-----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, UlZ5T1cXRUH7txYmobriDOrSdd6cEhHZdMyoITzTOb3/DLadT7fmzARtxM7fz/CW 8YLx8jWctywHDhgRO+lx5A== 0000856143-96-000008.txt : 19960816 0000856143-96-000008.hdr.sgml : 19960816 ACCESSION NUMBER: 0000856143-96-000008 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 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: 96612032 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 JUNE 30, 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 June 30, 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: 14,877,233 ---------- 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--June 30, 1996 (Unaudited)...............3 Condensed Consolidated Statements of Operations - Three Months and Six Months Ended June 30, 1996 and 1995 (Unaudited)................. ..4 Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 1996 and 1995 (Unaudited).........................................5 Notes to Condensed Consolidated Financial Statements - June 30, 1996 (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.....................................9 SIGNATURES...................................................................10 INDEX OF EXHIBITS............................................................11 2
BCAM International, Inc. Condensed Consolidated Balance Sheet (Unaudited) June 30, 1996 Assets Current assets: Cash and cash equivalents ................................................. $ 1,604,224 Accounts receivable, less allowance for doubtful accounts of $11,245 ...... 157,845 Prepaid expenses and other current assets ................................. 117,375 ------------ Total current assets .......................................................... 1,879,444 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 ............................ (627,481) ------------ 230,867 Other assets, principally patents (net of accumulated amortization of $189,709) 229,903 ------------ Total assets .................................................................. $ 2,340,214 ============ Liabilities and shareholders' equity Current liabilities: Accounts payable .......................................................... $ 107,246 Notes payable, at prime ................................................... 400,000 Accrued expenses and other current liabilities ............................ 176,392 ------------ Total current liabilities ..................................................... 683,638 Other liabilities ............................................................. 12,550 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, 15,640,415 shares issued and 14,877,233 shares outstanding ................ 156,404 Paid-in surplus ........................................................... 14,992,780 Deficit ................................................................... (12,606,058) ------------ 2,543,126 Less 763,182 treasury shares .............................................. (899,100) ------------ 1,644,026 ------------ Total liabilities and shareholders' equity .................................... $ 2,340,214 ============ See accompanying notes
3
BCAM International, Inc. Condensed Consolidated Statements of Operations (Unaudited) Three months ended June 30 Six months ended June 30 ------------------------------------- ---------------------------------- 1996 1995 1996 1995 ----------------- ----------------- ---------------- --------------- Net revenue $ 108,226 $ 299,631 $ 210,721 $ 414,396 Costs and expenses: Direct costs of revenue 4,543 194,020 49,288 388,163 Selling, general and administrative 567,659 456,174 1,075,315 823,861 Research, development and engineering 19,333 47,243 46,560 109,406 ----------------- ----------------- ---------------- --------------- Total operating expenses 591,535 697,437 1,171,163 1,321,430 ----------------- ----------------- ---------------- --------------- Net loss from operations (483,309) (397,806) (960,442) (907,034) Interest and other income 16,722 47,302 41,534 101,113 ----------------- ----------------- ---------------- --------------- Net loss $ (466,587) $ (350,504) $ (918,908) $ (805,921) ================= ================= ================ =============== Net loss per share $ (0.03) $ (0.02) $ (0.06) $ (0.05) ================= ================= ================ =============== Weighted average number of common shares outstanding 14,859,211 14,798,991 14,858,222 14,778,227 ================= ================= ================ =============== See accompanying notes
4
BCAM International, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) Six months ended June 30 -------------------------- 1996 1995 ----------- ----------- Operating activities Net loss $ (918,908) $ (805,921) Reconciliation of net cash provided by (used in) operating activities: Depreciation and amortization 72,840 84,911 Accrued interest on held to maturity securities 7,172 (90,601) Changes in operating assets and liabilities: Accounts receivable (21,850) (236,916) Prepaid expenses and other current assets 116,210 109,643 Other assets (77,821) (7,107) Accounts payable, accrued expenses and sundry liabilities (139,033) (176,842) Other liabilities 4,707 (33,162) ----------- ----------- Net cash (used in) operating activities (956,683) (1,155,995) ----------- ----------- Investing activities Purchase of property, plant and equipment - (3,386) Proceeds from sale of equipment - 1,200 Purchase of held to maturity securities - (1,299,782) Proceeds from sale of held to maturity securities 1,500,000 1,818,000 ----------- ----------- Net cash provided by investing activities 1,500,000 516,032 ----------- ----------- Financing activities Net proceeds from short-term debt 400,000 - Net proceeds from sale of common stock and exercise of options 18,440 - Payment of stock registration and issuance costs (59,219) (77,234) ----------- ----------- Net cash provided by (used in) financing activities 359,221 (77,234) ----------- ----------- Increase (decrease) in cash and cash equivalents 902,538 (717,197) Cash and cash equivalents at beginning of period 701,686 1,040,101 ========== =========== Cash and cash equivalents at end of period $1,604,224 $ 322,904 =========== =========== See accompanying notes
5 BCAM International, Inc. ("the Company") Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 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 and six-month periods ended June 30, 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 and six months ended June 30, 1996 and the three months and six months ended June 30, 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. 4. Reclassifications Certain reclassifications have been made to the consolidated financial statements for the three months and six months ended June 30, 1995 in order to conform to the classifications used in the current period. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The June 30, 1996 Form 10-QSB represents the second 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 June 30, 1996 and the quarter ended June 30, 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 June 30 Six Months Ended June 30 1996 1995 1996 1995 Net revenue $108,226 $299,631 $210,721 $414,396 Direct costs 4,543 194,020 49,288 388,163 Gross profit $103,683 $105,611 $161,433 $26,233 Gross profit % 96% 35% 77% 6%
Net revenue decreased by $191,405, to $108,226, during the three months ended June 30, 1996, and by $203,675, to $210,721, for the six months ended June 30, 1996, as compared to the same periods in 1995. The decrease was partly due to a decline of $82,500 in Intelligent Surface Technology revenue which, in 1995, included $95,000 relating to the completion of several deliverables for two of our licensees.. Also contributing to the decrease was a decline in Ergonomic Consulting Services revenue, mostly due to delays in the start date of certain projects. These projects are expected to begin in the third quarter. 7 Direct costs decreased by $189,477 and $338,875 for the three months and six months ended June 30, 1996, respectively, as compared to the same periods in 1995. The decrease was primarily due to a more favorable mix of internal versus outside resources in 1996 versus 1995, and the elimination of a reserve established in 1994. As a result of the above, gross profit remained virtually unchanged for the quarter ended June 30, 1996 as compared with the same period in 1995, despite the shortfall in revenue in the current period, and increased by $135,200 for the six months ended June 30, 1996, as compared to the comparable period in 1995. Selling, general and administrative expenses increased by $111,485 for the three months ended June 30, 1996, as compared to the same period in 1995, and increased by $251,454 for the six months ended June 30, 1996, as compared with 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 sales and marketing positions. Also contributing to the increase were recruiting, legal, consulting and severance costs which were one-time in nature. Research, development and engineering costs decreased by $27,910 to $19,333, for the three months ended June 30, 1996, and by $62,846 to $46,560 for the six months ended June 30, 1996, from the same periods 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 $30,580 for the three months ended June 30, 1996, as compared to the three months ended June 30, 1995. Interest and other income decreased by $59,579 for the six months ended June 30, 1996, as compared to the six months ended June 30, 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 June 30, 1996, was $466,587, as compared to a net loss of $350,504 for the comparable period in 1995. Net loss for the six months ended June 30, 1996 was $918,908, as compared to a net loss of $805,921 for the same period in 1995. There was no tax benefit for the three months and six months ended June 30, 1996 and the three months and six months ended June 30, 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 $1,604,224 as of June 30, 1996, compared to $2,208,858 as of December 31, 1995. Working capital was $1,195,806 as of June 30, 1996, compared to $2,155,767 as of December 31, 1995. The decrease of $959,961 or 44.5% in working capital was primarily attributable to the net loss incurred in the six months ended June 30, 1996. 8 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. . PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders At the Company's 1996 Annual Meeting of Shareholders held on June 18, 1996 votes were cast to: (1) elect five directors of the Company; and (2) consider and act upon a proposal to ratify the appointment of Ernst & Young LLP as the Company's independent auditors for the fiscal year ending December 31, 1996. With respect to the election of the five nominated directors, the following were elected: Michael Strauss (chairman), Robert P. Wong, Julian H. Cherubini, Joel L. Gold, and Glenn Santmire With respect to the second proposal, the appointment of Ernst & Young was ratified by the shareholders. 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 six month period ended June 30, 1996. 9 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: August 14, 1996 By: /s/ Michael Strauss Michael Strauss Chairman of the Board of Directors Chief Executive Officer Dated: August 14, 1996 By: /s/ Allan Tepper Allan Tepper VP of Finance and Administration Chief Financial Officer 10 INDEX OF EXHIBITS Exhibit No. Exhibit 27 Financial Data Schedule, Unaudited 11 EX-27 2 FDS FOR THE QUARTER ENDED JUNE 30, 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 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 1.000 1,604,224 0 169,090 11,245 0 1,879,444 858,348 627,481 2,340,214 683,638 0 0 0 156,404 1,487,622 2,340,214 0 210,721 0 49,288 1,121,875 0 0 (918,908) 0 (918,908) 0 0 0 (918,908) (0.06) (0.06)
-----END PRIVACY-ENHANCED MESSAGE-----