BSD MEDICAL CORP
10QSB, 2001-01-16
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10 - QSB


               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                For the Quarterly Period Ended November 30, 2000

                         Commission file number 0-10783


                             BSD MEDICAL CORPORATION


              DELAWARE                                    75-1590407
    -------------------------------         ------------------------------------
        (State of Incorporation)            (IRS Employer Identification Number)


           2188 West 2200 South
           Salt Lake City, Utah                              84119
    ----------------------------------------              -------------
    (Address of principal executive offices)                (Zip Code)

Registrant's telephone number:  (801) 972-5555


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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


            Class                            Outstanding as of  January 15, 2001
   ----------------------------              -----------------------------------
   Common stock, $.01 Par Value                      17,490,551



Transitional Small Business Disclosure Format (Check one):     Yes [  ]   No [X]



<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                             BSD MEDICAL CORPORATION

                             Condensed Balance Sheet
                                   (Unaudited)

<TABLE>
<CAPTION>

                              Assets                                            November 30,
                              ------                                                2000
                                                                            ------------------
<S>                                                                         <C>

Current assets:
    Cash and cash equivalents                                               $          579,640
    Cash, restricted                                                                   100,000
    Receivables, net                                                                    36,990
    Inventories                                                                      1,065,747
    Prepaid Expenses                                                                    15,747
    Deposits                                                                            16,772
                                                                            ------------------
           Total current assets                                                      1,814,896
                                                                            ------------------

Property and equipment, net                                                            104,253
Long-term trade receivables                                                            175,993
Patents, net                                                                            13,041
                                                                            ------------------
                                                                            $        2,108,183
                                                                            ------------------

               Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable                                                        $           45,073
    Accrued expenses                                                                   852,570
    Current portion of deferred revenue                                                 53,970
    Current portion on deferred gain on sale - leaseback                                61,416
                                                                            ------------------

           Total current liabilities                                                 1,013,029
                                                                            ------------------

Long term liabilities
    Deferred revenue                                                                   176,686
    Deferred gain on sale leaseback                                                     61,337
                                                                            ------------------

           Total liabilities                                                $        1,251,052
                                                                            ------------------

Stockholders' equity:
    Common stock, $.01 par value; authorized 20,000,000 shares;                        174,889
      issued and outstanding 17,488,851, shares
    Additional paid-in capital                                                      20,793,534
    Deferred compensation                                                              (25,097)
    Accumulated deficit                                                            (20,085,961)
    Common stock in treasury 13,412 shares, at cost                                       (234)
                                                                            ------------------

           Net stockholders' equity                                                    857,131
                                                                            ------------------

                                                                            $        2,108,183
                                                                            ==================
</TABLE>

May 31, 1998 10-QSB                                                     Page -2-

<PAGE>


                             BSD MEDICAL CORPORATION

                       Condensed Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                      Three Months
                                                                         Ended:
                                                             -----------------------------
                                                                November       November 30,
                                                                30, 2000           1999
                                                             ------------    -------------

<S>                                                          <C>             <C>
Product sales                                                $     51,284    $      80,930
Grant and license revenue                                          28,110          112,036
                                                             ------------    -------------

           Total revenues                                          79,394          192,966
                                                             ------------    -------------
Costs and expenses:
    Cost of product sales                                          34,267           36,223
    Research and development                                      153,264          125,051
    Selling, general, and administrative                          275,733          327,411
                                                             ------------    -------------

           Total costs and expenses                               463,264          488,685
                                                             ------------    -------------

           Operating loss                                        (383,870)        (295,719)

Other income (expense):
    Interest income                                                 9,016           17,792
    Interest expense                                                    -             (284)
    Loss income in joint venture                                        -         (114,999)
                                                             ------------    -------------

           Total other income (expense)                             9,016          (97,491)
                                                             ------------    -------------
           Net loss                                          $   (374,854)   $    (393,210)
                                                             ============    =============

Net loss per common and common equivalent share,
   basic and diluted                                         $       (.02)   $        (.02)
                                                             ------------    -------------

Weighted average number of shares outstanding,                 17,489,000       16,694,000
basic and diluted
                                                                                         -
</TABLE>


See accompanying notes to financial statements.

May 31, 1999 10-QSB                                                     Page -3-


<PAGE>


                             BSD MEDICAL CORPORATION

                 Condensed Statements of Cash Flows (Unaudited)
                 Three months ended November 30, 2000, and 1999
<TABLE>
<CAPTION>


Increase (Decrease) in Cash and Cash Equivalents                                   Nov. 30,         Nov. 30,
------------------------------------------------                                     2000             1999
                                                                                ------------     ------------
<S>                                                                             <C>              <C>

Cash flows from operating activities:
    Net loss                                                                    $   (374,854)    $   (393,210)
    Adjustments to reconcile net income (loss) to net cash provided by
      operating activities:
       Depreciation and amortization                                                   7,183            5,178
       Deferred gain on sale of building                                             (15,354)         (15,354)
       Issuance of common stock to directors                                          12,001                -
       Deferred compensation                                                           3,800            3,800
       (Increase) decrease in:
           Receivables                                                               154,560          (22,144)
           Inventories                                                              (160,645)        (231,152)
           Prepaid expenses and deposits                                              17,927            8,831
       Increase (decrease) in:
           Accounts payable                                                          (16,464)          62,756
           Accrued expenses                                                          160,009          233,281
           Deferred Income                                                           184,632          (14,613)
           Loss from equity investment                                                     -          114,999
                                                                                ------------     ------------
              Net cash by used in operating activities                               (27,205)        (247,628)
                                                                                ------------     ------------

Cash flows from investing activities:
    Purchase of property and equipment                                               (24,649)         (10,439)
    Purchase of patent license                                                             -          (13,929)
                                                                                ------------     ------------
              Net cash provided by (used in) investing activities                    (24,649)         (24,368)

Cash flows from financing activities:
    Principal payments on long-term debt obligation                                        -          (14,192)
                                                                                ------------     ------------
              Net cash used in financing activities                                        -          (14,192)
                                                                                ------------     ------------
Decrease in cash and cash equivalents                                           $    (51,854)    $   (286,188)
Cash and cash equivalents, beginning of period                                       731,494        1,689,029
                                                                                ------------     ------------
Cash and cash equivalents, end of period                                        $    679,640     $  1,402,841
                                                                                ============     ============

Supplemental Disclosure of Cash Flow Information
------------------------------------------------
    Cash paid for interest during period                                        $          -     $        284
</TABLE>

May 31, 1999 10-QSB                                                     Page -4-


<PAGE>


                             BSD MEDICAL CORPORATION
                     Notes to Condensed Financial Statements

Note 1.    Basis of Presentation

         The  Condensed  Balance  Sheet as of November 30, 2000;  the  Condensed
Statements  of  Operations  for the three  months ended  November 30, 2000;  the
Condensed  Statements of Cash Flow for the three months ended November 30, 2000,
and November 30, 1999,  have been prepared by the Company  without audit. In the
opinion of management,  all adjustments to the books and accounts (which include
only normal  recurring  adjustments)  necessary to present  fairly the financial
position,  results of  operations,  and  changes in  financial  position  of the
Company  as of  November  30,  2000,  have  been  made.  Because  the  method of
accounting  was changed from a  consolidation  method to an equity method during
the year, the results from Thermatrx,  Inc. are not reported on the November 30,
2000 financial  statements.  At August 31, 2000, the Company  no longer recorded
the equity  investment in Thermatrx,  as the investment was reduced to less than
zero and continues to decline.  The Company has no  anticipated  liabilities  in
association with this investment.


     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed or omitted.  The results of operations for the period ended
November 30, 2000, are not necessarily  indicative of the results to be expected
for the full year.

Note 2.    Net Loss Per Common Share

     Net Loss per common  share for the  quarters  ended  November  30, 2000 and
November 30, 1999 are based on the weighted average number of shares outstanding
during the respective periods.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Liquidity and Capital Resources
-------------------------------

     Total assets decreased from $2,154,413 at August 31, 2000, to $2,108,183 at
November 30, 2000, a decrease of $46,230, or 2.14%.  Receivables (including long
term)  decreased  by  $154,560,  a decrease  of 42.05%,  due to normal  periodic
business fluctuations while total inventories increased by $160,645, an increase
of  17.74%  resulting  from the  purchase  of  materials  for  future  shipment.
Restricted  cash  consist of a  certificate  of deposit  used as security  for a
customer's  loan.  The cash will become  unrestricted  as the loan is paid down,
when the Company achieves certain  financial quotas, or when the loan is paid in
full,  whichever  occurs first.  The Company has long term receivables for field
service contracts as of November 30, 2000, of $175,993.

     Total current liabilities increased by $164,577, an increase of 19.40%. The
increase was  primarily  caused by increases in customer  deposits,  and accrued
expenses.


May 31, 1999 10-QSB                                                     Page -5-

<PAGE>


     Fluctuations in Operating Results
     ---------------------------------

     The Company's  sales and operating  results  historically  have varied (and
will likely continue to vary) on a  quarter-to-quarter  and a year to year basis
due to budgeting  considerations of the Company's  customers;  the nature of the
medical capital equipment market;  the relatively large per unit sales prices of
the  Company's  products;  the  typical  fluctuations  in the mix of orders  for
different systems and system  configurations;  and other factors.  For these and
other reasons,  the results of operations for a particular fiscal period may not
be indicative of results for any other period.

Results of Operations:
----------------------

Three Months ended November 30, 2000

     Product Sales decreased from $80,930 in the three months ended November 30,
1999,  to $51,284 in the three  months  ended  November  30, 2000, a decrease of
$29,646 or 36.63.  Grant and License revenue consist of fees paid to the Company
for the use of certain patents based on certain  reported sales of the Licensee.
This revenue  decreased from $112,036 to $28,110 primarily due to a reduction in
sales applicable to the licensing agreement. Selling, General and Administrative
Expenses decreased from $327,411 in the three months ended November 30, 1999, to
$275,733 in the three months ended November 30, 1999, a decrease of $51,678, due
to  changes  in the cycle of  promotional  expenses.  Total  Costs and  Expenses
decreased by $25,421,  a decrease of 5.2%,  primarily due to the  aforementioned
decrease in Selling,  General and Administrative  expense.  The Net Loss for the
three months ending November 30, 2000, was $374,854, as compared with a Net Loss
of $393,210 for the three months ending November 30, 1999.


     Research and  Development  Expenses  increased  from $125,051 for the three
months ended  November 30, 1999, to $153,264 in the three months ended  November
30, 2000,  an increase of $28,213,  or 22.56% to support  completion  of the new
commercial products under development.




May 31, 1999 10-QSB                                                     Page -6-



<PAGE>



     FORWARD  OUTLOOK  AND RISKS.  From time to time,  the  Company  may publish
forward-looking  statements  relating to such matters as  anticipated  financial
performance,  business  prospects,   technological  development,  new  products,
research and development  activities and similar matters. The Private Securities
Litigation  Reform  Act of  1995  provides  a safe  harbor  for  forward-looking
statements.  In order to comply with the terms of the safe  harbor,  the Company
notes that a variety of factors  could cause the  Company's  actual  results and
experience  to  differ   materially  from  the  anticipated   results  or  other
expectations expressed in any of the Company's forward-looking statements.

     This  form  10-QSB   contains  and   incorporates   by  reference   certain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange  Act with  respect to results of  operations
and  businesses  of the  Company.  All  statements,  other  than  statements  of
historical facts, included in this Form 10-QSB, including those regarding market
trends, the Company's  financial position,  business strategy,  projected costs,
and  plans  and   objectives   of   management   for  future   operations,   are
forward-looking  statements.  These forward-looking  statements are based on the
Company's  current   expectations.   Although  the  Company  believes  that  the
expectations reflected in such forward-looking statements are reasonable,  there
can be no assurance that such expectations will prove to be correct.

     CHANGING  REGULATORY  ENVIRONMENT.  The  Company's  business  is subject to
extensive  federal,  state  and  local  regulation.   Political,   economic  and
regulatory  influences  are  subjecting  the health care  industry in the United
States to  fundamental  change.  See  "Government  Regulation"  in the Company's
fiscal 1998 10-KSB.


PART II - OTHER INFORMATION

Item 6.       Exhibits and reports on Form 8-K

(a)   Exhibits

     The following exhibit is filed as part of this report:

Exhibit
Number                           Description
------                           -----------

     27                     Financial Data Schedule.

b) Reports on Form 8-K - During the  quarter,  no reports on Form 8-K were filed
by the Company.



May 31, 1999 10-QSB                                                     Page -7-


<PAGE>






SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, BSD
Medical Corporation, the registrant, has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                              BSD MEDICAL CORPORATION



Date:         January 16, 2001                /s/ Hyrum A. Mead
     --------------------------               ----------------------------------
                                              President




May 31, 1999 10-QSB                                                     Page -8-


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