1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB /X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1995 / / Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File No. 0-10005 BIOCHEM INTERNATIONAL INC. A DELAWARE CORPORATION IRS EMPLOYER IDENTIFICATION NO. 39-1272816 Address Telephone Number W238 N1650 Rockwood Drive (414) 542-3100 Waukesha, WI 53188-1199 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 / / The number of shares outstanding of the Company's Common Stock, par value $.02, on September 30, 1995 was 13,086,284. Page 1 of 8 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS BIOCHEM INTERNATIONAL INC. BALANCE SHEETS (UNAUDITED) September 30 June 30 1995 1995 ----------------- ------------- ASSETS Current Assets: Cash and equivalents $ 4,478,901 $ 2,628,445 Accounts receivable, less $116,653 and $100,000 allowance for doubtful accounts, respectively 3,704,669 3,751,377 Inventories 2,964,371 2,686,501 Deferred income taxes 795,425 1,470,000 Prepaid expenses 34,438 43,538 ----------- ----------- Total Current Assets 11,977,804 10,579,861 Deferred income taxes 180,000 180,000 Property, plant and equipment, net 1,422,403 1,437,690 Related party receivable 101,828 101,828 Other 5,483 5,483 ----------- ----------- Total Assets $13,687,518 $12,304,862 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable, trade $ 1,801,812 $ 1,463,067 Accrued liabilities: Salaries, wages and commissions 411,093 502,055 Other 188,865 226,413 ----------- ----------- Total current liabilities 2,401,770 2,191,535 Stockholders' equity: Common Stock, $.02 par value 261,726 261,666 Additional Paid-in Capital 11,699,348 11,698,173 Retained Deficit (675,325) (1,846,512) ----------- ----------- Total Stockholders' Equity 11,285,749 10,113,327 ----------- ----------- Total liabilities and stockholders' equity $13,687,518 $12,304,862 =========== =========== The accompanying notes are an integral part of these financial statements. Page 2 of 8 3 BIOCHEM INTERNATIONAL INC. STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ended September 30 1995 1994 ------------ ------------ Revenues: Net sales $ 6,678,377 $ 5,953,784 Other income 85,487 27,702 ------------ ------------ Total Revenues 6,763,864 5,981,486 Costs and Expenses: Cost of goods sold 2,915,969 2,672,025 Selling, general and administrative 1,711,576 1,367,359 Engineering, research and development 279,732 160,015 Interest -- 51,686 ------------ ------------ Total Costs and Expenses 4,907,277 4,251,085 ------------ ------------ Income before income tax expense $ 1,856,587 $ 1,730,401 Income tax expense: Current 10,825 10,025 Deferred 674,575 670,800 ----------- ------------ Net Income $ 1,171,187 $ 1,049,576 ============ ============ Net Income per Common Share $ .09 $ .08 ===== ===== Weighted Average Number of Common Shares Outstanding 13,086,284 13,083,284 ========== ========== The accompanying notes are an integral part of these financial statements. Page 3 of 8 4 BIOCHEM INTERNATIONAL INC. STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended September 30 1995 1994 ---- ---- Cash flows from operating activities: Net income $ 1,171,187 $ 1,049,576 Adjustments to reconcile net cash provided by operating activities: Deferred interest -- 51,686 Depreciation 74,900 40,662 Deferred income taxes 674,575 670,800 Change in assets and liabilities: Accounts receivable 46,708 (114,281) Inventories (277,870) (24,779) Prepaid expenses and other 9,100 3,284 Accounts payable and accrued liabilities 210,235 (694,523) ------------ ------------ Net cash provided by operating activities 1,908,835 982,425 ------------ ------------ Cash flows from investing activities: Property, plant and equipment additions (59,614) (52,645) ------------ ------------ Cash flows from financing activities: Issuance of common stock 1,235 2,500 ------------ ------------ Net increase in cash and equivalents 1,850,456 932,280 Cash and equivalents: Beginning of period 2,628,445 1,756,578 ------------ ------------ End of period $ 4,478,901 $ 2,688,858 ============ ============ Supplemental disclosures of cash flow information: Cash paid during the period for interest $ -- $ -- ======= ======== Cash paid during the period for income taxes $10,825 $ 10,025 ======= ======== The accompanying notes are an integral part of these financial statements. Page 4 of 8 5 BIOCHEM INTERNATIONAL INC. NOTES TO FINANCIAL STATEMENTS 1. The accompanying unaudited financial statements should be read in conjunction with the Company's 1995 Annual Report on Form 10-KSB. In the opinion of management, all adjustments necessary to a fair statement of operations and financial position of the Company have been included in the accompanying statements of operations and balance sheets. All adjustments made to the interim financial statements were of a normal, recurring nature. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. 2. Inventories are comprised of: September 30 June 30 1995 1995 ---- ---- Finished goods $ 200,521 $ 311,751 Loaner and demonstration 915,681 804,708 Work in process 818,872 644,977 Purchased material 1,029,297 925,065 ------------ ------------ $ 2,964,371 $ 2,686,501 ============ ============ 3. Property, plant and equipment consists of the following: September 30 June 30 1995 1995 ---- ---- Land $ 88,200 $ 88,200 Building 724,699 724,699 Leasehold improvements 126,841 126,841 Machinery and equipment 1,170,481 1,110,868 Office furniture and equipment 207,993 207,993 ------------ ------------ 2,318,214 2,258,601 Less accumulated depreciation 895,811 820,911 ------------ ------------ $ 1,422,403 $ 1,437,690 ============ ============ 4. Net Income Per Share: Net income per common and common equivalent share is computed based on the weighted average common shares outstanding, including common stock equivalents. Page 5 of 8 6 BIOCHEM INTERNATIONAL INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition Working capital at September 30, 1995 was $9,756,000 as compared to $8,388,000 at June 30, 1995. The increase in working capital is primarily a function of the cash flow from operating activities. The cash and equivalents balance has increased due to the positive cash flows the company experienced during the first three months of fiscal 1996. Company management believes that sales revenues to be generated by current products and anticipated new product introductions, and financing arrangements currently in place will be sufficient to meet future cash needs. Results of Operations Net sales for the three-month period ended September 30, 1995 increased 12% over the corresponding prior year period. This increase results from an increase in sales to both our domestic customers and our OEM customers. The increase in the domestic market is primarily due to continued sales of our handheld pulse oximeter. This oximeter continues to be very well received in the marketplace, and has allowed us to enter some domestic markets, such as emergency medicine, which we did not serve in the past. The handheld pulse oximeter sales to the OEM customers, both domestic and international, are also strong, and account for the balance of the increase in sales. Other income for the three-month period ended September 30, 1995 consists primarily of interest income. Cost of goods sold as a percentage of net sales was approximately 43.7% during the three-month period ended September 30, 1995 compared to 44.9% for the corresponding period ended September 30, 1994. This fluctuation is attributable primarily to decreased raw material costs. Selling, general and administrative expenses were 25.6% of net sales in the three-month period ending September 30, 1995 compared to 23.0% during the same period of the prior year. The increase was primarily incurred in the sales & marketing and domestic sales departments. We have increased staffing in our domestic sales departments, adding two new sales territories in fiscal 1996, to support and improve the above mentioned increase in sales. Additionally, BCI has been spending more on its marketing efforts, to better promote both our name and our products. The increase in engineering, research and development expenditures noted during the three-month period ended September 30, 1995 of 74.8% when compared to the similar period in the prior year reflects increases in expenses related to payroll, outside consultants and miscellaneous project expenses. The increase in payroll expenses is the result of additional staffing when comparing the first quarter of fiscal 1996 to the same period in fiscal 1995. BCI has also increased spending on new product development and we have increased the use of outside consultants. Page 6 of 8 7 There was no interest expense in the three-month period ended September 30, 1995. The long-term debt and related accrued interest were paid off in full during the third quarter of fiscal 1995. In fiscal 1994, BCI International adopted the provisions of SFAS 109, "Accounting for Income Taxes", which required our booking of a deferred tax asset. SFAS 109 is an accounting regulation promulgated by the Financial Accounting Standards Board (FASB), an accounting board that sets standards for uniformity of accounting reports issued by businesses. The deferred tax asset and related effect on profits was determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the years in which the differences are expected to reverse. BCI's asset is based primarily on the projected future value of its net operating loss (NOL) carryforward. In the current year, this deferred tax asset is being amortized monthly, based on projected utilization of its NOL. During the three-month period ending September 30, 1995, deferred income tax expense was recognized in the amount of $674,575. All other costs and expenses of the Company remained relatively constant when comparing the first three months of fiscal 1996 to that of fiscal 1995. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (b) The following Form 8-K was filed with the Commission during the quarter ended September 30. 1995: (1) Form 8-K dated July 25, 1995: Item 5. Other Events: The Company announced termination of negotiations for the proposed acquisition of the company by John McDonough Page 7 of 8 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. Dated: November 9, 1995 By ----------------------------- David H. Sanders Chairman of the Board and Chief Executive Officer Dated: November 9, 1995 By ----------------------------- Frank A. Katarow President and Chief Operating Officer Dated: November 9, 1995 By ----------------------------- Ann M. Johnson Vice President of Finance and Operations Page 8 of 8