 96565202 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 MARCH 31, 1996 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 March 31, 1996 -------------- [ ] 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. (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 X 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--March 31, 1996 (Unaudited)..............3 Condensed Consolidated Statements of Operations - Three Months Ended March 31, 1996 and 1995 (Unaudited)..................................4 Condensed Consolidated Statements of Cash Flows - Three Months Ended March 31, 1996 and 1995 (Unaudited)........................................5 Notes to Condensed Consolidated Financial Statements - March 31, 1996 (Unaudited)...................................................................6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................................8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K....................................10 SIGNATURES...................................................................11 INDEX OF EXHIBITS............................................................12 2
BCAM International, Inc. Condensed Consolidated Balance Sheet (Unaudited) March 31, 1996 Assets Current assets: Cash and cash equivalents $ 1,604,080 Accounts receivable, less allowance for doubtful accounts of $34,334 247,617 Prepaid expenses and other current assets 108,675 ------------ Total current assets 1,960,372 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 (605,925) ------------ 252,423 Other assets, principally patents (net of accumulated amortization of $174,840) 163,211 ------------ Total assets $ 2,376,006 ============ Liabilities and shareholders' equity Current liabilities: Accounts payable $ 69,026 Accrued expenses and other current liabilities 197,171 ------------ Total current liabilities 266,197 Other liabilities 10,197 Commitments and contingencies - 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 14,981,979 Deficit (12,139,471) ------------ 2,998,712 Less 763,182 treasury shares (899,100) ------------ 2,099,612 ------------ Total liabilities and shareholders' equity $ 2,376,006 ============ See accompanying notes
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BCAM International, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three months ended March 31 ------------------------------------------ 1996 1995 ------------------- ------------------- Net revenue $ 102,495 $ 114,765 Costs and expenses: Direct costs of revenue 44,745 194,143 Selling, general and administrative 507,656 367,687 Research, development and engineering 27,227 62,163 ------------------- ------------------- Total operating expenses 579,628 623,993 ------------------- ------------------- Net loss from operations (477,133) (509,228) Interest and other income 24,812 53,811 ------------------- ------------------- Net loss $ (452,321) $ (455,417) =================== =================== Net loss per share $ (0.03) $ (0.03) =================== =================== Weighted average number of common shares outstanding 14,857,233 14,757,233 =================== =================== See accompanying notes
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BCAM International, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Three months ended March 31 --------------------------- 1996 1995 ----------- ----------- Operating activities Net loss $ (452,321) $ (455,417) Reconciliation of net cash provided by (used in) operating activities: Depreciation and amortization 36,415 39,238 Accrued interest on held to maturity (13,941) (47,863) securities Changes in operating assets and liabilities: Accounts receivable (111,622) 100,161 Prepaid expenses and other current assets 124,910 (44,493) Other assets 3,740 (16,257) Accounts payable, accrued expenses and sundry liabilities (156,474) (92,739) Other liabilities 2,354 (8,186) ----------- ----------- Net cash (used in) operating activities (566,939) (525,556) ----------- ----------- Investing activities Purchase of property, plant and equipment - (1,800) Purchase of held to maturity securities - (1,299,782) Proceeds from sale of held to maturity securities 1,521,113 1,100,000 ----------- ----------- Net cash provided by (used in) investing activities 1,521,113 (201,582) ----------- ----------- Financing activities Payment of stock registration and issuance costs (51,780) (38,932) ----------- ----------- Net cash (used in) financing activities (51,780) (38,932) ----------- ----------- Increase (decrease) in cash and cash equivalents 902,394 (766,070) Cash and cash equivalents at beginning of period 701,686 1,040,101 ----------- ----------- Cash and cash equivalents at end of period $1,604,080 $274,031 =========== =========== See accompanying notes
5 BCAM International, Inc. Notes to Condensed Consolidated Financial Statements (continued) BCAM International, Inc. ("the Company") Notes to Condensed Consolidated Financial Statements (Unaudited) March 31, 1996 1. Basis of Presentation 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 period ended March 31, 1996 are not necessarily indicative of the results that may be expected for the year ending December 31, 1996. 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, 1995. 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 ended March 31, 1996 and the three months ended March 31, 1995, since the future availability of net operating loss carryforwards have been offset in full by valuation allowances in accordance with FASB Statement No. 109. 6 4. Reclassifications Certain reclassifications have been made to the consolidated financial statements for the three months ended March 31, 1995 in order to conform to the classifications used in the current period. 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The March 31, 1996 Form 10-QSB represents the first quarterly report after the Form 10-KSB for the year ended December 31, 1995. The 10-QSB should be read in conjunction with the aforementioned document, and represents a comparison between the quarter ended March 31, 1996 and the quarter ended March 31, 1995. 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, that include salaries, equipment purchases for contracts, consulting fees and certain other costs, 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 March 31 1996 1995 Net revenue $102,495 $114,765 Direct costs 44,745 194,143 Gross profit $57,750 ($79,378) Gross profit % 56% (69%)
Net revenue decreased by $12,270, to $102,495, during the three months ended March 31, 1996, as compared to the same period in 1995. The decrease was primarily due to a different mix of business in 1996 as 1995 included a non-core sale of computer systems. Excluding this item, net revenue increased by $22,730, primarily due to Ergonomic Consulting Services. Direct costs decreased by $149,398, to $44,745, in the quarter ended March 31, 1996, as compared to the same period in 1995. The decrease was primarily due to a more favorable mix of internal versus outside resources in 1996 versus 1995, and, in 1996, a reduction of a reserve established in 1994. 8 As a result of the above, gross profit increased by $137,128 to $57,750 for the quarter ended March 31, 1996, as compared to the comparable period in 1995. Selling, general and administrative expenses increased by $139,969 for the three months ended March 31, 1996, as compared to the same period in 1995. This increase was primarily attributable to a growth in salaries, benefits and related expenses, as a result of the addition of three sales and marketing positions. Also contributing to the increase were severance costs which were one-time in nature. Research, development and engineering costs decreased by $34,936 to $27,227 for the quarter ended March 31, 1996 from $62,163 for the same period in 1995. This was primarily due to projects in 1995 relating to Intelligent Surface Technology, which have been completed, as well as the capitalization of software development costs in 1996. Interest and other income decreased by $28,999 for the three months ended March 31, 1996 compared to the three months ended March 31, 1995. This was due to a decrease in assets available for investment. Net loss, as a result of the above, for the three months ended March 31, 1996, was $452,321, as compared to a net loss of $455,417 for the comparable period in 1995. There was no tax benefit for the three months ended March 31, 1996 and the three months ended March 31, 1995, due to losses which have increased the future availability of the net operating loss carryforward which has been offset by valuation allowances. Liquidity and Capital Resources Cash, cash equivalents and marketable securities were $1,604,080 as of March 31, 1996, compared to $2,208,858 as of December 31, 1995. Working capital was $1,694,175 as of March 31, 1996, compared to $2,155,767 as of December 31, 1995. The decrease of $461,592 or 27.2% in working capital was primarily attributable to the net loss incurred in the three months ended March 31, 1996. 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 1996. The Company has no material commitments for any future capital expenditures. . 9 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 No reports were filed on Form 8-K during the three month period ended March 31, 1996.. 10 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: May 15, 1996 By: /s/ Michael Strauss ------------ -------------------- Michael Strauss Chairman of the Board of Directors Chief Executive Officer Dated: May 15, 1996 By: /s/ Allan Tepper ------------ ----------------- Allan Tepper VP of Finance Chief Financial Officer 11 INDEX OF EXHIBITS Exhibit No. Exhibit 27 Financial Data Schedule, Unaudited 12 EX-27 2 FDS FOR THE QUARTER ENDED MARCH 31, 1996
5 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. 0000856143 BCAM International, Inc. 1 U.S. Dollars 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 1.000 1,604,080 0 281,951 34,434 0 1,960,372 858,348 605,925 2,376,006 266,197 0 0 0 156,204 1,943,408 2,376,006 0 127,307 0 44,745 534,883 0 0 (452,321) 0 (452,351) 0 0 0 (452,321) (0.03) (0.03)
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