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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-QSB
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[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period 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 __________
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Commission file number 1-8311
SOURCE SCIENTIFIC, INC.
(Exact name of small business issuer as specified in its charter)
California 95-2943936
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
7390 Lincoln Way, Garden Grove, California 92641
(Address of principal executive offices) (Zip Code)
(714)898-9001
Issuer's telephone number
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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 __.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No __.
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of February 14, 1997:
34,863,879
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Transitional Small Business Disclosure Format (Check one): Yes __ No X .
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<PAGE>
ITEM 1. Financial Statements:
SOURCE SCIENTIFIC, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31, 1996 and June 30, 1996
DECEMBER 31, 1996 JUNE 30, 1996
Current Assets:
Cash and cash equivalents $ 44,000 $ 162,000
Accounts receivable, net 313,000 791,000
Inventories 1,078,000 1,263,000
Other current assets 201,000 215,000
--------- ---------
Total current assets 1,636,000 2,431,000
Property and equipment, net 65,000 72,000
Excess of cost over fair value of net
assets acquired, less accumulated
amortization of $27,000 (September,
1996); $24,000 (June, 1996) 60,000 66,000
Other assets, net 46,000 52,000
--------- ---------
Total assets $1,807,000 $2,621,000
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 458,000 $ 691,000
Accrued expenses 161,000 239,000
Notes payable, current portion 302,000 228,000
Deferred rent, current portion 36,000 36,000
--------- ---------
Total current liabilities 957,000 1,194,000
Convertible debentures 629,000 629,000
Deferred rent __222,000 230,000
--------- ---------
Total liabilities 1,808,000 2,053,000
--------- ---------
Shareholders' equity:
Common stock; no par value, authorized
75,000,000 shares; 20,236,919 and
20,152,919 shares issued and out-
standing at December 31, 1996 and
June 30, 1996, respectively 20,768,000 20,754,000
Accumulated deficit (20,607,000) (20,024,000)
Shareholder notes receivable (162,000) (162,000)
--------- ---------
Total shareholders' equity (1,000) 568,000
--------- ---------
Total liabilities and
shareholders' equity $1,807,000 $2,621,000
========= =========
(See notes to consolidated financial statements.)
<PAGE>
SOURCE SCIENTIFIC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended December 31, 1996 and December 31, 1995
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six months Ended
December 31 December 31
---------------------- -----------------------
1996 1995 1996 1995
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Product sales $ 390,000 $735,000 $ 1,223,000 $1,333,000
Research contract sales 37,000 17,000 42,000 34,000
Service contract sales 330,000 369,000 615,000 857,000
------- --------- --------- ---------
Total net sales 757,000 1,121,000 1,880,000 2,224,000
------- --------- --------- ---------
Cost of product sales 320,000 483,000 987,000 938,000
Cost of research contract sales 22,000 8,000 24,000 16,000
Cost of service contract sales 223,000 210,000 391,000 434,000
------- --------- --------- ---------
Total cost of sales 565,000 701,000 1,402,000 1,388,000
------- --------- --------- ---------
Gross profit 192,000 420,000 478,000 836,000
Selling, general and administrative 329,000 332,000 640,000 630,000
Research and development 185,000 208,000 375,000 406,000
------- --------- --------- ---------
Operating income (loss) (322,000) (120,000) (537,000) (200,000)
------- --------- --------- ---------
Interest, net (31,000) 10,000 (42,000) 11,000
------- --------- --------- ---------
Net (loss) ($353,000) ($130,000) ($579,000) ($211,000)
======== ======== ======== ========
Per common share net (loss) ($0.02) ($0.01) ($0.01) ($0.01)
===== ===== ===== =====
Weighted average number of
common shares outstanding 20,220,435 15,401,000 20,220,435 15,401,000
========== ========== ========== ==========
</TABLE>
(See notes to consolidated financial statements.)
<PAGE>
SOURCE SCIENTIFIC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended December 31, 1996 and December 31, 1995
(UNAUDITED)
Six months Ended
December 31
--------------------------------
1996 1995
-------- --------
Cash flows from operating activities
Net income (loss) ($579,000) ($212,000)
-------- --------
Adjustments to reconcile income to
net cash used in operating activities
Depreciation and amortization 22,000 63,000
Effect on cash of changes in operating
assets and liabilities
Accounts receivable 478,000 147,000
Inventories 185,000 (110,000)
Other current assets and other assets 20,000 (3,000)
Accounts payable and accrued expenses (315,000) 76,000
Other liabilities 0 35,000
Deferred rent (8,000) (20,000)
------- -------
Total adjustments 381,000 188,000
------- -------
Net cash used in operating
activities (197,000) (24,000)
------- -------
Cash flows from investing activities:
Capital expenditures (9,000) 0
------- -------
Net cash used in investing
activities (9,000) 0
------- -------
Cash flows from financing activities:
Change in Redeemable Series C
Preferred Stock 0 3,000
Change in common stock 14,000 117,000
Proceeds from notes 74,000 0
Payments or cancellation of notes 0 (127,000)
------- -------
Net cash provided by financing
activities 88,000 (7,000)
------- -------
Net increase (decrease) in cash and
cash equivalents (118,000) (31,000)
Cash and cash equivalents at beginning
of period 162,000 35,000
------- -------
Cash and cash equivalents at end of period $44,000 $4,000
====== =====
Non Cash Transactions
During the six months ended December 31, 1996, options with a value of
$11,760 were exercised.
(See notes to consolidated financial statements.)
<PAGE>
SOURCE SCIENTIFIC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED DECEMBER 31, 1996 AND 1995
NOTE 1 - INTERIM ACCOUNTING POLICY
The accompanying consolidated financial statements are unaudited, but in
the opinion of the Management of Source Scientific, Inc. and its subsidiaries
(the "Company"), such unaudited statements include all adjustments consisting of
normal recurring accruals necessary for a fair presentation of the financial
position of the Company and its consolidated subsidiaries as of December 31,
1996, and the results of operations and changes in cash flow for the three-month
and six-month periods ended December 31, 1996, and December 31, 1995. Although
the Company believes that the disclosures in these financial statements are
adequate to make the information presented not misleading, certain information
normally included in financial statements prepared in accordance with generally
accepted accounting principles has been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission. The results of
operations for the three-month and six-month periods ended December 31, 1996 are
not necessarily indicative of the results to be expected for the full year.
NOTE 2 - PER COMMON SHARE AMOUNTS
Per common share amounts are determined by dividing the weighted average number
of common shares outstanding during the period by the relevant net loss. Fully
diluted per share information is not included in this Report, as the effect
would be anti-dilutive for the periods presented.
NOTE 3 -INVENTORIES:
Inventories are summarized as follows:
December 31, June 30,
1996 1996
------------ ----------
Raw materials $ 828,000 $ 860,000
Work in process 151,000 322,000
Finished goods 99,000 71,000
--------- ---------
Net inventories $1,078,000 $1,263,000
========= =========
NOTE 4. NOTES PAYABLE:
Notes Payable consist of the following: December 31, June 30,
1996 1996
------------ ----------
Note payable in the original principal
amount of $180,000 dated September, 1995,
to Biopool International ("Biopool"), bearing
interest at 7% per annum until March 1996, at
which time the rate increased to 8% per annum,
unsecured, principal payments of $20,000 on
each 15th day of the months July through
November 1996; with a final principal payment
of $30,000 together with interest of $6,034,
due on December 15, 1996 (the "Biopool Note").
On October 22, 1996, the Company paid the
remaining principal balance and accrued interest
in the amount of $75,589. $ 0 $ 130,000
Note payable dated October 10, 1996, secured by
accounts receivable, to Concord Growth
Corporation, ("Concord")bearing interest
at the initial rate of 11.0% $107,000 $ 0
Accommodation Note payable dated October 10,
1996, secured by inventory, to Concord,
bearing interest at the initial rate of 11.0% $151,000 $ 0
<PAGE>
Notes payable, unsecured, non-interest bearing
and interest bearing at rates up to 10% per
annum, with due dates ranging from July 1996
to April 1997, certain of which are past due
and are in technical default. 44,000 98,000
--------- ---------
$ 302,000 $ 228,000
======== ========
NOTE 5. CONVERTIBLE DEBENTURES:
Convertible Debentures consist of the following:
December 31, June 30,
1996 1996
----------- ----------
Convertible debentures, interest at 12% per annum
payable annually, principal due on January 31,
1998, payable to nine individuals unrelated to
the Company and one individual owning more than
10% of the Company's common stock, who is not an
officer or director, convertible at any time
into shares of the Company's common stock at
the conversion price of $0.05 per share, with
warrants attached to purchase one share of the
Company's common stock at $0.25 per share. $ 629,000 $ 629,000
======== ========
The Debentures were converted to equity on
February 1, 1997. (See "Subsequent Events".)
ITEM 2. Management's Discussion and Analysis of Operations
and Results of Operations
Results of Operations
Comparison of 1996 to 1995, 3-month and 6-month periods ended December 31
The following table shows the changes in operations between the 3-month and
6-month periods ended December 31, 1995 and December 31, 1996. During the second
quarter ended December 31, 1996, sales declined by approximately 32.5% compared
to the second quarter ended December 31, 1995. Sales also declined for the
6-month period ended December 31, 1996, by approximately 15.5% compared to the
6-month period ended December 31, 1995. For both the 3-month and 6-month
periods, revenues declined due to delayed renewals of several manufacturing
contracts and extended commencement dates for product service contracts with two
major customers. The total back log of services and products were $2.7 million
at December 31, 1995. During the period from 10/10/96 through 2/11/97, the
Company generated sales orders of approximately $2.4 million, which increased
the backlog to over $3 million as of February 3, 1997.
<TABLE>
<CAPTION>
3 MONTHS ENDED 3 MONTHS ENDED CHANGE FROM
DECEMBER 31, 1995 DECEMBER 31, 1996 DEC. 1995 TO DEC. 1996
----------------------- --------------------- ----------------------
(000's) % of (000's) % of (000's) %
Amount Sales Amount Sales Amount Change
----------------------- --------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $1,121 100.0 $ 757 100.0 ($364) -32.5
Cost of goods sold 701 62.5 565 74.6 (136) -19.4
----- ----- ---- ----- ---- -----
Gross profit 420 37.5 192 25.4 (228) -54.3
----- ----- ---- ----- ---- -----
Selling, general and administration 332 29.6 334 44.1 2 0.6
Research and development 208 18.6 185 24.4 (23) -11.1
----- ----- ---- ----- ---- -----
Total operating expenses 540 48.2 519 68.6 (21) -3.9
----- ----- ---- ----- ---- -----
Operating income (loss) (120) -10.7 (327) -43.2 (207) -172.5
Interest, net 10 0.9 26 3.4 16 160.0
----- ----- ---- ----- ---- -----
Net income (loss) ($130) -11.6 ($353) -46.6 ($223) 171.5
===== ===== ==== ===== ====
<PAGE>
6 MONTHS ENDED 6 MONTHS ENDED CHANGE FROM
DECEMBER 31, 1995 DECEMBER 31, 1996 DEC. 1995 TO DEC. 1996
----------------------- --------------------- ----------------------
(000's) % of (000's) % of (000's) %
Amount Sales Amount Sales Amount Change
----------------------- --------------------- -----------------------------
Net sales $2,224 100.0 1,880 100.0 ($344) -15.5
Cost of goods sold 1,388 62.4 1,402 74.6 14 1.0
----- ----- ---- ----- ---- -----
Gross profit 836 37.6 478 25.4 (358) -42.8
----- ----- ---- ----- ---- -----
Selling, general and administration 630 28.3 645 34.3 15 2.4
Research and development 406 18.3 375 19.9 (31) -7.6
----- ----- ---- ----- ---- -----
Total operating expenses 1,036 46.6 1,020 54.3 (16) -1.5
----- ----- ---- ----- ---- -----
Operating income (loss) (200) -9.0 (542) -28.8 (342) 171.0
Interest, net 11 0.5 37 2.0 26 236.4
----- ----- ---- ----- ---- -----
Net income (loss) $211) -9.5 ($579) -30.8 ($368) -174.4
===== ===== ==== ===== ====
</TABLE>
Net Revenues. Net revenues decreased by 32.5% during the quarter ended December
31, 1996 compared to the quarter ended December 31, 1995. Revenues also declined
by 15.5% for the six-month period ended December 31, 1996 compared to the
six-month period ended December 31, 1995. At the date of this Report, the
recently obtained sales orders and resulting increase in the current backlog
will commence generating revenues for the Company in the third and fourth fiscal
quarters, although there can be no assurance that overall revenues will result
in profitability for any specific quarter. On an ongoing basis, the Company has
an average of 20 quotes submitted to potential customers to provide research and
development, manufacturing and product service contracts, although there is no
assurance such contracts will be awarded to the Company, or that in the event
any such contracts are awarded, sufficient economic value will be realized to
make a significant difference in the Company's profitability.
Cost of Revenues. The increase of cost of revenues as a percentage of revenues
for the three-month period ending December 31, 1996, to 74.6%, compared to 62.5%
for the three-month period ending December 31, 1995, was due to delayed
commencement dates of new and renewal service and manufacturing contracts. The
increase of cost of revenues as a percentage of revenues for the six-month
period ending December 31, 1996, to 74.6%, compared to 62.4% for the six-month
period ending December 31, 1995, was due to a large portion of raw materials and
finished goods of the Alton Subsidiary's Lamda product line sold at standard
cost as part of a settlement agreement with a previous customer; and due to the
lower sales volume and a less profitable mix of products shipped and services
provided by the Source Subsidiary, resulting in under-absorption of
manufacturing overhead. Because average profit margins are greater on service
contract revenues than on sales of manufactured products, the overall cost of
goods sold for the quarter ended December 31, 1996, reflects an overall higher
cost associated with the types of manufactured products sold during the period.
Operating Expenses. Total operating expenses increased as a percentage of
revenues from 48.2% for the three month period ended December 31, 1995, to 68.6%
for the three month period ended December 31, 1996, and from 46.6% for the six
month period ended December 31, 1995, to 54.3% for the six month period ended
December 31, 1996. Research and development costs for the six month period ended
December 31, 1996, reflect costs to develop the Company's new product,
PlateMate[TM]. Of the three major clinical chemistry trade shows and exhibits
attended by the Company in the calendar year 1996, expenses for the two largest
exhibits were incurred early in the six month period ended December 31, 1996. In
addition, international travel related to major new business contributed to the
higher costs.
Interest Expense. Interest costs increased in the three and six month periods
ended December 31, 1996, compared to the same period last year due to the
utilization of the new credit facility provided by Concord effective in October
1996.
<PAGE>
Liquidity and Capital Resources and Plan of Operation
The Company significantly improved its liquidity during the fiscal year
ended June 30, 1996, due to convertible debentures issued by the Company in the
aggregate amount of $629,000. Consistent with the repayment terms of the
debentures, such amounts were considered long-term in the three and six month
periods ended December 31, 1996. From January 31, 1997 through February 12,
1997, the debentures were converted to shares of common stock of the Company.
(See "Subsequent Events".) Management continues to seek improvement of the
Company's liquidity by: (i) restructuring old trade payables; (ii) offering
discounts in exchange for progress payments; and (iii) negotiating facility cost
reductions with a suitable tenant, or sub-leasing a portion of its space. The
Company's Management continues to seek other cost reductions to enhance its
operating income, although there can be no assurance that the Company will be
successful in reducing costs through any of its intended methods for achieving
improvements of the Company's liquidity.
The Company's working capital decreased from $1,237,000 at June 30, 1996,
to approximately $ 679,000 at December 31, 1996. The Company requires additional
operating capital for its current operations. (See "Subsequent Events".)
On October 10, 1996, the Company secured a line of credit with Concord at
an initial variable interest rate of prime plus 2.75% for borrowings up to
$1,000,000 based on 80% of the eligible accounts receivable. As of December 31,
1996, the Company had borrowed and aggregate of $259,000 against the line of
credit and the Accommonmodation Note. Such funds were used to pay the balance of
the principal and accrued interest of $75,589 on a promissory note due on March
28, 1996 (the "Biopool Note"), and provide operating capital.
Pursuant to the terms and conditions of the 1996 A Debentures and 1996 B
Debentures, their conversion price was adjusted downward from $0.053 and $0.08,
respectively, to $0.05 per share of common stock issuable upon such conversion.
The adjustment was due to the Company's inability to sustain profitability for
the two consecutive quarters ended June 30 and September 30, 1996. On January
31, 1997, the debentures plus accrued interest to January 31, 1997, were
converted to shares of common stock of the Company. (See "Subsequent Events".)
The Company has continued its cost containment plan which included a
further reduction in its workforce and a combination of certain job functions in
the six month period ended December 31, 1996 and up to the date of this Report.
The Company is seeking a sub-lease tenant for unoccupied space in the Company's
facility although there can be no assurance the Company will be successful in
acquiring a sub-tenant suitable under the conditions of a sub-lease which
includes acceptance by the owners and property managers of the facility.
The Company did not have any material commitments for capital expenditures
as of December 31, 1996, or as of the date of this Report. The Company has no
long term committments other than an annual lease obligaton of between $247,104
and $389,520 for its facility thorugh January 31, 2002.
PART II -- OTHER INFORMATION
ITEM 5. Subsequent Events
As reported in the Company's Report on Form 10-QSB for the period ended
September 30, 1996, the Company was undertaking the registration on Form SB-2
(the "Registration") of certain of the Company's unregistered securities and
Common Stock underlying the Company's debentures and warrants outstanding. Due
to the Company's financial condition at December 31, 1996, the Company's
management decided to postpone the registration of securities.
In December 1996, the Company was given an extension of time to January 31,
1997, to correct certain of the Company's deficiencies pursuant to the listing
requirements of Boston Stock Exchange (the "Exchange"). The Company's stock has
been traded on the Exchange since 1989. Due to the Company's financial results
as reported on Form 10-QSB for the period ended September 30, 1996, the Exchange
notified the Company of its deficiency in shareholder equity, market value of
the public float, and the required registration of additional shares of common
stock with the Exchange. The Company has been unable to correct the
deficiencies, and on February 4, 1997, the Exchange notified the Company of its
application to remove the common stock of Source Scientific, Inc. from listing
and registration, to be effective February 27, 1997. Trading of the Company's
securities on the Exchange was suspended at the close of business on January 31,
1997. At the date of this Report, the Company's common stock is continues to be
quoted on the Electronic Bulletin Board.
On January 22, 1997, the Company obtained a second Accommodation Note from
Concord, in the amount of $50,000, bearing interest at 11%, secured by
inventory.
From January 31, 1997, through February 12, 1997, the 1996 A Debentures and
1996 B Debentures in the aggregate of $629,000, plus accrued interest to January
31, 1997, were converted at $0.05 per share into an aggregate of 13,997,960
shares of Common Stock of the Company. In accordance with an agreement dated
February 1996, with First Equity Capital Securities, Inc. ("First Equity"),
relating to the sale and conversion of such debentures, a finder's fee in the
form of 629,000 shares of common stock was issued to two principals of First
Equity.
On February 4, 1997, the Company entered into a non-binding letter of
intent with Boston Biomedica, Inc. for the purchase of all assets and business
and selected liabilities of the Company, subject to shareholder approval.
Pursuant to the letter of intent, an Asset Purchase Agreement is expected to be
signed by the parties on February 21, 1997, although there can be no assurance
that the Asset Purchase Agreement will be executed on the specified date, if at
all. The Closing Date is expected to be no later than April 30, 1997, although
there can be no assurance that the due diligence process as specified in the
Agreement, including shareholder approval, will be favorably concluded by that
date, if at all.
On February 6, 1997, the Company received a loan from Boston Biomedica,
Inc. in the amount of $500,000 in the form of a Demand Note at the interest rate
of 15% per annum, for operating capital. The proceeds of the loan were partially
used to repay the Company's Accommodation Notes in the aggregate of $200,000 to
Concord Growth, and to pay delinquent rent due.
ITEM 6. Exhibits and representation on Form 8K
(a) Exhibits:
EX-10.34 Loan and security agreements between the Company and
Boston Biomedica, Inc.
EX-20.1 Application to the Securities and Exchange Commiss-
ion from Boston Stock Exchange regarding withdrawal
from listing and registration of the Company's
Common Stock.
EX-27 Financial Data Schedule (included in the transmittal
of EDGAR document to the Securities and Exchange
Commission)
EX-99.1 News Release dated February 10, 1997, regarding
the letter of intent by and between the Company and
Boston Biomedica, Inc.
(b) Reports:
None
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this Report to be signed on its behalf by the undersigned, thereto duly
authorized.
SOURCE SCIENTIFIC, INC.
By: /S/RICHARD A. SULLIVAN
-------------------------
Date: 02-14-97 Richard A. Sullivan
President and Chief
Executive Officer
By: /S/MOKHTAR A. SHAWKY
-------------------------
Date: 02-14-97 Mokhtar A. Shawky
Chief Financial Officer
BUSINESS LOAN AND SECURITY/SUBORDINATION AGREEMENT
$500,000 February 4, 1997
1. PREAMBLE. Business Term Loan and Security/Subordination Agreement by and
between Source Scientific, Inc., a California corporation with its principal
place of business at 7390 Lincoln Way, Garden Grove, California 92641
("Borrower"), Boston Biomedica, Inc., a Massachusetts corporation with its
principal place of business at 375 West Street, West Bridgewater, Massachusetts,
02379 ("Lender"), Concord Growth Corporation, a California corporation with its
principal place of business at 1170 East Meadow Drive, Palo Alto, California
94303 (the "Subordinated Creditor") with respect to (i) a loan in the original
principal amount of Five Hundred Thousand Dollars ($500,000), as evidenced by a
demand note (the "Note") in such amount from Borrower in favor of Lender of even
date herewith, and (ii) the Subordinated Creditor's agreement to subordinate its
security interest as provided in Section 3 hereof.
2. SECURITY.
a) As security for Borrower's indebtedness and other obligations now or at
any time hereafter owing by Borrower to Lender, whether or not any of such are
liquidated, unliquidated, secured, unsecured, direct, indirect, absolute,
contingent or of any other type, nature or description, including without
limitation those arising under the Note and this Agreement, Borrower hereby
grants Lender a security interest in all of Borrower's present and future right,
title and interest in and to any of the following property, wherever located and
whether now owned or hereafter acquired: All of the Borrower's tangible and
intangible personal property, including without limitation, all inventory,
equipment and other goods, all accounts receivable, notes, drafts, acceptances,
instruments and documents, contract rights, chattel paper, general intangibles,
deposit accounts, books and records, and all cash and non-cash proceeds of the
foregoing in whatever form received, including without limitation insurance
proceeds (the "Collateral"). Any of the foregoing terms which are specifically
defined in the Uniform Commercial Code as in effect in the Commonwealth of
Massachusetts (M.G.L. ch. 106) (the "Massachusetts UCC") shall have the meanings
given therein.
b) Borrower has marketable title to the Collateral, free of all liens and
encumbrances, except those Borrower is granting to Lender herein and except
those listed in Schedule 2(b) hereto, which are subordinate to the interest
granted to the Buyer herein. The Collateral will be kept at all times at
Borrower's principal place of business set forth above.
Borrower shall give Lender prior written notice of any change of any such
address or location of Borrower's property.
<PAGE>
3. SUBORDINATION.
a) Notwithstanding the order or time of loans, advances or extensions of
credit made by Lender and the Subordinated Creditor to Borrower, or the order or
time of attachment, or the order, time or manner of perfection, or the order or
time of notice of any purchase money security interest, or the order or time of
the filing or recordation of any document or instrument, or the actual
possession of the Collateral, or other method of perfecting a security interest
in favor of Lender or the Subordinated Creditor in any of the Collateral, and
notwithstanding any conflicting terms or conditions or errors or omissions which
may be contained in any other agreement, instrument, or document, Lender's
security interest in all of the Borrower's inventory, equipment and other goods,
and all cash and non-cash proceeds thereof in whatever form received, including
without limitation insurance proceeds (the "Subordinated Collateral"), has and
shall have priority over the Subordinated Creditor's security interest in the
Subordinated Collateral, and such Subordinated Creditor's security interest in
the Subordinated Collateral is and shall be, in all respects, junior, subject
and subordinate to Lender's security interest therein. The security interest
priorities provided in this Section 3 shall not be altered or otherwise affected
by any amendment, modification, supplement, extension, renewal, restatement or
refinancing of this Agreement or any other agreement, instrument, or document,
nor by any action or inaction which either Lender or the Subordinated Creditor
may take or fail to take in respect of the Subordinated Collateral or any other
collateral security at any time granted to Lender or the Subordinated Creditor.
b) Lender shall have the exclusive right to manage, perform and enforce the
terms of this Agreement with respect to the Subordinated Collateral, to exercise
and enforce all privileges and rights thereunder according to its discretion and
the exercise of its business judgment, including, without limitation, the
exclusive right to take or retake control or possession of the Subordinated
Collateral to hold, prepare for sale, process, sell, lease, dispose of, or
liquidate such Subordinated Collateral. Without the prior written consent of
Lender, the Subordinated Creditor shall not directly or indirectly take any
action against the Subordinated Collateral, including exercising any right of
the Subordinated Creditor may have to foreclose upon, sell, or take possession
of, the Subordinated Collateral, or take any other action inconsistent with
Lender's rights hereunder.
c) Notwithstanding anything to the contrary contained in any other
agreement, instrument, or document, only Lender shall have the right to restrict
or permit, or approve or disapprove, the sale, transfer or other disposition of
the Subordinated Collateral. The Subordinated Creditor will, immediately upon
the request of Lender, release or otherwise terminate its security interest in
the Subordinated Collateral, to the extent such Subordinated Collateral is sold
or otherwise disposed of either by Lender, its representatives, or Borrower,
with the consent of Lender, and the Subordinated Creditor will immediately
deliver such release documents as Lender may require in connection therewith.
The Subordinated Creditor hereby appoints Lender and each of its officers, its
true and lawful attorney and grants to the Lender a power of attorney with full
power of substitution, in the name of such Subordinated Creditor or Lender to
deliver such release documents on such Subordinated Creditor's behalf. Such
power of attorney is coupled with an interest and is irrevocable.
<PAGE>
d) Any UCC financing statements filed by the Subordinated Creditor shall be
inscribed with a legend that the security interest of such Subordinated Creditor
is subordinated to the Lender's security interest pursuant to this Agreement.
4. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to and
covenants with Lender as follows:
a) the execution and delivery of this agreement and the Note have been
approved by all required corporate action and do not violate or contravene any
provision of Borrower's corporate charter documents, by-laws or any other
indenture or contract to which Borrower is a party. This Agreement and the Note
are valid, binding and enforceable against Borrower in accordance with their
terms, and no consent of any other party is required in connection with the
execution, delivery, performance or enforceability of this Agreement or the
Note;
b) Borrower has filed all federal, state and other tax and similar returns
required to be filed and has paid or provided for the payment of all taxes and
assessments due thereunder, including all withholding, FICA and franchise taxes,
except as disclosed on Schedule 4(b) hereto;
c) Borrower is duly organized, validly existing and in good standing under
the laws of Borrower's state of formation;
d) any financial statements Borrower has delivered to Lender are true and
correct in all material respects, and unless otherwise noted therein, have been
prepared in accordance with generally accepted accounting principles
consistently applied; and there has occurred no material adverse change in
Borrower's business or financial condition since the date of the most recently
delivered financial statements; and
e) there is no litigation pending or threatened against Borrower, except as
disclosed on Schedule 4(e) hereto.
5. AFFIRMATIVE COVENANTS. So long as any amount is unpaid hereunder, Borrower
will:
a) keep proper books of account in accordance with generally accepted
accounting principles;
b) permit, upon written notice and during normal business hours,
inspections and audits by Lender or by Lender's agents of all books, records and
papers in the custody or control of Borrower or of others relating to the
Collateral or Borrower's financial or business condition, including the making
of copies thereof and abstracts therefrom and inspection and appraisal of any of
Borrower's assets;
<PAGE>
c) deliver to Lender financial information in such form and detail and at
such times as are satisfactory to Lender;
d) promptly pay all taxes, assessments and other governmental charges due
from Borrower; provided however, that nothing herein contained shall be
interpreted to require the payment of any such tax so long as its validity is
being contested in good faith and Borrower maintains adequate reserves with
respect to such tax;
e) promptly inform Lender of the commencement of any action, suit,
proceeding or investigation against Borrower, or the making of any counterclaim
against Borrower in any action, suit or proceeding and of all liens and
encumbrances against any of Borrower's property, and of the occurrence of any
default hereunder;
f) pay all indebtedness to Lender and to third parties when due;
g) maintain Borrower's corporate existence, comply with all applicable laws
and regulations and maintain all property useful and necessary in Borrower's
business in good repair and operating condition, ordinary wear and tear
excepted;
h) maintain adequate insurance on the Collateral against fire, theft and
other casualties and shall maintain public liability insurance and insurance
against other risks, all as may be required by law or reasonably required by
Lender, in such form, for such periods and written by such companies as may be
satisfactory to Lender. Such policies shall name Lender as additional insured
and mortgagee/loss payee and shall provide for at least 20 days' written notice
to Lender prior to cancellation. Borrower shall furnish Lender with certificates
of such insurance. If Borrower fails to maintain such insurance, Borrower shall
pay to Lender on the date of each such failure the amount of any insurance
premium costs incurred by Lender; and
i) join with Lender in executing such UCC financing statements as Lender
may request and will pay the cost of filing the same in all public offices where
filing is deemed necessary or desirable by Lender. At Lender 's request from
time to time, Borrower will execute and deliver any and all such further
instruments and documents and take such further actions as Lender may deem
desirable in obtaining the full benefits of this Agreement. Borrower also hereby
authorizes Lender to execute on behalf of Borrower and file UCC financing or
continuation statements with appropriate jurisdictions in order to perfect the
security interests granted herein.
6. NEGATIVE COVENANTS. So long as any amount is unpaid hereunder, Borrower
will not, without Lender's
prior written consent:
a) create, incur, assume or suffer to exist any security interest,
mortgage, pledge, lien or other encumbrance upon any of the Collateral, except
in Lender's favor and except liens for taxes not yet due;
<PAGE>
b) sell, convey, lease or transfer any of Borrower's assets other than in
the ordinary course of business, or merge or consolidate with or into any other
company or corporation, except with Lender's written consent;
c) become a guarantor, surety or otherwise become liable for the debts or
other obligations of any person, firm or corporation, except as an endorser of
instruments for the payment of money deposited to Borrower's account for
collection in the ordinary course of business;
d) make any investments in or loans or advances to any other person, firm
or corporation (including, without limitation, loans or advances to Borrower's
officers or employees) except direct obligations of the United States of
America;
e) purchase or retire any of Borrower's capital stock, or pay or declare
any dividends; or
f) change the form in which Borrower conducts its business, the location of
such business, or the nature of the business as conducted by Borrower on the
date of this agreement or fail to maintain its business operation as a going
concern.
7. DEFAULT. In addition to, and not by way of limitation of, any of Lender's
other rights hereunder, the entire unpaid balance of all of Borrower's indeb-
tedness to Lender, whether under this Agreement, the Note or under any other
instrument, document or agreement with Lender, may be declared to be immediately
due and payable at Lender's sole election upon the happening of any one of the
following specified events of default (each an "Event of Default"):
a) Borrower's failure to make any payment when due under the Note or to pay
or perform any other obligation to Lender hereunder or under the Note now
existing or hereafter arising;
b) Borrower's failure to pay any indebtedness to any others within sixty
(60) days of the date due, except where Borrower is reasonably and in good faith
asserting a legal defense in respect of its failure to pay any such indebtedness
when due;
c) if any representation, warranty, statement or certificate made to Lender
by Borrower proves to have been or becomes untrue;
d) any change in the ownership of capital stock of the Borrower which
results in a change of control of the Borrower;
e) with respect to the Borrower, the commencement, whether voluntary or
involuntary, of a case under the United States Bankruptcy Code or any other
proceeding or action seeking reorganization, liquidation, dissolution or other
relief under federal or state bankruptcy or insolvency statutes or similar laws,
or seeking the appointment of a receiver, trustee or custodian for the Borrower
or all or a part of Borrower's assets; or
<PAGE>
f) if Borrower makes an assignment for the benefit of creditors, or is
unable to pay Borrower's debts as they mature.
8. ADDITIONAL REMEDIES. Upon demand of payment of all amounts due hereunder,
or upon the occurrence of any Event of Default and at any time thereafter,
Lender shall have all of the rights and remedies of a secured party upon default
under the Massachusetts UCC, in addition to which Lender shall have all of the
following rights and remedies:
a) to sell, lease, or otherwise dispose of any and all of the Collateral in
its then condition following such preparation or processing as Lender deems
advisable. Any sale or other disposition of the collateral may be at public or
private sale upon such terms and in such manner as Lender deems advisable having
due regard to compliance with any statute or regulation which might affect,
limit, or apply to Lender's disposition of the Collateral. It is agreed that ten
(10) days' notice before the time of any proposed sale shall be reasonable
notice, but that no notice need be given if any or all of the Collateral is
perishable or threatened with significant decline in value; and
b) the proceeds of any collection or of any sale of the Collateral shall be
applied toward any of Borrower's obligations to Lender in such order and manner
as Lender determines in Lender's sole discretion. Borrower shall remain liable
to Lender for any deficiency remaining following such applications.
Borrower hereby irrevocably appoints Lender as its true and lawful
attorney-in-fact with full power of substitution to take such actions in the
name of the Borrower or Lender to carry out the terms of this Agreement and to
protect, enforce, preserve or perfect Lender's rights hereunder. Such power of
attorney is irrevocable and shall be deemed to be coupled with an interest.
9. EXPENSES. Borrower agrees that Lender may, at Lender's discretion and from
time to time, discharge any tax, lien or encumbrance on any of the collateral or
take any other action that Lender may deem appropriate to maintain or preserve
any of the collateral. Borrower shall pay to Lender on demand all amounts paid
or incurred by Lender pursuant to this agreement. Borrower will reimburse Lender
promptly for any fees payable to the appropriate public officer to perfect any
lien or other security interest taken to secure any indebtedness created
pursuant hereto, or the premium, not in excess of such filing fee, payable for
insurance in lieu of such filing. Borrower shall pay on demand all of Lender's
expenses, including, without limitation, attorneys' fees and disbursements, and
all expenses which Lender may hereafter incur in connection with the protection
or enforcement of any of Lender's rights against Borrower, any collateral.
Borrower further agrees to indemnify, defend, and hold Lender harmless from and
against any claim brought or threatened against Lender by Borrower and any other
guarantor, endorser of Borrower's obligations, or any other person (as well as
attorneys' fees and expenses in connection therewith) on account of Lender's
relationship with Borrower or any other guarantor or endorser of Borrower's
obligations (each of which may be defended, compromised, settled, or pursued by
Lender with counsel of Lender's selection, but at Borrower's expense. This
<PAGE>
indemnification shall survive payment of Borrower's obligations to Lender and/or
any termination, release, or discharge executed by Lender in Borrower's favor.
10. WAIVER, CUMULATIVE REMEDIES. No delay or omission by Lender in exercising
or enforcing any of Lender's rights or remedies shall operate as, or constitute
a waiver thereof. No waiver by Lender of any Event of Default or of any default
under any other agreement shall operate as a waiver of any other default
hereunder or under any other agreement. No exercise of any of Lender's rights
and remedies and no other agreement or transaction of whatever nature entered
into between Borrower and Lender at any time, shall preclude any other exercise
of Lender's rights and remedies. No waiver by Lender of any of Lender's rights
and remedies on any one occasion shall be deemed a waiver on any subsequent
occasion, nor shall it be deemed a continuing waiver. All of Lender's rights and
remedies hereunder, and all of Lender's rights and remedies, power, privileges,
and discretions under any other agreement or transaction are cumulative and not
alternative or exclusive and may be exercised by Lender at such time or times
and in such order of preference as Lender in Lender's sole discretion may
determine.
11. OPINION OF COUNSEL. Simultaneously with the execution hereof, Lender
shall receive an opinion of counsel to the Borrower in form and substance
satisfactory to Lender.
12. MISCELLANEOUS INFORMATION. It is agreed that references to "Lender" shall
mean Boston Biomedica, Inc., its successors and assigns, and references to
"Borrower" or "the undersigned" shall mean Source Scientific, Inc., its
successors and assigns. Borrower will, in manner satisfactory to Lender, furnish
other documentation of a type and in such form as Lender may request from time
to time to further evidence or perfect the agreements contemplated hereby.
13. APPLICABLE LAW/PERSONAL JURISDICTION. This agreement shall be construed
and interpreted in accordance with the laws of the Commonwealth of
Massachusetts, except for the choice of law provisions thereof. Borrower hereby
submits itself to the personal jurisdiction of the federal and state courts in
the Commonwealth of Massachusetts.
[Signature Page to Follow]
<PAGE>
IN WITNESS WHEREOF, the Borrower and the Lender have executed this Agree-
ment as of the date first above written.
SOURCE SCIENTIFIC, INC.
By: /S/RICHARD A. SULLIVAN
----------------------
Name: Richard A. Sullivan
Title President
BOSTON BIOMEDICA, INC.
By: /S/RICHARD T. SCHUMACHER
--------------------------
Name: Richard T. Schumacher
Title: President
CONCORD GROWTH CORPORATION
By: /S/S.GOLDBERG
--------------------------
Name: S. Goldberg
Title: Vice President
<PAGE>
LIST OF SCHEDULES
Schedule 2(b) Existing Liens
Schedule 4(b) - Unpaid Taxes
Schedule 4(e) - Pending Litigation
AGREEMENT
This Agreement is entered into on February 4, 1997, by and between Concord
Growth Corporation, having a place of business at 1170 E. Meadow Drive, Palo
Alto, CA 94303 ("Concord"); Source Scientific, Inc., having a place of business
at 7390 Lincoln Way, Garden Grove, CA 92841 ("Source") and Boston Biomedica,
Inc., having a place of business at 375 West Street, West Bridgewater, MA 02379
("BBI").
1. Source currently has a lending arrangement with Concord pursuant to a certain
Loan Agreement effectively dated October 1, 1996. That Loan Agreement provides
for lending by Concord on accounts receivable, as well as additional
Accommodation Notes on inventory and equipment related to Source's short term
cash requirements.
2. BBI has agreed to lend Source and initial amount of $500,000, as a Demand
Note, in association with BBI's asset purchase of Source. BBI requires a first
position on all collateral except "Accounts" as defined under section 9-106 of
the General Laws of Massachusetts in association with the Demand Note; as such,
BBI requires that Concord subordinate on all collateral except "Accounts"
related to its Demand Note with Source. Concord agrees to such subordination and
agrees to enter into any and all documentation necessary to recognize and
perfect BBI's security interest.
3. However, Concord requires that all amounts related to Accommodation Notes be
paid prior to effectiveness of the subordination. To facilitate meeting
immediate cash needs of Source, Concord is willing to sign appropriate UCC
documentation recognizing such subordination, but only with the understanding
that the subordination is of no force and effect until the balance of
$200,000.00, plus interest since December 31, 1996, on the Accommodation Notes
have been paid in full by Source, by wire transfer or otherwise.
4. Effective upon payment of the Accommodation Notes, Concord has agreed to
reduce the monthly minimum interest payment to $2,500 in return for an increase
in interest rate to prime plus 5% and a reaction in advancement to 70%, as well
as Source's agreement to pay off the entire loan by April 30, 1997. Concord also
agrees to waive the pre-payment penalty.
Concord Growth Corporation Boston Biomedica, Inc.
By: /s/ S. GOLDBERG By: /s/RICHARD T. SCHUMACHER
Title: Vice President Title: President
Source Scientific, Inc.
By: /s/RICHARD A. SULLIVAN
Title: President and CEO
DEMAND NOTE
$500,000 SOURCE SCIENTIFIC, INC.
February 4, 1997
FOR VALUE RECEIVED, the undersigned, SOURCE SCIENTIFIC, INC., a California
corporation, with a principal place of business at 7390 Lincoln Way, Garden
Grove, California 92641 ("Maker"), hereby promises to pay on demand to the order
of Boston Biomedica, Inc., a Massachusetts corporation with a principal place of
business at 375 West Street, West Bridgewater, Massachusetts 02379 ("Lender"),
the sum of Five Hundred Thousand ($500,000) dollars, the amount advanced under
the Business Loan and Security Agreement between Maker and Lender of even date
(the "Loan and Security Agreement"), together with interest on the unpaid
principal amount from time to time outstanding prior to maturity at a rate per
annum equal to fifteen (15%) percent. Interest accruing on the unpaid principal
balance hereof shall be payable monthly in advance until such unpaid principal
balance shall be paid in full, the first such payment of interest being payable
on March 1, 1997, and subsequent payments being payable on the first (1st) day
of each succeeding calendar month. The rights and obligations of the Maker and
the Lender hereunder are subject to the terms and conditions of the Loan and
Security Agreement.
Interest and fees shall be calculated on the basis of a 360-day year times the
actual number of days elapsed. In no event shall interest payable hereunder
exceed the highest rate permitted by applicable law. To the extent any interest
received by Lender exceeds the maximum amount permitted, such payment shall be
credited to principal, and any excess remaining after full payment of principal
shall be refunded to Maker.
The principal balance of this note may be prepaid at any time without penalty.
Upon the occurrence of an Event of Default and until such Event of Default has
been cured, outstanding principal and accrued interest shall bear interest at a
rate per annum equal to eighteen (18%) percent.
Maker agrees to pay all costs and expenses, including, without limitation,
reasonable attorneys' fees and expenses incurred, or which may be incurred, by
Lender in connection with the enforcement and collection of this promissory note
and any other agreements, instruments and documents executed in connection
herewith, including, without limitation, the Loan and Security Agreement.
Maker and all guarantors and endorsers hereby waive presentment, demand, notice,
protest, and all other demands and notices in connection with the delivery,
acceptance, performance and enforcement of this note, and assent to extensions
of the time of payment or forbearance or other indulgence without notice. No
delay or omission of Lender in exercising any right or remedy hereunder shall
constitute a waiver of any such right or remedy. A waiver on one occasion shall
not operate as a bar to or waiver of any such right or remedy on any future
<PAGE>
occasion. This instrument shall be governed by Massachusetts law, other than the
choice of law principles thereof. Borrower hereby submits itself to the personal
jurisdiction of the federal and state courts in the Commonwealth of
Massachusetts.
Executed as an instrument under seal as of the date first above written.
SOURCE SCIENTIFIC, INC.
/S/MOKHTAR A. SHAWKY By: /s/ RICHARD A. SULLIVAN
- -------------------- -------------------------
Witness Name: Richard A. Sullivan
Title: President
Mokhtar A.Shawky
- --------------------
Print Name
State of California
County of Orange
On this 4 day of February, 1997, before me personally appeared the
above-named Richard A. Sullivan, President of Source Scientific, Inc., to me
known to be the person described in and who executed the foregoing instrument,
and acknowledged that he executed the same as an officer of Source Scientific,
Inc. as his free act and deed for the purposes contained therein.
/s/ C J CURTIS__
Notary Public
My Commission Expires:
(Notary Seal expiry date 4/28/98)
APPLICATION TO STRIKE FROM LISTING AND REGISTRATION
(1) Name of Issue:
SOURCE SCIENTIFIC, INC.
(2) Class of Securities:
Common Stock - No Par Value
(3) Reasons for proposed withdrawal from listing and registration.
The Company is in violation of the listing maintenance requirements of the
Exchange, specifically the shareholders equity and the market value of the
public float. The Exchange's shareholders' equity maintenance requirement is
$500,000 and the market value of the public float is 500,000. The Company was
notified on December 11, 1996, December 30, 1 996 and January 24, 1997 via fax
letters that the Company's shareholders' equity was $342,000 and the market
value of the public float was $494,426. Such determination was made after a
review of the Company's most recent financial report. Due to the Company's
inability to remedy the deficiencies by January 31, 1997, trading was suspended
at the close of business on January 31, 1997.
It is proposed to remove the Common Stock from listing and registration on
this Exchange effective at the opening of business on February 27, 1997.
BOSTON STOCK EXCHANGE,
INCORPORATED
February 4, 1997 By: /S/WALTER E. CUMMINGS
-----------------------
Walter E. Cummings
Director of Membership Services
Boston
Biomedica,
Inc.
NEWS RELEASE
BOSTON BIOMEDICA, INC.
For Immediate Release
Contact: Richard T. Schumacher Catherine Curtis
President and CEO Director, Investor Relations
Boston Biomedica, Inc. Source Scientific, Inc.
(508) 580-1900 (714) 898-9001
Boston Biomedica, Inc. To Acquire Source Scientific, Inc.
West Bridgewater, MA, February 6, 1997 -- Boston Biomedica, Inc. (NASDAQ: BBII)
announced today that it has signed a non-binding Letter of Intent to acquire all
of the assets, business, and selected liabilities of Source Scientific, Inc.
(OTCBB:SSFE) for $2.1 million in cash. The proposed acquisition is subject to
standard conditions, including Source Scientific, Inc. shareholder approval.
Following the anticipated closing in April, Source will operate as a
wholly-owned subsidiary of Boston Biomedica, Inc. Operations will continue in
California under current management.
Source Scientific, Inc. is a developer and manufacturer of a broad line of
clinical instrumentation and biomedical devices for the worldwide in vitro
diagnostic industry (IVD). In addition, they are an important provider of
contract services for product development, engineering and manufacturing. Source
also operates service centers at its headquarters in Garden Grove, California
and in Giessen, Germany. Source Scientific currently serves many of the same
customers as Boston Biomedica.
"Source has a well-earned reputation for providing quality instruments to our
common customer base; they are also ISO9001 certified and operate under the
FDA's GMP guidelines," said Richard T. Schumacher, President and CEO of Boston
Biomedica. "The addition of the Source product line will enable us to provide an
even higher level of service to our existing IVD customers, and will expand this
important revenue base."
"We are pleased with the opportunity to become a Boston Biomedica Company," said
Richard A. Sullivan, President and CEO of Source. "With two previous
acquisitions they have proven that their management team can combine the
capabilities of separate but synergistic operations into one cohesive working
unit. Source has the instrumentation experience to support BBI's product line
growth in infectious disease detection, molecular probe and OEM markets. They
have an exciting future through our complementary product lines, our industry
experience and our talented staff of programmers and engineers. They have future
needs in software and instrumentation; we have the capabilities to fulfill those
needs.
BBI 375 West Street W. Bridgewater, MA 02379
Tel. (508) 580-1900 Fax (508) 580-2202
<PAGE>
Boston Biomedica, Inc.
News Release
February 6, 1997
Page 2 of 2
During the current financial year, Source's ability to quickly respond to market
opportunities has been severely hampered due to significant working capital
constraints. "Our strong cash position will allow us to positively impact their
new product development and their ability to increase sales," said Kevin W.
Quinlan, Chief Financial Officer of Boston Biomedica. The two companies will
begin to integrate operations immediately through joint selling efforts and
software development. An immediate infusion of capital from Boston Biomedica in
the form of a senior secured note of $500,000 will fund working capital, product
development and other operational needs for Source Scientific.
Boston Biomedica is a worldwide manufacturer and provider of proprietary quality
control products for use with IVD test kits for the detection, analysis and
monitoring of infectious diseases, including AIDS, Hepatitis and Lyme Disease.
These products are used by clinical and research laboratories, blood banks, IVD
manufacturers and regulatory agencies to help ensure the accuracy of infectious
disease test results. The Company also manufactures IVD test kit components and
provides specialty laboratory testing services.
This release may include forward-looking statements that may or may not
materialize. Additional information or factors which could potentially affect
the Company's financial results may be found in the Company's filings with the
Securities and Exchange Commission.
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