1
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to _______.
Commission File Number: 0-11586
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0350710
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
810 Lombard Street
Philadelphia, Pennsylvania 19147
(Address of principal executive offices) (Zip Code)
(215) 923-6850
(Registrant's telephone number including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: NONE.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The company is unable to give an aggregate market value of the Registrant's
Common Stock due to the inactivity of the stock.
Indicate the number of shares outstanding of each of the issuers shares of
common stock, as of the latest practicable date: As of December 31st 1996, there
were outstanding 12,760,140 shares of the Registrant's Common Stock, $.005 par
value.
Documents Incorporated by Reference: None
- --------------------------------------------------------------------------------
Page 1 of 8 pages
2
PART I
ITEM 1. BUSINESS
General Development of Business.
At December 31, 1996, International Management & Research Corporation ("IMRC")
through its wholly owned subsidiary IMRC Holdings Inc. (IMRCH) owned 110,138,930
shares or 38.26% of Biosonics, Inc. common stock. At December 31, 1995 and 1994,
IMRC owned in excess of 50% of Biosonics common stock, accordingly, Biosonics'
financial statements were included in the consolidated financial statements of
IMRC. After Biosonics increased its authorized shares and issued new shares to
numerous individuals, primarily in exchange for debt, and from the conversion of
preferred stock, IMRCH's ownership of common stock of Biosonics decreased to
less than 50%. Accordingly IMRC is no longer able to consolidate with Biosonics'
financial statements. Currently, IMRC's only business is the ownership of the
stock of Biosonics through IMRCH. IMRC may pursue the acquisition of operating
companies. However, IMRC has an agreement with Biosonics in which Biosonics has
the right of first refusal for any proposal in the health care industry.
IMRC has not actively traded in the last several months. IMRC, when traded, is
over-the-counter on the NASD Bulletin Board.
Employees
As of December 31, 1996, the Company had one employee. Its only employee is Jack
Paller, its current president. If circumstances warrant, IMRC may engage
additional employees to help manage its activities.
ITEM 2. PROPERTIES.
The Company's principal place of business is 810 Lombard Street, Philadelphia,
PA and the quarterly rent is $446, which is currently being accrued as an
expense.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
2
3
PART II
ITEM 5. MARKET FOR THE REGISTRANTS' COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
High Bid Low Bid
-------- -------
1996
----
First Quarter $ .18 $ .035
Second Quarter .22 .0625
Third Quarter .17 .02
Fourth Quarter .04 .01
1995
----
First Quarter .15 .15
Second Quarter .07 .07
Third Quarter .07 .07
Fourth Quarter .07 .07
The quotations set forth above were derived from National Quotation Bureau LLE
and reflect inter-dealer prices without mark-up, mark-down or commissions, and
may not necessarily represent actual transactions on the OTC Bulletin Board.
Currently there is no current active trading market of the Company's stock. As
of December 31, 1996, there were approximately 1,303 record holders of the
Company's Common Stock. The Company has not, since its inception, declared any
dividends.
ITEM 6. SELECTED FINANCIAL DATA.
Year Ended December 31
--------------------------------------------------------------------------------
Statement of Loss Data: 1996(1) 1995(1) 1994(1) 1993(1) 1992(1)
- ----------------------- ------- ------- ------- ------- -------
Operating Revenues $ 0 $ 62,506 $ 21,939 $ 30,578 $ 26,687
Net expenses of development stage
subsidiary $ 0 $ 526,689 $ 411,521 $ 322,879 $ 404,624
Net loss ($52) ($456,835) ($485,718) ($401,958) ($463,572)
Loss per common share ($.00) ($ .03) ($ .04) ($ .03) ($ .04)
As of December 31,
------------------------------------------------------------------------------------------------
Balance Sheet Data: 1996(1) 1995(1) 1994(1) 1993(1) 1992(1)
- ------------------------- --------- ----------- ----------- ----------- -----------
Working Capital (Deficit) ($366,825) ($3,076,655) ($2,759,158) ($2,278,275) ($1,924,499)
Total Assets $ 44,138 $ 242,514 $ 329,549 $ 147,903 $ 259,741
Total Liabilities $ 410,963 $ 3,285,727 $ 3,066,409 $ 2,399,045 $ 2,148,597
Shareholders' Deficit ($366,825) ($3,043,213) ($2,736,860) ($2,251,142) ($1,888,856)
(1) Years ended December 31, 1992 through December 31, 1995 include the accounts
of Biosonics, Inc., of which IMRC through its wholly-owned subsidiary IMRCH
owned in excess of 50% of Biosonics' common stock. Financial information for the
year ended December 31, 1996 does not include Biosonics, Inc. financial
statements.
3
4
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
Liquidity and Capital Resources
During 1996, IMRCH converted its series B preferred stock of Biosonics Inc. into
7,000,000 shares of common stock of Biosonics Inc. Also, IMRCH transferred
550,000 shares of Biosonics' common stock held by it to two outside consultants
for certain advertising and public relations services provided to Biosonics.
During 1993 and 1994, IMRC borrowed an aggregate of $335,000, $120,000 of which
was pursuant to loans that were convertible into Biosonics common stock owned by
IMRCH, at $.01 and $.02 per share. With respect to $215,000 of the loans, IMRCH
agreed to issue to the lenders 3,000,000 shares of Biosonics common stock owned
by IMRCH. These shares were issued by IMRCH in 1996. In addition, during 1994,
IMRCH raised $190,161 through the sale of Biosonics common stock owned by IMRCH
at a range of $.02 to $.05 per share. In 1996, Biosonics assumed the obligations
of the IMRC loans totaling $335,000. In addition, Biosonics assumed IMRC's
obligation in connection with the $190,161 raised by IMRC for the sale of
Biosonics stock. Biosonics also assumed $68,207 in loans and accrued interest
owed to family members of the Company's president by IMRC. These obligations
were then settled by Biosonics through the conversion of these liabilities into
15,368,820 shares of Biosonics common stock.
The Company is a holding company. Aside from payment of salary to an officer of
the Company and certain overhead expenses, substantially all of the consolidated
results of operations in 1995 and 1994 relate to the operations of Biosonics. As
previously noted, the Company's 1996 financial statements do not include the
accounts of Biosonics.
As a holding company, the Company does not have any substantial assets other
than it's investment in the common stock of Biosonics, Inc. with a market value
of approximately $5.5 million at December 31, 1996.
Biosonics' primary sources of funds to date have been proceeds from the sale of
its securities and investment income on such proceeds. In 1989, Biosonics
borrowed $250,000 from Jack Paller and his late spouse. Biosonics issued to the
Pallers a demand note bearing interest at the prime rate plus 1 1/2% and granted
the Pallers a security interest in all of its assets to secure the loan. The
Pallers had obtained the amount loaned to Biosonics on the same date pursuant to
a personal bank loan on a demand basis at the same interest rate. The Pallers
granted the bank a mortgage on their home to secure repayment of the loan.
During 1989, Biosonics issued 1,250 shares of its Preferred Stock - Series B
(which was converted to common stock in 1996) to the Pallers in satisfaction of
$125,000 of the loan.
Also during 1989, IMRCH purchased 2,000 shares of Preferred Stock - Series B
(which was converted to common stock in 1996) for an aggregate purchase price of
$200,000, and Biosonics offered to its shareholders a right to subscribe to 11
1/2% convertible subordinated debentures, which offering was terminated by
Biosonics prior to completion. The debentures were never issued and, due to a
lack of funds, the proceeds raised (except for $4,000) were never returned to
the investors.
In 1990, a third party loaned $40,000 to Biosonics on a demand basis at a
variable interest rate. In 1991, the Company loaned to Biosonics $20,000 on a
demand basis with annual interest of 11%, and Jack Paller loaned $10,000 to
Biosonics under the same terms. During 1991, Biosonics raised approximately
$22,000 through the sale of 2,200,000 shares of its common stock. In addition,
during 1990 and 1992, Biosonics raised approximately $271,000 through the sale
of its common stock and convertible preferred stock, which
4
5
was issued in 1996.
In 1995, Biosonics raised $300,000 through the sale of its Preferred Stock -
Series D, which was converted into shares of common stock in 1996.
Biosonics will require additional funds in the immediate future to continue its
operations. Biosonics is considering obtaining funds through venture capital or
other private or public financings, joint venture or merger transactions and
research and development partnership financing.
Results of Operations
In 1996, IMRC had no operating activities except for certain services provided
in connection with IMRCH's holdings of Biosonics' common stock.
Biosonics net development stage expenses increased in 1995 as compared to 1994
primarily due to increased research and development expenses and expenses
associated with Biosonics' marketing program which commenced in 1995 and was
discontinued due to lack of funds. Product sales increased in 1995 as compared
to 1994 as a result of the new marketing program and insurance reimbursement
approvals and decreased in 1994 as compared to 1993 as a result of the
discontinuation of the exclusive dry mouth centers in 1990. The lack of
investment income during 1994 reflects the absence of funds available for
investment, and the increase in 1995 as compared to 1994 was due to Biosonics'
private offering of its Preferred Stock in 1995. During 1994, Biosonics'
concentrated its efforts and resources on obtaining Medicare approval which was
not obtained nor is such approval expected. Biosonics' professional fees consist
primarily of legal, accounting and consulting fees. Other development stage
expenses include primarily salaries, rent, supplies, transfer agent fees,
manufacturing, marketing, public relations and travel expense.
The Company believes there will be no significant adverse impact from inflation
and changing prices on the Company's operations.
During 1996, IMRCH transferred certain shares of Biosonics common stock holdings
which resulted in a gain of $85,000.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements of International Management & Research Corporation are
set forth in this report beginning on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following sets forth certain information about the sole director and officer
of IMRC.
Jack Paller, age 69, has been President, Treasurer and a director of IMRC since
its inception in 1971. Currently, Mr. Paller also serves as President and a
director of IMRC Holdings, Inc. and serves as President, Chief Executive
Officer, and a director of Biosonics, Inc.
5
6
Directors of IMRC hold office for the ensuing year and until their respective
successors have been duly elected and qualified.
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Section 16(a) of the Securities Exchange Act of 1934 requires IMRC's officers
and directors, and persons who own more than ten percent (10%) of IMRC's Common
Stock, to file reports of ownership and changes in ownership with the Securities
and Exchange Commission. Such persons are required to furnish IMRC with copies
of all Section 16(a) forms they file.
IMRC notes that IMRC Holdings, Inc. may have been required to file, and has not
filed, Forms 4 reporting certain of the transactions in IMRC's Common Stock.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table
Annual Compensation
---------------------------------------------
Name & Principal Position Year Salary ($) Bonus ($)
------------------------- ---- ---------- ---------
Jack Paller, President, Chairman 96 $42,000(1) --
and Chief Executive Officer 95 42,000(1) --
94 42,000(1) --
____________________
(1) Mr. Paller, the Company's sole director and executive officer,
has deferred the receipt of all of his salary every year from
the year ended December 31, 1990 through December 31, 1996,
and Mr. Paller did not receive or defer any other benefits or
compensation for serving as an executive officer of IMRC
during those years. In his capacity as an executive officer of
Biosonics, Mr. Paller deferred his salary from Biosonics for
the years ended December 31, 1989 through 1996, including
$103,000 of deferred salary per year for the years ended
December 31, 1994, 1995 and 1996.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table lists the number of shares of IMRC Common Stock beneficially
owned by all persons known to IMRC to be beneficial owners of more than 5% of
IMRC Common Stock and by the sole director and officer of IMRC and the
percentage of all outstanding shares held by such person:
Name of Beneficial Owner No. of Shares Percentage
------------------------ -------------- ----------
Jack Paller (1) 5,131,660 40.2 %
Dr. Henry Brenman (2) 832,460 6.5 %
____________________
(1) Mr. Paller's address is 260 New York Drive, Fort Washington,
Pennsylvania 19034
(2) Dr. Brenman's address 260 New York Drive, Fort Washington,
Pennsylvania 19034
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
All of the shares of common stock of Biosonics' owned by IMRCH and Jack Paller
are subject to a securities restriction agreement which prevents any sales by
them of the Common Stock of Biosonics at less than $.05
6
7
per share.
During 1996. IMRC converted its series B preferred stock of Biosonics Inc. into
7,000,000 shares of common stock of Biosonics Inc. Also IMRC transferred 550,000
shares of Biosonics' Common Stock held by it to two outside consultants for
certain advertising and public relations services provided to Biosonics.
During the period of 1992 through 1994 IMRC borrowed $352,661 from approximately
25 individuals. These loans were convertible into common stock of Biosonics
owned by IMRCH. The total number of shares issuable upon conversion of all the
loans was 15,368,820 shares of Biosonics common stock. The proceeds of the loans
were lent to Biosonics to use for working capital, and none of the individuals
making the loans were officers or affiliates of the Company. In 1996 Biosonics
and IMRC entered into an agreement pursuant to which Biosonics would assume
responsibility for the repayment of all the money under these loans and the
issuance of the stock upon conversion of the loans in exchange for the transfer
by IMRCH to Biosonics of 15,368,820 shares of common stock owned by it and
canceling the indebtedness owed to IMRC by Biosonics.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K.
(A) Financial Statements & Exhibits
1. Financial Statements Page
----
Auditors' Report F-1
Balance Sheets at December 31, 1995 and 1996 F-2
Statements of Operations for Each of the Three Years in the
Period Ended December 31, 1996 F-4
Statements of Minority Interest and Changes in Shareholders'
Equity (Deficiency) for each of the Three Years in the Period
ended December 31, 1996 F-6
Statements of Cash Flows for each of the Three Years in the
Period ended December 31, 1996 F-7
Notes to Financial Statements F-9
2. All schedules have been omitted because they are not
applicable or the required information is show in the
consolidated financial statements or notes therein.
3. Exhibits
*3.1 Articles of Incorporation (Exhibit to Registrant's Registration
Statement on Form 10 ["Form 10"]).
*3.5 By-laws of Registrant, as amended. (Exhibit to Registrant's Form 10)
*10.1 Agreement between Registrant and Biosonics with respect to
opportunities in the field of medical technology. (Exhibit to
Biosonics, Inc. Registration Statement on Form S-1 (File No. 2-27024)
[the "Form S-1"]
7
8
*10.7 Securities Restriction Agreement dated September 30, 1987 between Registrant
and Biosonics, Jack and Sarah Paller, and Henry S. Brenman. (Exhibit to 1987
Form 10-K).
27. Financial Data Schedule
(B) Reports on 8-k
The Registrant did not file any reports on Form 8-K during the
quarter ended December 31, 1996.
* Incorporated by reference.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant had duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
INTERNATIONAL MANAGEMENT &
RESEARCH CORPORATION
By: /s/ Jack Paller
______________________
Jack Paller, President
Date: June 13, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
By: /s/ Jack Paller
_________________________________________
Jack Paller, President, Chairman (Principal
Executive Officer), Treasurer (Principal
Financial Officer and Principal Accounting
Officer) and Director
Date: June 13, 1997
8
9
INTERNATIONAL MANAGEMENT & RESEARCH
CORPORATION AND SUBSIDIARIES
* * *
December 1996, 1995 and 1994
10
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
CONTENTS
Page Number
Auditors' Report F-l
Consolidated Financial Statements:
Balance Sheets at December 31, 1996 and 1995 F-2 & F-3
Statements of Operations for Each
of the Three Years in the
Period Ended December 31, 1996 F-4 & F-5
Statements of Minority Interest and Changes in
Shareholders' Deficiency F-6
Statements of Cash Flows for Each of the Three
Years in the Period Ended December 31, 1996 F-7 & F-8
Notes to Consolidated Financial Statements F-9 through F-20
11
INDEPENDENT AUDITORS' REPORT
Board of Directors
International Management & Research Corporation
and Subsidiary
We have audited the accompanying consolidated financial statements of
International Management & Research Corporation and Subsidiary (1996),
Subsidiaries (1995 and 1994) listed in the foregoing table of contents. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
International Management & Research Corporation and Subsidiary (Subsidiaries) as
of December 31, 1996 and 1995, respectively and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1996 in conformity with generally accepted accounting principles.
MORRIS J. COHEN & CO., P.C.
February 21, 1997
12
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
December 31, 1996
ASSETS
Current assets
Cash $ 7,138
Note receivable 37,000
-----------
Total assets $ 44,138
===========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities
Accounts payable and accrued expenses $ 395,286
Due to affiliate 15,677
-----------
Total current liabilities 410,963
-----------
Commitments and contingencies (Note 9)
Shareholders' deficiency
Common stock, $.005 par value,
50,000,000 shares authorized,
12,760,140 shares issued and
outstanding 63,801
Capital in excess of par value 1,072,812
Accumulated deficit (1,503,438)
-----------
(366,825)
-----------
Total liabilities and shareholders'
deficiency $ 44,138
===========
The accompanying notes are an integral part of these financial statements.
F-2
13
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 1995
ASSETS
Current assets
Cash $ 84,156
Accounts receivable (net of allowance
for doubtful accounts of $6,000) 21,013
Note receivable 20,000
Inventories 70,084
Prepaid expenses and other current
assets 13,819
------------
Total current assets 209,072
Equipment, furniture and leaseholds, net of
accumulated depreciation and amortization 25,011
Deposits 8,431
------------
Total assets $ 242,514
============
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities
Notes payable $ 654,900
Accounts payable and accrued expenses 1,981,066
Payments received for unissued debentures 187,000
Payments received for unissued securities 462,761
------------
Total current liabilities 3,285,727
------------
Commitments and contingencies (Note 9)
Shareholders' deficiency
Common stock, $.005 par value, 50,000,000
shares authorized, 12,760,140 shares
issued and outstanding 63,801
Capital in excess of par value 7,632,047
Accumulated deficit (10,739,061)
------------
(3,043,213)
------------
Total liabilities and shareholders'
deficiency $ 242,514
============
The accompanying notes are an integral part of these financial statements.
F-3
14
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 1996
General and administrative expenses $ 100,157
---------
Other income
Gain on sale of securities 85,000
Interest income 15,105
---------
100,105
---------
Net loss ($ 52)
=========
Loss per common share outstanding ($ .00)
=========
The accompanying notes are an integral part of these financial statements.
F-4
15
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31, 1995 and 1994
1995 1994
--------- ---------
Revenue
Sale of medical devices $ 62,506 $ 21,939
Direct expenses
Cost of sales, medical devices 41,980 17,817
--------- ---------
Gross profit 20,526 4,122
--------- ---------
Other expenses
Expenses of development stage
subsidiary
Research and development costs 20,117 5,160
Professional fees 54,697 83,451
Other development stage
expenses 451,875 322,909
--------- ---------
Total expenses of development
stage subsidiary 526,689 411,520
General and administrative
expenses 113,842 78,471
--------- ---------
Total other expenses 640,531 489,991
--------- ---------
Investment and other income 13,652 151
--------- ---------
Loss before minority interest (606,353) (485,718)
Minority interest in loss of
subsidiary 149,518 -0-
Net loss ($456,835) ($485,718)
========= =========
Loss per common share outstanding ($ .03) ($ .04)
========= =========
The accompanying notes are an integral part of these financial statements.
F-5
16
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF MINORITY INTEREST AND
CHANGES IN SHAREHOLDERS' DEFICIENCY
Minority
Interest
--------
Balance at December 31, 1993 as previously reported $ -0-
Adjustment for unconverted shares of prior IMRC
common stock(1) --------
Balance at December 31, 1993 as restated -0-
Net loss for the year --------
Balance at December 31, 1994 -0-
Issuance of preferred stock of
consolidated subsidiary 149,518
Net loss for the year (149,518)
--------
Balance at December 31, 1995 $ -0-
========
Adjustment for change in reporting entity(2)
Net loss for the year
Balance at December 31, 1996
Shareholders' Deficiency
---------------------------------------------------------------------------
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit Total
---------- ------- ---------- ----------- ----------
Balance at December 31, 1993 as previously reported 13,815,453 $69,078 $7,476,288 ( $9,796,508) ($2,251,142)
Adjustment for unconverted shares of prior IMRC (1,055,313) (5,277) 5,277
---------- ------- ---------- ----------- ----------
Balance at December 31, 1993 as restated 12,760,140 63,801 7,481,565 ( 9,796,508) ( 2,251,142)
Net loss for the year ( 485,718) ( 485,718)
---------- ------- ---------- ----------- ----------
Balance at December 31, 1994 12,760,140 63,801 7,481,565 ( 10,282,226) ( 2,736,860)
Issuance of preferred stock of
consolidated subsidiary 150,482 150,482
---------- ------- ---------- ----------- ----------
Net loss for the year 12,760,140 63,801 7,632,047 ( 10,739,061) ( 3,043,213)
( 456,835) ( 456,835)
Balance at December 31, 1995 ---------- ------- ---------- ----------- ----------
12,760,140 63,801 7,632,047 ( 10,739,061) ( 3,043,213)
Adjustment for change in reporting entity(2) (6,559,235) 9,235,675 2,676,440
Net loss for the year ( 52) ( 52)
Balance at December 31, 1996 ---------- ------- ---------- ----------- ----------
12,760,140 $63,801 $1,072,812 ($ 1,503,438) ($ 366,825)
========== ======= ========== =========== ==========
17
(1)These shares were previously confirmed by the Company's stock transfer agent,
however, it was determined in 1996 that they were unissued. The restatement had
no effect on prior years' net loss and loss per common share outstanding.
(2)The Company's ownership interest in Biosonics, Inc. was more than 50% until
September 1996. Accordingly, the accounts of Biosonics, Inc. were included in
the Company's consolidated financial statements through December 31, 1995,
however, they were not included in the Company's consolidated financial
statements in 1996.
The accompanying notes are an integral part of these financial statements.
F-6
18
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
Year Ended December 31, 1996
Cash flows from operating activities
Net loss $ (52)
---------
Adjustments to reconcile net loss to
net cash provided by operating activities
Changes in operating assets and liabilities
Prepaid expenses and other
current assets 4,968
Accounts payable and accrued
expenses 48,994
---------
53,962
---------
Net cash provided by operating activities 53,910
---------
Cash flows from investing activities
Increase in notes receivable 60,085
Advances from affiliate 40,248
---------
Net cash provided by investing activities 100,333
---------
Cash flows from financing activities
Principal payments of note payable (231,000)
---------
Net cash used in financing activities (231,000)
---------
Decrease in cash (76,757)
Cash, beginning 83,895
---------
Cash, ending $ 7,138
=========
The accompanying notes are an integral part of these financial statements.
F-7
19
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1995 and 1994
1995 1994
--------- ---------
Cash flows from operating activities
Net loss ($456,835) ($485,718)
--------- ---------
Adjustments to reconcile net loss to net
cash used in operating activities
Minority interest (149,518)
Depreciation and amortization 20,117 4,835
Decrease in allowance for
doubtful accounts (7,000)
Changes in operating assets and
liabilities
Accounts receivable (16,543) 10,161
Inventories 15,603 3,687
Prepaid expenses and other
current assets 8,901 (22,109)
Accounts payable and accrued expenses 197,718 252,203
--------- ---------
76,278 241,777
--------- ---------
Net cash used in operating activities (380,557) (243,941)
--------- ---------
Cash flows from investing activities
Capital expenditures (31,261)
Increase in note receivable (20,000)
--------- ---------
Net cash used in investing activities (31,261) (20,000)
--------- ---------
Cash flows from financing activities
Proceeds from issuance of notes payable 20,000 225,000
Increase in payments received for
unissued debentures and securities 1,600 190,161
Proceeds from issuance of subsidiary
preferred stock 300,000
--------- ---------
Net cash provided by financing activities 321,600 415,161
--------- ---------
Increase (decrease) in cash (90,218) 151,220
Cash, beginning 174,374 23,154
--------- ---------
Cash, ending $ 84,156 $ 174,374
========= =========
The accompanying notes are an integral part of these financial statements.
F-8
20
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 1996, 1995 and 1994
1. Nature of business and significant accounting policies
Business
International Management & Research Corporation (IMRC)(the Company) is a
holding Company with investments in Biosonics, Inc., a development stage
corporation involved in medical research.
Summary of significant accounting policies
Consolidation policy
During 1996, IMRC, through its wholly-owned subsidiary - IMRC Holdings,
Inc., (IMRCH), owned 110,138,930 shares or 38.26% of the common stock of
Biosonics, Inc. Accordingly, for 1996, the Company's investment is being
accounted for using the equity method (cost of $-0-, market value of
approximately $5.5 million at December 31, 1996). At December 31, 1995
and 1994, IMRC owned more than 50% of the common stock of Biosonics,
Inc. and, accordingly, Biosonics, Inc.'s financial statements were
included in the consolidated financial statements of IMRC. The 1995 and
1994 financial statements have not been restated, in accordance with
guidelines established by the United States Securities and Exchange
Commission. All intercompany balances and transactions have been
eliminated.
Stock ownership
The Company's president owns approximately 40% of the common stock of
the Company and 3% of the common stock of Biosonics, Inc.
Accounting estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
F-9
21
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
1. Nature of business and significant accounting policies
(Continued)
Cash transactions
During 1996, 1995 and 1994 IMRC acted as the disbursing and receiving
agent for all cash disbursements and receipts for Biosonics, Inc.
Inventories
Inventories are stated at the lower of cost or market. Cost is
determined by using the first-in, first-out method. The Company provides
a reserve for inventories which may become obsolete.
Equipment, furniture and leaseholds
Equipment, furniture and leaseholds are recorded at cost. Depreciation
for financial and income tax reporting purposes is provided over the
estimated useful lives of the assets using the straight-line and double
declining-balance methods.
Patent costs
Patent costs of the Company's development stage subsidiary are charged
to expense as incurred because management cannot reasonably estimate the
future periods to be benefited by such patents.
Loss per share
Loss per share was calculated based on the weighted average shares
outstanding of 12,760,140 for each of the years in the three-year period
ended December 31, 1996.
Deferred income taxes
Deferred income taxes are provided for the temporary differences between
the financial reporting basis and the tax bases of the Company's assets
and liabilities.
F-10
22
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
2. Inventories
Inventories at December 31, 1995 consist of the following:
Raw material $ 36,803
Finished goods 73,281
--------
110,084
Less reserve for obsolescence 40,000
--------
$ 70,084
========
3. Equipment, furniture and leaseholds
Equipment, furniture and leaseholds at December 31, 1995 consist of the
following:
Leasehold improvements $ 3,100
Machinery and equipment 48,745
Furniture and fixtures 202,961
--------
254,806
Less accumulated depreciation
and amortization 229,795
--------
$ 25,011
========
All of the leasehold improvements, machinery and equipment and furniture
and fixtures were owned by Biosonics, Inc.
Depreciation expense was $20,117 in 1995 and $4,835 in 1994,
respectively.
4. Due to affiliate
At December 31, 1996, due to affiliate consisted of unsecured,
non-interest bearing advances from Biosonics, Inc.
F-11
23
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
5. Notes payable
Notes payable at December 31, 1995 are summarized as follows:
Unsecured notes payable on demand to an officer of the Company and
members of his family, bearing interest at prime plus 1 1/2% per
annum (effective rate of 8%). $181,900
Two notes payable on demand, secured by inventory, bearing interest at
12% per annum on $10,000 and 11 1/2% per annum on
$25,000. 35,000
Note payable on demand bearing interest at 9 1/2% per annum, secured by
100,000,000 shares of the Company's development stage
subsidiary's common stock. 125,000
Unsecured notes payable on demand
bearing interest at 7% per annum. 220,000
Unsecured, non-interest bearing
notes payable on demand. 93,000
--------
$654,900
========
See also Note 6- "Unissued Securities".
F-12
24
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
6. Payments received for unissued debentures and securities
Payments received for unissued securities include amounts received by
IMRC for the purchase of Biosonics, Inc's. common stock which was
unissued at December 31, 1995. In 1996, all such shares were issued.
Payments received for unissued debentures and securities at December 31,
1995 are summarized as follows:
In October 1989, the Company
offered to its shareholders the
right to subscribe to 11 1/2%
convertible debentures. Interest
is accrued at 11 1/2% on these
funds (See Note 9). $187,000
Cash received for stock of
subsidiary, not yet issued (See
Note 9). 462,761
--------
$649,761
========
7. Shareholders' equity
The Company is subject to a securities restriction agreement with the
Pennsylvania Securities Commission which provides that it will not sell
any of its shares of Biosonics, Inc.'s common stock for less than $.05
per share. This restriction also applies to certain controlling
shareholders of Biosonics, Inc.
F-13
25
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
8. Income taxes
The Company and its wholly-owned subsidiary file a consolidated federal
tax return.
The Company has available at December 31, 1996, unused operating loss
carryforwards which may provide future tax benefits expiring as follows:
Year of Expiration Carryforwards
------------------ -------------
2007 $ 3,000
2008 12,000
2009 19,000
2010 40,000
-------
$74,000
=======
The tax effects of temporary differences that give rise to deferred tax
assets at December 31, 1996 and 1995 are as follows:
1996 1995
---------- ----------
Net operating loss carryforwards $ 25,000 $4,251,000
Tax credits 79,000
---------- ----------
25,000 4,330,000
Less valuation allowance 25,000 4,330,000
---------- ----------
Net deferred tax asset $-0- $-0-
========== ==========
SFAS No. 109 requires that the Company record a valuation allowance when
it is "more likely than not that some portion or all of the deferred tax
assets will not be realized." It further states that "forming a
conclusion that a valuation allowance is not needed is difficult when
there is negative evidence such as cumulative losses in recent years."
As the ultimate utilization of net operating loss carryforwards and tax
credits depends on the Company's ability to generate sufficient taxable
income in the future, the losses in recent years make it appropriate to
record a valuation allowance.
F-14
26
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
9. Commitments and contingencies
Leases
The Company leases its office from an officer of the Company under a
month-to-month operating lease with lease payments aggregating $1,784
annually. Accrued but unpaid rents related to this lease of $26,960 and
$25,176 at December 31, 1996 and 1995, respectively, are included in
accrued expenses.
Rent expense was $1,784, $35,645 and $33,773 for the years ended
December 1996, 1995 and 1994, respectively.
Liens
Included in accounts and notes payable are liabilities for which certain
vendors and officers have secured liens against substantially all of the
Company's assets.
Legal matters
Convertible debenture offering
In 1989 Biosonics, Inc. raised $207,000 through a public offering of its
11 1/2% convertible debentures. The Company terminated the offering
prior to completion. Debentures were not returned to the investors with
the exception of $4,000. Biosonics did offer investors the right to
convert amounts paid for the unissued debentures into the Company's
common stock and $16,000 of said amount was converted into 1,180,000
shares of common stock.
F-15
27
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
9. Commitments and contingencies (Continued)
Legal matters (Continued)
Unissued securities
During 1993 and 1994, IMRC borrowed an aggregate of $335,000, $120,000
of which was pursuant to loans that were convertible into Biosonics
common stock owned by IMRCH, at $.01 and $.02 per share. With respect to
$215,000 of the loans, IMRCH agreed to issue to the lenders 3,000,000
shares of Biosonics common stock owned by IMRCH. These shares were
issued by IMRCH in 1996. In addition, during 1994, IMRCH raised $190,161
through the sale of Biosonics common stock owned by IMRCH at a range of
$.02 to $.05 per share. In 1996, Biosonics assumed the obligations of
the IMRC loans totaling $335,000. In addition, Biosonics assumed IMRC's
obligation in connection with the $190,161 raised by IMRC for the sale
of Biosonics stock. Biosonics also assumed $68,207 in loans and accrued
interest owed to family members of the Company's president by IMRC.
These obligations were then settled by Biosonics through the conversion
of these liabilities into 15,368,820 shares of Biosonics common stock.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires officers,
directors and entities owning more than ten percent of a company's
common stock to file reports of changes in ownership with the SEC and to
provide the company with copies of such forms.
IMRCH may have been required to file and has not filed required forms
reporting the transactions relating to Biosonics common stock described
above.
Other matters
IMRC has an agreement with Biosonics, Inc. in which Biosonics has the
right of first refusal on any proposal for acquisitions in the health
care industry.
F-16
28
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
10. Supplemental disclosure of cash flow information
Year Ended December 31,
-----------------------------------------
1996 1995 1994
------- ------- -------
Cash paid for
Interest $61,869 $25,070 $28,544
======= ======= =======
Supplemental schedule of noncash financing activities
In 1996, the Company forgave notes and accrued interest
receivable from Biosonics, Inc. totalling $379,968 in exchange
for Biosonics, Inc. assuming liabilities of the Company.
11. Interest expense
Interest expense for the years ended December 1996, 1995, and 1994 was
$46,153, $99,490, and $52,279, respectively.
12. Transactions in stock of Biosonics, Inc.
During 1996, IMRCH converted its Series B preferred stock of Biosonics,
Inc. into 7,000,000 shares of common stock of Biosonics, Inc. Also,
IMRCH recorded a gain of $85,000 on the transfer of 550,000 shares of
its Biosonics common stock to consultants who had provided services to
Biosonics, Inc.
During 1993 and 1994, IMRC borrowed an aggregate of $335,000, $120,000
of which was pursuant to loans that were convertible into Biosonics
common stock owned by IMRCH, at $.01 and $.02 per share. With respect to
$215,000 of the loans, IMRCH agreed to issue to the lenders 3,000,000
shares of Biosonics common stock owned by IMRCH. These shares were
issued by IMRCH in 1996. In addition, during 1994, IMRCH raised $190,161
through the sale of Biosonics common stock owned by IMRCH at a range of
$.02 to $.05 per share. In 1996, Biosonics assumed the obligations of
the IMRC loans totaling $335,000. In addition, Biosonics assumed IMRC's
obligation in connection with the $190,161 raised by IMRC for the sale
of Biosonics stock. Biosonics also assumed $68,207 in loans and accrued
interest owed to family members of the Company's president by IMRC.
These obligations were then settled by Biosonics through the conversion
of these liabilities into 15,368,820 shares of Biosonics common stock.
F-17
29
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
13. Segment information
As discussed in Note 1, in 1995 and 1994, the Company operated
principally in one business segment in the United States, medical
research. Identifiable information is as follows:
Medical Research Other Corporate Activities
1995 1994 1995 1994
-------- -------- -------- ------
Revenues $ 62,506 $ 21,939 - -
Net loss ($521,735) ($422,591) ($ 84,618) ($ 63,127)
Total assets $133,650 $119,445 $108,864 $210,104
Depreciation and
amortization $ 20,117 $ 4,835 - -
Capital
expenditures $ 31,261 - - -
14. Investment in Biosonics, Inc.
Summarized financial information for this affiliate in 1996 are as
follows:
Earnings data
Net sales $ 40,774
Gross profit 10,566
Net loss (701,867)
Balance sheet data
Current assets $ 72,752
Noncurrent assets 23,438
Current liabilities 2,222,779
Equity (2,126,589)
F-18
30
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
14. Investment in Biosonics, Inc. (Continued)
Summarized financial data for the Company for 1995 and 1994, restated to
retroactively reflect the use of the equity method for this subsidiary,
are as follows:
Earnings data
1995
Net sales $ -0-
Net loss (84,618)
1994
Net sales -0-
Net loss (63,128)
Balance sheet data for 1995
Current assets $ 590,487
Noncurrent assets -0-
Current liabilities 957,260
Equity (366,773)
15. Quarterly results (Unaudited)
Net
Gross Net Loss
Profit Income Per
Sales (Loss) Loss Share
------- ------- -------- ----
1996 - 1st Quarter ($ 17,998) ($.00)
2nd Quarter ( 13,285) ( .00)
3rd Quarter 44,231 .00
4th Quarter ( 13,000) ( .00)
-------- ----
Total ($ 52) ($.00)
======== ====
1995 - 1st Quarter $10,595 $ 3,618 ($193,211) ($.01)
2nd Quarter 11,931 3,833 ( 147,352) ( .01)
3rd Quarter 23,190 5,168 ( 60,128) ( .01)
4th Quarter 16,790 7,907 ( 56,144) ( .00)
------- ------- -------- ----
Total $62,506 $20,526 ($456,835) ($.03)
======= ======= ======== ====
1994 - 1st Quarter $ 4,636 $ 4,592 ($ 82,710) ($.00)
2nd Quarter 6,680 ( 581) ( 85,240) ( .01)
3rd Quarter 5,248 ( 1,979) ( 98,199) ( .01)
4th Quarter 5,375 2,090 ( 219,569) ( .02)
-------- ------- -------- ----
Total $ 21,939 $ 4,122 ($485,718) ($.04)
======== ======= ======== ====
F-19
31
INTERNATIONAL MANAGEMENT & RESEARCH CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1996, 1995 and 1994
15. Quarterly results (Unaudited)(Continued)
The following is a reconciliation of 1996 quarterly results (unaudited)
as originally reported in the Company's 1996 Form 10-Q filings adjusted
for the restatement of sales, costs of goods sold, and net income (loss)
due to the change in the reporting entity, discontinuing consolidation
of Biosonics, Inc. when IMRCH's ownership of Biosonics Inc.'s common
stock decreased to under 50% in the third quarter. Also, the gain on
IMRCH's disposition of Biosonics' Inc. common stock in the third quarter
was, as originally reported, understated.
Originally As
reported Adjustment Adjusted
---------- ---------- --------
1996 - 3rd Quarter
Sales $ 5,786 ($5,786) $ -0-
Gross profit (1,164) 1,164 -0-
Net income (loss) (365,477) 409,708 44,231
Net income (loss)
per share (.03) .03 .00
The Company filed an amended Form 10-Q for the quarter ended September
30, 1996 concurrent with its annual Form 10-K filing for the year ended
December 31, 1996.
F-20