SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
__x__ Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended September 30, 1996
____ Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _____ to _____
Commission file number 0-18785
OXBORO MEDICAL INTERNATIONAL, INC.
(Name of small business issuer in its charter)
Minnesota 41-1391803
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13828 Lincoln Street N.E.
Ham Lake, Minnesota 55304
(Address of principal executive offices) (Zip Code)
(612) 755-9516
(Issuer's Telephone Number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common
Stock, par value $.01 per share
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 |_| No |X|
Check if no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is 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-KSB or any amendment to
this Form 10-KSB. |X|
State issuer's revenues for its most recent fiscal year. $4,149,718.
Based upon the closing price of the issuer's Common Stock as reported
by The Nasdaq Small-Cap Market, the aggregate market value of such Common Stock
held by nonaffiliates of the issuer as of December 13, 1996, was approximately
$1,916,377.
As of December 13, 1996 there were 2,672,278 shares of the issuer's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Information required under Part II, Item 8 and Part III, Items 9-12 is
incorporated by reference from the Registrant's Proxy Statement to be mailed to
shareholders in connection with the 1997 Annual Meeting (the "Proxy Statement").
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) General Development of Business.
The Company ("Oxboro") develops, assembles, and markets medical and
surgical devices and, through its wholly-owned subsidiary, Oxboro Outdoors, Inc.
("Outdoors"), develops, assembles and markets products for the outdoor
recreational market. The Company entered into the business of recreational
products in fiscal 1993.
(b) Narrative Description of Business.
Principal Products. Principal products produced and sold by Oxboro
include silicone loops, silicone and fabric clamp covers, instrument guards, BP
cuff protectors, suture aid booties, identification sheet and roll tape,
disposable scalpels, bulldog vascular clamps, and various holders and organizers
for instruments used in the operating room.
Oxboro has developed and is conducting market analysis as to the
feasibility of introducing the following products:
1. Sheet and Roll Tape Removal System;
2. Instrument Tape and Instrument Guard Carousel; and
3. Additional types and styles of instrument guards for
protection of instruments during storage, handling and
sterilization.
Oxboro uses a clean room facility to assemble, package, and inspect its
products. Raw materials for the products are produced to Oxboro's specifications
by various vendors. The assembled products that are sold sterile are sent to an
independent contract sterilizer.
Outdoors has developed a line of products for the fishing, hunting and
related outdoors recreational market, some of which use common vendors and
materials used in production by Oxboro. The main features of a number of these
products include: durable, non-toxic closed-cell polyethylene foam fabrication,
self-adhesion (requiring no tools for installation), simple installation,
weather resistance, and functional design.
Outdoors' basic products generally fall into one of the following
groups: holders and other storage systems, including fishing rod, net, and drink
holders; accessory hangs for lures and other items, utility straps, fishing
lures and other accessories, and a variety of other products useful for fishing
or hunting.
In fiscal 1996, Outdoors entered into a License Agreement with NFL
Properties, Inc. that gives Outdoors the right to manufacture and sell fishing
tackle printed with logos of National Football League teams. Currently, these
logos are printed on three types of tackle for each of the 30 NFL football
teams.
Product Distribution. Medical products are marketed through Oxboro's
telemarketing department directly to hospitals throughout the United States and
Canada and through dealers and kit packaging companies. International sales of
medical products are made through distributors secured by Oxboro. International
sales accounted for approximately 7.0% and 6.4% of medical product net sales
during fiscal 1996 and 1995, respectively.
Outdoors products are sold to retailers using field salespersons and
telemarketers. Outdoors has developed television advertising, an infomercial, a
video product catalog, and printed catalogs to market directly to consumers,
retailers and distributors.
Sources of Supply. The raw materials used for the extruding, molding,
and weaving of the Company's various products are readily available from
multiple sources.
Patents, Trademarks, Licenses. Many of the products currently being
marketed by the Company are not unique, and, therefore, the Company believes
that the effect of patents, licenses, franchises, or other intellectual or
intangible property concessions on other than a few select products would be
negligible.
In the event the Company substantially develops and tests any new
unique products, patent protection could be important. Such protection may not
be available. In the event the Company attempts to secure such patents, the
Company is likely to incur substantial costs.
The Company commenced filing for patent pending status during fiscal
1996 on two medical products, the Endo/Ortho Instrument Usage Tracker and the
Web Instrument Guard. No assurance can be given that patents will be issued for
these products or, if issued, will provide a competitive advantage.
Competition. Both the surgical and medical products market and the
outdoor recreational market are extremely competitive. The Company believes that
among its direct competitors are firms with substantially greater assets,
marketing capability, and experience than the Company. In addition, such
competitors are often able to offer lower prices than the Company and thus can
limit the Company's penetration and share of the market.
Research and Development Expenditures. In the fiscal years ended
September 30, 1996 and 1995, the Company spent $43,249 and $30,372,
respectively, for research and development, exclusive of personnel costs. In
fiscal 1996, $30,664 was spent for development of medical products, and $12,585
was spent for development of recreational products. In fiscal 1995, $23,785 was
spent for medical products and $6,587 for development of recreational products.
Government Regulation. Because Oxboro manufactures and sells medical
products, both the products and the manufacturing procedures are subject to
regulation by the federal Food and Drug Administration. As a result, Oxboro is
subject to extensive rules and regulations, compliance with which may require
expenditure of sufficient amounts. In addition, should Oxboro fail to comply
with such regulations it would be subject to administrative and criminal
actions, which could have a material adverse effect on the Company's business.
Employees. As of December 13, 1996, the Company, including Outdoors,
employed 52 persons on a full-time basis, including two in management, 14 in
sales, 27 in production and shipping, and 9 in general and administration. The
Company also employed 10 persons on a part-time basis in production.
ITEM 2. DESCRIPTION OF PROPERTY
The Company's office, manufacturing, and warehouse facilities are
located in a 30,000 square foot building on 2.41 acres in Ham Lake, a suburb of
Minneapolis, Minnesota. Outdoors rents an additional 1,500 square feet in
Hermantown, Minnesota.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the fiscal year ended September 30, 1996,
no matter was submitted to a vote of security holders.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is traded on The Nasdaq Small-Cap Market.
The following table sets forth the quarterly high and low bid prices for the
Company's Common Stock for each quarter of the past two fiscal years as reported
by Nasdaq. Such quotations represent inter-dealer prices, without retail
mark-up, mark-down, or commission, and do not necessarily represent actual
transactions.
HIGH LOW
FISCAL 1996
First Quarter $1 9/16 $1 3/8
Second Quarter 1 9/16 1 3/16
Third Quarter 1 1/4 1 1/8
Fourth Quarter 1 3/16 1
FISCAL 1995
First Quarter $1 5/8 $1 3/8
Second Quarter 1 5/8 1 1/2
Third Quarter 1 5/8 1 1/4
Fourth Quarter 1 11/16 1 1/4
There were approximately 607 holders of record as of December 13, 1996.
The Company has paid no cash dividends on Common Stock.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
General
Oxboro Medical International, Inc.'s only business operation until 1993
was as a supplier of single-use supplies to hospital operating rooms and central
supply departments. Approximately 70% of the Company's sales volume has been
from direct sales (telemarketing sales) to approximately 3500 hospitals
nationwide and in Canada, with 7% from international distributors and the
remaining sales divided equally between dealers and kit packaging/OEM customers.
In 1993, Outdoors was established as a wholly-owned subsidiary to develop,
manufacture and market outdoor recreational products. Many of the original
Outdoors products used medical and surgical technologies in developing and
marketing new products in the outdoor recreational markets. Outdoors sales began
in January 1994, with the introduction of 60 products designed for fishing,
hunting and related outdoors activities.
Since 1994, Outdoors has acquired four tackle companies which added
approximately 2,700 products to the Outdoors products line. There are four sales
personnel in Outdoors whose responsibility is to set up channels of distribution
and build a dealer network. Initially, geographic emphasis was placed entirely
on the state of Minnesota, but the current market strategy is to gain retail
distribution in the Upper Midwest, including Minnesota, Wisconsin, Iowa,
Illinois, North Dakota, South Dakota and Michigan. Outdoors continues to develop
product sales sheets and attends several sporting shows. Outdoors also developed
an "informercial" with an 800 number for consumers to purchase products
directly.
In fiscal 1996, Outdoors entered into a license agreement with NFL
Properties, Inc. that gives Outdoors the right to manufacture and sell fishing
tackle printed with logos and names of National Football League teams.
Currently, these logos and names are printed on three types of tackle for each
of the 30 NFL football teams.
In fiscal 1996, Oxboro introduced the Endo/Ortho Instrument Usage
Tracker, which is used to count the number of times an instrument has been used
during a surgical procedure, Open-Cell Foam Guards and Tray Liners to protect
instruments during sterilization, the Dressing/Cast Cover, which is worn by
patients during showering to prevent both dressings and casts from becoming
damp, and the IV/Tube Holder to assist in the organization of tubes and wires.
The Company continues to commit itself to developing additional medical
and surgical products for introduction during next year and beyond, as part of
its strategy to increase penetration of existing markets and to increase sales.
Results of Operations
Net sales for the Company were $3,877,167 in fiscal 1995 and increased
by 7% to $4,149,718 in fiscal 1996. The Company performed well in the medical
and surgical products market, and Outdoor sales continue to grow. Sales for the
medical and surgical products for the year ended September 30, 1996, were
$3,995,568 compared to $3,775,285 for the year ended September 30, 1995, which
represents an increase of 6%, or $220,283. The largest dollar (approximately
$69,000) and percentage sales increase (19%) was attributable to sales to OEM
accounts. Direct hospital sales increased by 1% and accounted for increased
sales of approximately $34,000.
Outdoors sales for the year ended September 30, 1996 were $154,150,
versus $101,882 in the previous year. Increased revenue resulted in part from an
increased number of retail outlets handling Outdoors' products and increased
sales to existing retail outlets. (See note I to the Consolidated Financial
Statements for segment information for Oxboro and Outdoors.
Consolidated gross margin was 65% in fiscal 1996 and 75% in fiscal
1995. For fiscal 1996, Oxboro's gross margin was 68% in 1996, while Outdoors'
gross margin was negative 10%. The reduction in gross margin for Oxboro can be
attributed to manufacturing inefficiencies, write-offs of inventory and
additions to obsolescence reserves for inventory. The lower gross margin for
Outdoors can be attributed to increased operating costs from extraordinary
start-up expenses and expansion of product lines and business and manufacturing
inefficiencies, and setting up a reserve for inventory.
During fiscal 1996, selling, general and administrative ("SG&A")
expenses decreased 1%, or $14,670, from $2,629,936 in fiscal 1995 to $2,615,266
in fiscal 1996. For fiscal 1996, SG&A expenses decreased approximately 5% as a
percentage of sales. Decreased expenses for Oxboro resulted from a decrease of
$266,240 in executive bonuses as a result of the reduced earnings of the
Company, legal expense decreases of $38,145 and decreased convention expenses of
$12,588 resulting from the elimination of one convention and taking fewer
personnel to the remaining conventions. These expense reductions were partially
offset by increases in wages of $71,301 resulting from annual salary increases
and additional staffing, increased printing costs of $16,663 for the printing of
the Home Health Care Product Catalog and printing of new product sales sheets,
increases in bank charges relating to the newly established credit line and
depreciation and amortization expense increases of $29,396 resulting from the
purchase of additional tools and furniture and fixtures and a write-off of
$18,151 for obsolete equipment.
The increases in Outdoors expenses for fiscal 1996 of 12% over fiscal
1995 were mainly due to increases in wages expense of $81,632 due to annual
performance reviews and additional staffing, an increase of $16,936 in selling
expenses (auto, travel and sales samples), increase of $32,190 in consulting
expenses and a small increase in a variety of miscellaneous SG&A expenses. These
expenses were somewhat offset by reductions in advertising expense of $16,786
due to placement of less advertising and in lower printing expense of $77,933.
In fiscal 1996 earnings before income taxes were $102,242, as compared
to $324,039 in fiscal 1995, a decrease of almost 70%. The decrease in fiscal
1996 is mainly due to the reduction in gross margin previously discussed.
Liquidity and Capital Resources
As of September 30, 1996, the Company had working capital of $1,936,742
as compared to $2,748,418 at September 30,1995. Of this reduction, $771,000
resulted from the reclassification of certain inventory to a long-term asset.
Also, at September 30, 1996, the Company had $392,060 in long-term debt, and
$13,323 in cash and cash equivalents.
During the year ended September 30, 1996, the Company used $415,052 net
cash in operating activities, including an increase of $774,283 in inventories
offset by an increase of $47,645 in accounts payable.
The Company used $318,126 net cash in investing activities during the
fiscal year ended September 30, 1996, principally for the purchase of property
and equipment used for the Company's expanded facility. The Company added
approximately 15,000 square feet to its corporate headquarters. The cost for
this project was approximately $450,000, funded by a mortgage of $400,000 and
cash from the Company's operations. The Company has obtained a line of credit of
$1,000,000 subject to certain terms and conditions related to the Company's
financial performance. As of September 30, 1996, the Company has drawn $50,000
on this line of credit.
During fiscal 1997, the Company expects continued investment in
Outdoors to increase market awareness and continue the development of products
and distribution channels. The amount of this investment cannot be quantified at
this time. Also, the Company anticipates additional cash investment for the
manufacturing and marketing of licensed products.
Other than the matters discussed above, management is not aware of any
trends, commitments, events, or uncertainties that will or are reasonably likely
to result in the Company's liquidity increasing or decreasing in any material
way.
Forward Looking Statements
Forward-looking statements herein are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. There are
certain important factors that could cause results to differ materially from
those anticipated by some of the statements made herein. Investors are cautioned
that all forward-looking statements involve risks and uncertainty. Among the
factors that could cause actual results to differ materially are the following:
acceptance of new products, pricing strategies of competitors, general
conditions in the industries served by the Company's products, and overall
economic conditions, including inflation and consumer buying patterns.
ITEM 7. FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants
Consolidated Balance Sheet, September 30, 1996
For the years ended September 30, 1996 and 1995:
Consolidated Statements of Earnings
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Shareholders and Board of Directors
Oxboro Medical International, Inc.
We have audited the accompanying consolidated balance sheet of
Oxboro Medical International, Inc. and Subsidiary as of September 30, 1996, and
the related consolidated statements of earnings, shareholders' equity and cash
flows for each of the two years in the period ended September 30, 1996. 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 financial position of
Oxboro Medical International, Inc. and Subsidiary as of September 30, 1996, and
the results of their operations and their cash flows for each of the two years
in the period ended September 30, 1996, in conformity with generally accepted
accounting principles.
GRANT THORNTON LLP
Minneapolis, Minnesota
December 13, 1996
CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
OXBORO MEDICAL INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996
ASSETS
CURRENT ASSETS
<S> <C>
Cash and cash equivalents $ 13,323
Receivables
Trade, net of allowance of $19,958 580,104
Interest 21,067
Inventories 1,810,949
Deferred income taxes 116,000
Other current assets 102,952
-----------
Total current assets 2,644,395
PROPERTY, PLANT AND EQUIPMENT - AT COST
Land 57,211
Building 884,812
Furniture and equipment 1,127,294
-----------
2,069,317
Less accumulated depreciation 642,427
-----------
1,426,890
OTHER ASSETS
Investments 410,816
Inventories 771,000
Other 203,945
-----------
$ 5,457,046
===========
LIABILITIES AND
SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable to bank $ 50,000
Current maturity of long-term obligation 7,521
Accounts payable 212,617
Accrued salaries, wages and payroll taxes 337,426
Income taxes payable 29,103
Other accrued expenses 70,986
-----------
Total current liabilities 707,653
LONG-TERM OBLIGATION, less current maturities 392,060
DEFERRED INCOME TAXES 123,000
COMMITMENTS AND CONTINGENCIES --
SHAREHOLDERS' EQUITY
Undesignated shares, $.01 par value; 5,000,000 shares authorized;
no shares issued or outstanding --
Common stock, $.01 par value; 5,000,000 shares authorized;
2,672,278 shares issued and outstanding 26,723
Additional paid-in capital 2,276,110
Retained earnings 3,080,056
-----------
5,382,889
Receivable from employee stock ownership plan (101,306)
Stock subscription receivable (80,000)
Shares in escrow related to research and development arrangement (967,250)
-----------
4,234,333
-----------
$ 5,457,046
===========
The accompanying notes are an integral part of this statement.
</TABLE>
OXBORO MEDICAL INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED SEPTEMBER 30,
1996 1995
---- ----
Net sales $ 4,149,718 $ 3,877,167
Cost of goods sold 1,446,635 956,819
----------- -----------
Gross margin 2,703,083 2,920,348
Selling, general and administrative expenses 2,615,266 2,629,936
----------- -----------
Operating income 87,817 290,412
Other income (expense)
Income (loss) from limited partnership 2,639 (13,104)
Other 11,786 46,731
----------- -----------
Earnings before income taxes 102,242 324,039
Income taxes 4,000 111,000
----------- -----------
NET EARNINGS $ 98,242 $ 213,039
=========== ===========
Net earnings per common share $ 0.04 $ 0.08
=========== ===========
Weighted average common shares outstanding 2,672,278 2,672,278
=========== ===========
The accompanying notes are an integral part of these statements.
<TABLE>
<CAPTION>
OXBORO MEDICAL INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED SEPTEMBER 30, 1996 AND 1995
Common stock Additional
---------------------- paid-in
Shares Amount capital
------ ------ ----------
<S> <C> <C> <C>
Balance at October 1, 1994 2,672,278 $ 26,723 $2,276,110
Payment on ESOP receivable -- -- --
Payment on stock subscription receivable -- -- --
Net earnings -- -- --
---------- ---------- ----------
Balance at September 30, 1995 2,672,278 26,723 2,276,110
Payment on ESOP receivable -- -- --
Net earnings -- -- --
---------- ---------- ----------
Balance at September 30, 1996 2,672,278 $ 26,723 $2,276,110
========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Receivable Stock in
from escrow related
employee Stock to research and
Retained stock subscription development
earnings ownership plan receivable arrangement Total
-------- -------------- ---------- ----------- -----
<S> <C> <C> <C> <C> <C>
Balance at October 1, 1994 $2,768,775 $ (116,306) $ (160,000) $ (967,250) $3,828,052
Payment on ESOP receivable -- 7,500 -- -- 7,500
Payment on stock subscription receivable -- -- 80,000 -- 80,000
Net earnings 213,039 -- -- -- 213,039
---------- ---------- ---------- ---------- ----------
Balance at September 30, 1995 2,981,814 (108,806) (80,000) (967,250) 4,128,591
Payment on ESOP receivable -- 7,500 -- -- 7,500
Net earnings 98,242 -- -- -- 98,242
---------- ---------- ---------- ---------- ----------
Balance at September 30, 1996 $3,080,056 $ (101,306) $ (80,000) $ (967,250) $4,234,333
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
OXBORO MEDICAL INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED SEPTEMBER 30,
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 98,242 $ 213,039
Adjustments to reconcile net earnings to net cash
used in operating activities:
Depreciation and amortization 180,287 152,331
Loss from limited partnership (2,639) 13,104
Deferred income taxes (40,000) 47,000
Change in operating assets and liabilities
Trade accounts receivable (2,808) (115,690)
Inventories (774,283) (499,182)
Other current assets 13,825 (24,615)
Accounts payable 47,645 66,327
Income taxes payable 29,103 --
Accrued liabilities 35,576 (31,847)
----------- -----------
Net cash used in operating activities (415,052) (179,533)
Cash flows from investing activities:
Purchase of property, plant and equipment (214,557) (195,613)
Additions to other assets (103,569) (180,876)
----------- -----------
Net cash used in investing activities (318,126) (376,489)
Cash flows from financing activities:
Net borrowings under notes payable to bank 50,000 --
Proceeds from ESOP receivable 7,500 7,500
Proceeds from stock subscription receivable -- 80,000
Payments on long-term obligations (419) --
----------- -----------
Net cash provided by financing activities 57,081 87,500
----------- -----------
Net decrease in cash and cash equivalents (676,097) (468,522)
Cash and cash equivalents at beginning of year 689,420 1,157,942
----------- -----------
Cash and cash equivalents at end of year $ 13,323 $ 689,420
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest $ 11,636 $ 13,026
Income taxes -- 94,375
Supplemental disclosure of noncash investing and financing activities:
During 1996, the Company financed the construction of a building addition
with debt of $400,000.
The accompanying notes are an integral part of these statements.
</TABLE>
OXBORO MEDICAL INTERNATIONAL, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Oxboro Medical International, Inc. ("the Company") develops, assembles
and markets disposable medical products for use in general and
cardiovascular surgery. The Company's wholly-owned subsidiary, Oxboro
Outdoors, Inc., develops and markets products for outdoor recreational
use.
Consolidation Policy
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, Oxboro Outdoors, Inc. All significant
intercompany transactions and accounts have been eliminated in consolidation.
Cash and Cash Equivalents
The Company considers all highly liquid temporary investments with original
maturities of three months or less to be cash equivalents.
Accounts Receivable and Customers
The Company grants credit to customers in the normal course of business, but
generally does not require collateral or any other security to support
amounts due.
Medical products are primarily marketed directly to hospitals throughout the
United States and Canada. Outdoor recreation products are sold primarily to
retailers throughout the United States.
Inventories
Inventories are stated at the lower of cost (first-in, first-out method) or
market. Inventories consist of the following at September 30, 1996:
Raw materials $1,448,151
Finished goods 1,133,798
----------
$2,581,949
==========
During 1996 and 1995, the Company produced inventory, valued at approximately
$950,000, of certain products, anticipating consumer demands. Although
management believes its estimate of carrying value of this inventory is
appropriate, it is reasonably possible that in the near term the value of
this inventory could decrease significantly which could have a significant
adverse material effect to the Company. Inventories in excess of amounts
expected to be sold in fiscal 1997 have been classified as long-term.
Depreciation
Depreciation is provided in amounts sufficient to charge the cost of
depreciable assets to operations over their estimated service lives,
principally on straight-line methods for financial reporting purposes and on
straight-line and accelerated methods for income tax reporting purposes.
Estimated service lives for financial reporting purposes are as follows:
Number of years
---------------
Building 30
Furniture and equipment 7
Income Taxes
Deferred income tax assets and liabilities are recorded based on the
difference between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes.
Net Earnings Per Common Share
Net earnings per common share are based upon the weighted average number of
outstanding common shares and common share equivalents, when dilutive.
Use of Estimates
Preparing 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 the disclosure
of contingent assets and liabilities at the date of the financial statements
and revenues and expenses during the reporting periods. Actual results could
differ from those estimates.
NOTE B - INVESTMENTS
Investments consist of the following at September 30, 1996:
Investment in limited partnership (note C) $ 62,991
Cash surrender value of life insurance 347,825
--------
$410,816
========
NOTE C - INVESTMENT IN LIMITED PARTNERSHIP
The Company has a 30% limited partnership interest in a partnership formed to
develop processes or devices for inhibiting rejection in connection with
organ transplant procedures. This investment includes cost in excess of the
fair value of net assets acquired (goodwill), which is being amortized over a
five-year life. The general partner of the limited partnership is a
corporation owned by a significant shareholder of the Company (note H).
In connection with this investment, the Board of Directors authorized the
Company to enter into an agreement ("Stock Award Agreement") to issue 383,500
shares of common stock to the general partner with a total fair market value
at the date of issuance of $967,250. These shares have been placed in escrow
and will be released to the general partner on the attainment of specific
project development milestones. Upon attainment of these milestones, shares
released from escrow will be charged to research and development expense
based on their fair market value at the date the milestones are achieved. The
agreement expires on October 31, 1998. As of September 30, 1996, none of the
milestones had been met and all 383,500 shares remain in escrow. These shares
can be voted by the general partner while in escrow; however, any cash
dividends paid would be placed in escrow until the shares are released.
NOTE D - NOTE PAYABLE TO BANK
The Company has a line of credit facility with a bank under which it can
borrow up to $1,000,000, subject to a defined borrowing base. Amounts
outstanding under the facility are due upon demand or, if no demand is made,
on April 30, 1997 and bear interest at prime plus .5% (effective rate of
8.75% at September 30, 1996). The facility is collateralized by substantially
all assets of the Company, contains restrictive covenants which include, but
are not limited to, minimum tangible net worth and net income and a maximum
debt to tangible net worth ratio. Effective September 30, 1996, the Company
was in compliance with all covenants. The Company expects to maintain or
replace the line of credit under similar terms.
NOTE E - LONG-TERM OBLIGATION
The Company has a term note payable to a bank which is due in monthly
installments of principal and interest at the bank's prime rate plus .5%
(effective rate of 8.75% at September 30, 1996). The note is due in 2001 and
is collateralized by a building. It is subject to the same restrictive
covenants as the line of credit (note D).
Maturities of the long-term obligation are as follows for the years
ending September 30:
1997 $ 7,521
1998 8,205
1999 8,955
2000 9,770
2001 365,130
--------
$399,581
========
NOTE F - SHAREHOLDERS' EQUITY
Employee Stock Ownership Plan
The Board of Directors has adopted an Employee Stock Ownership Plan (ESOP).
The Company originally advanced $150,000 to the ESOP for the purchase of
225,000 shares of newly issued common stock at $.67 a share. The loan to the
ESOP bears interest at 9% per annum and is to be repaid over 20 years in
annual payments of $7,500 plus interest. Repayment by the ESOP will be made
from future annual contributions by the Company. The ESOP contributions were
approximately $20,000 for each of the years ended September 30, 1996 and
1995.
Stock Options
The Company has granted nonqualified stock options to key employees and other
individuals providing services to the Company at an exercise price not less
than market price as of the date of grant. Each grant awarded specifies the
period for which the options are exercisable and provides that the options
shall expire at the end of such period.
Option transactions for the two years ended September 30, 1996 are
summarized as follows:
Number Option
of shares price range
--------- -----------
Outstanding at October 1, 1994 100,000 $2.50 - $2.75
Granted 120,364 1.50 - 1.63
-------
Outstanding at September 30, 1995 220,364 1.50 - 2.75
Expired (60,000) 2.50
--------
Outstanding at September 30, 1996 160,364 1.50 - 2.75
=======
Options to purchase 132,364 shares were exercisable at September 30, 1996.
NOTE G - INCOME TAXES
Deferred income tax assets and liabilities consist of the following at
September 30, 1996:
Deferred tax assets
Accrued liabilities $ 54,000
Allowance for doubtful accounts 7,000
Inventories 83,000
Capital loss carryforward 14,000
Charitable contribution carryforward 22,000
Other 4,000
--------
184,000
Valuation allowance (68,000)
--------
$116,000
========
Deferred tax liabilities
Property and equipment $109,000
Capitalized catalog costs 14,000
--------
$123,000
========
Income tax expense (benefit) consists of the following:
Years ended
September 30,
------------------------------
1996 1995
---- ----
Currently payable
Federal $ 56,000 $ 56,000
State (12,000) 8,000
------- ------
44,000 64,000
Deferred
Federal (37,000) 43,000
State (3,000) 4,000
------- ------
(40,000) 47,000
------- -------
$ 4,000 $111,000
====== =======
A reconciliation of income taxes at the statutory rate to the actual
income taxes provided is as follows:
Years ended
September 30,
----------------------
1996 1995
Federal tax, at statutory rate 34.0% 34.0%
State income taxes, net of federal tax benefit
and credits received (9.9) 2.0
Differences in statutory rates (11.4) -
Officers life insurance 7.2 2.0
Non-deductible entertainment expenses 4.0 .4
Adjustment of prior year's accruals (3.1) 2.6
Research and development credits (18.5) (6.2)
Other 1.6 (.5)
---- ----
Effective rate 3.9% 34.3%
==== ====
The Company has a capital loss carryforward of approximately $38,000
available to offset future capital gains and a charitable contribution
carryforward of approximately $60,000 which may be carried forward for up to
five years. Benefits of these carryforwards will be recognized as they become
deductible for tax purposes.
NOTE H - RELATED PARTY TRANSACTIONS
Significant Shareholder
The Company has entered into several transactions with a significant
shareholder and Chief Financial Officer of the Company as described below:
The shareholder has an employment agreement with the Company. Total
compensation earned under this agreement was approximately $233,000 and
$339,000 in 1996 and 1995. The employment agreement provides for a five-year
term (through March 1998) and includes a non-compete covenant for two years
from the date of termination and a provision for severance compensation on
termination of employment under certain circumstances during the term of the
agreement. A similar employment agreement exists with the Company's
president.
The shareholder has an exclusive license agreement for specified products he
developed which pays royalties of 4% of the net sales price of the products
sold by the Company. Royalties earned by the shareholder were $26,424 and
$21,455 during the years ended September 30, 1996 and 1995.
Under an exclusive license agreement with the shareholder for specified
Oxboro Outdoors, Inc. products invented or developed, royalties ranging from
8% to 9% of the net sales price of the products sold are to be paid. Advance
royalties of $112,500 (the maximum under the agreement) were paid prior to
1995 on products accepted for production. These advances were capitalized on
the books of the Company when paid and are being amortized as sales of the
related products are made. At September 30, 1996, net royalites remaining on
the books were approximately $95,000. The shareholder is not entitled to
further royalties on such products until net sales of all products eligible
for royalties multiplied by the applicable royalty percentage exceeds the sum
of all paid royalty advances.
This shareholder is the sole trustee of, and votes the unallocated shares
held in the Company's Employee Stock Ownership Plan, and is also the sole
shareholder of the general partner described in note C.
Other
A director of the Company received approximately $60,000 during each of the
fiscal years ended September 30, 1996 and 1995 for general business
consulting and for development and enhancement of the Company's computer
capabilities.
Another director received approximately $10,000 in commissions from the sale
of insurance policies to the Company during each of the years ended September
30, 1996 and 1995. This director also received $30,000 in consulting fees
related to Oxboro Outdoors, Inc. during each of the years ended September 30,
1996 and 1995.
Each director of the Company who is not an employee receives a fee for
services provided in the amount of $600 per month. The aggregate fees paid to
nonmanagement directors for services rendered for the years ended September
30, 1996 and 1995 were approximately $32,000 and $20,000, respectively. The
directors also received bonuses of $5,000 each for the year ended September
30, 1995 which totaled $15,000. No bonuses were earned for the year ended
September 30, 1996.
The President of the Company issued a promissory note to the Company in the
amount of $160,000 in conjunction with the exercise of stock options. The
note bears interest at the stated Applicable Federal Rate (effective rate of
6.64% at September 30, 1996) and is due in annual installments through
January 25, 1999; $80,000 remained outstanding under this note at September
30, 1996. Additionally, under a product development incentive agreement, this
officer will receive royalties of 4% of net sales of products he developed
for the Company. Royalty payments under this agreement do not accrue and will
not commence until the officer retires. This officer, and the Chief Financial
Officer, participate in a royalty sharing agreement related to certain
products jointly developed for the Company and its subsidiary. Provisions of
this agreement may affect payment terms of other royalty and license
agreements described above.
NOTE I - SEGMENT INFORMATION
Oxboro Medical International, Inc. operates in two industry segments: medical
supplies ("Medical") and outdoor recreational products through its
wholly-owned subsidiary, Oxboro Outdoors, Inc. ("Outdoors"). Financial
information by industry segment as of and for the years ended September 30,
1996 and 1995 is summarized as follows:
<TABLE>
<CAPTION>
Medical Outdoors Consolidated
------- -------- ------------
1996
----
<S> <C> <C> <C>
Net sales $3,995,568 $ 154,150 $4,149,718
Direct contribution operating income
(loss) 1,487,189 (799,861) 687,328
Allocation of corporate expense (462,580) (136,931) (599,511)
---------- ---------- ----------
Operating income (loss) $1,024,609 $ (936,792) $ 87,817
========= ========== ==========
Identifiable assets $4,090,846 $1,366,200 $5,457,046
========= ========= =========
1995
----
Net sales $3,775,285 $ 101,882 $3,877,167
Direct contribution operating income
(loss) 1,638,707 (537,710) 1,100,997
Allocation of corporate expense (667,193) (143,392) (810,585)
--------- -------- ---------
Operating income (loss) $ 971,514 $(681,102) $ 290,412
========== ======== ==========
Identifiable assets $4,008,019 $ 779,380 $4,787,399
========= ======== =========
</TABLE>
Direct contribution operating income (loss) represents segment revenues less
directly related operating expenditures of the Company's segments. Management
believes this is the most meaningful measurement of each segment's results as
it excludes consideration of corporate expenses which are common to both
business segments.
Corporate expenses consist principally of senior management's compensation
and facility costs of the Company's administrative and distribution
headquarters. These costs generally would not be subject to significant
reduction upon the discontinuance or disposal of one of the segments.
NOTE J - COMMITMENTS
Leases
The Company has entered into various operating lease agreements for warehouse
space and equipment rental. These agreements may be canceled at any time by
the Company. Rent expense was $35,376 and $16,750 for fiscal years ended
September 30, 1996 and 1995.
At September 30, 1996, the future aggregate minimum annual lease payments due
under these operating leases for the years ending September 30 are as
follows:
1997 $15,087
1998 1,730
-------
$16,817
=======
Consulting Agreements
In October 1994, Oxboro Outdoors, Inc. entered into a six year consulting
agreement with an individual which provides for annual payments of
approximately $25,000.
On November 1, 1995, the Company entered into consulting agreements with the
President and Chief Financial Officer which provide that upon reaching age 55
and retiring from the Company, each will receive $150,000 per year for a
minimum of five years. These agreements require the officers to be available
to the Company for a certain number of hours per month and prohibit them from
competing with the Company during the terms of the agreements.
NOTE K - FUTURE EFFECT OF RECENTLY ISSUED ACCOUNTING
PRONOUNCEMENTS
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards (SFAS) 121, ACCOUNTING FOR THE IMPAIRMENT OF
LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, which
establishes guidance for when to recognize and how to measure impairment
losses of long-lived assets and certain identifiable intangibles, and how to
value long-lived assets to be disposed of. The Company will adopt this
Statement October 1, 1996, and believes such adoption will not have a
material effect on the Company's financial position or results of operations.
Additionally, the FASB has issued SFAS 123, ACCOUNTING FOR STOCK-BASED
COMPENSATION, which establishes financial accounting and reporting standards
for stock-based employee compensation plans. The Company will adopt this
Statement October 1, 1996, and believes the adoption of this Statement will
not have a material effect on the Company's financial position or results of
operations.
NOTE L - LEGAL PROCEEDINGS
The Company is subject to various legal proceedings in the normal course of
business. Management believes that these proceedings will not have a material
adverse effect on the consolidated financial statements.
NOTE M - FOURTH QUARTER ADJUSTMENTS
During the fourth quarter, the Company recorded reserves for inventory
obsolescence of approximately $99,000, which increased cost of sales. The
Company also reduced inventories by approximately $153,000 to adjust the year
end inventory to the final valuation. This transaction also had the
effect of increasing cost of sales in the fourth quarter.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
The information required by this item is contained in the
Proxy Statement under "Relationship with Independent
Accountants."
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Information required by Item 9 is contained in the Proxy
Statement under "Election of Directors."
ITEM 10. EXECUTIVE COMPENSATION
Information required by Item 10 is contained in the Proxy
Statement under "Election of Directors" and "Executive
Compensation."
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information required by Item 11 is contained in the Proxy
Statement under "Common Stock Ownership."
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information required by Item 12 is contained in the Proxy
Statement under "Executive Compensation" and "Certain
Relationships and Related Transactions."
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
See "Exhibit Index" for list of Exhibits filed with this
report.
(b) Reports on Form 8-K.
No Reports on Form 8-K were filed during the quarter ended
September 30, 1996.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OXBORO MEDICAL INTERNATIONAL, INC.
Dated: December 27, 1996 By /s/ Harley Haase
----------------------------------
Harley Haase, President
Dated: December 27, 1996 By /s/ Larry A. Rasmusson
----------------------------------
Larry A. Rasmusson
Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
/s/ Harley Haase President, principal December 27, 1996
- ----------------------------------- executive officer,
Harley Haase director
/s/ Larry A. Rasmusson Chairman of the Board December 27, 1996
- ----------------------------------- and principal financial
Larry A. Rasmusson and accounting officer
/s/ Keith A. Olson Director December 27, 1996
- -----------------------------------
Keith A. Olson
/s/ Dennis L. Mikkelson Director December 27, 1996
- -----------------------------------
Dennis L. Mikkelson
/s/ John R. Walter Director December 27, 1996
- -----------------------------------
John R. Walter
</TABLE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
3.1 Articles of Incorporation as restated effective July 27, 1994
were filed as Exhibit 3.1 to Registrant's Annual Report on
Form 10-KSB for the year ended September 30, 1995 (the "1995
10-KSB") and are incorporated herein by reference
3.2 Amended and Restated Bylaws effective February 23, 1995 were
filed as Exhibit 3.2 to the 1995 10-KSB and are incorporated
herein by reference
10.1 Limited Partnership Agreement for Project Heart was filed as
Exhibit 10.2 to the Registrant's Annual Report on Form 10-K
for the year ended September 30, 1990 (the "1990 10-K") and
is incorporated herein by reference
*10.2(a) Stock Award Agreement dated October 1, 1990 between the
Registrant and Larry Rasmusson was filed as Exhibit 10.3 to
the 1990 10-K and is incorporated herein by reference
*10.2(b) Amendment No. 1 to Stock Agreement, effective June 19, 1991,
was filed as Exhibit 10.1 to Report on Form 8-K dated June
19, 1991 ("Form 8-K"), and is incorporated herein by
reference
*10.2(c) Amendment No. 2 to Stock Award Agreement, effective October
31, 1995 was filed as Exhibit 10.2(c) to the 1995 10-KSB and
is incorporated herein by reference
*10.3(a) Exclusive License Agreement between the Registrant and Larry
Rasmusson dated April 1, 1990 was filed as Exhibit 10.6 to
the 1990 10-K and is incorporated herein by reference
*10.3(b) First Amendment to Exclusive License Agreement, effective
November 8, 1995 was filed as Exhibit 10.3(b) to the 1995
10-KSB and is incorporated herein by reference
*10.4(a) Employment Agreement between the Registrant and Larry A.
Rasmusson dated April 1, 1993 was filed as Exhibit 10.6 to
the Registrant's Annual Report on Form 10-KSB for the year
ended September 30, 1993 (the "1993 10-KSB") and is
incorporated herein by reference
*10.4(b) First Amendment to Employment Agreement, effective December
21, 1993 was filed as Exhibit 10.4(b) to the 1993 10-KSB and
is incorporated herein by reference
*10.5(a) Exclusive License and Royalty Agreement between Oxboro
Outdoors, Inc. and Larry Rasmusson dated April 17, 1993 was
filed as Exhibit 10.7 to the 1993 10-KSB and is incorporated
herein by reference.
*10.5(b) First Amendment to Exclusive License and Royalty Agreement,
effective December 21, 1993 was filed as Exhibit 10.5(b) to
the 1995 10-KSB and is incorporated herein by reference
*10.5(c) Second Amendment to Exclusive License and Royalty Agreement,
effective November 8, 1995 as filed as Exhibit 10.5(c) to the
1995 10-KSB and is incorporated herein by reference
*10.6 Consulting Agreement, effective November 1, 1995 by and
between the Registrant and Larry Rasmusson was filed as
Exhibit 10.6 to the 1995 10-KSB and is incorporated herein by
reference
*10.7 Stock Option Agreement, effective August 17, 1995, by and
between the Registrant and Larry Rasmusson was filed as
Exhibit 10.7 to the 1995 10-KSB and is incorporated herein by
reference
*10.8(a) Employment Agreement between the Registrant and Harley Haase
dated April 1, 1993 was filed as Exhibit 10.9 to the 1993
10-KSB and is incorporated herein by reference.
*10.8(b) First Amendment to Employment Agreement, effective December
21, 1993 was filed as Exhibit 10.8(b) to the 1995 10-KSB and
is incorporated herein by reference
*10.9(a) Stock Option Exercise and Loan Agreement dated January 25,
1994 by and between the Registrant and Harley Haase was filed
as Exhibit 10.9(a) to the Registrant's Report on Form 10-KSB
for the year ended September 30, 1994 (the "1994 10-KSB") and
is incorporated herein by reference
*10.9(b) $160,000 Secured Promissory Note dated January 25, 1994 from
Harley Haase to the Registrant was filed as Exhibit 10.9(b)
to the 1994 10-KSB and is incorporated herein by reference
*10.9(c) Instruments Security Agreement dated February 21, 1994 by and
between Harley Haase and the Registrant was filed as Exhibit
10.9(c) to the 1994 10-KSB and is incorporated herein by
reference
*10.10 Consulting Agreement, effective November 1, 1995, by and
between the Registrant and Harley Haase was filed as Exhibit
10.10 to the 1995 10-KSB and is incorporated herein by
reference
*10.11 Product Development and Incentive Agreement, effective
November 8, 1995, by and between the Registrant and Harley
Haase was filed as Exhibit 10.11 to the 1995 10-KSB and is
incorporated herein by reference
*10.12 Royalty Sharing Agreement, effective November 21, 1995, by
and between the Registrant, Oxboro Outdoors, Inc., Larry
Rasmusson and Harley Haase was filed as Exhibit 10.12 to the
1995 10-KSB and is incorporated herein by reference
*10.13 Bonus Programs for Harley Haase, Keith Olson and Larry
Rasmusson adopted May 30, 1990 were filed as Exhibit 10.11 to
the Registrant's Annual Report on Form 10-K for the year
ended September 30, 1991 and are incorporated herein by
reference
16 Letter from Price Waterhouse L.L.P. was filed as Exhibit 16
to Report on Form 8-K dated June 9, 1995 and is incorporated
herein by reference
21 The Registrant has two subsidiaries, Oxboro Medical, Inc. and
Oxboro Outdoors, Inc., both of which are incorporated in the
State of Minnesota
27 Financial Data Schedule
*Denotes management contract or compensatory plan or arrangement.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's financial statements for the year ended September 30, 1996, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 13,323
<SECURITIES> 0
<RECEIVABLES> 600,062
<ALLOWANCES> 19,958
<INVENTORY> 2,581,949
<CURRENT-ASSETS> 2,644,395
<PP&E> 1,426,890
<DEPRECIATION> 642,427
<TOTAL-ASSETS> 5,457,046
<CURRENT-LIABILITIES> 707,653
<BONDS> 0
0
0
<COMMON> 26,723
<OTHER-SE> 4,207,610
<TOTAL-LIABILITY-AND-EQUITY> 5,457,046
<SALES> 4,149,718
<TOTAL-REVENUES> 4,149,718
<CGS> 1,446,635
<TOTAL-COSTS> 1,446,635
<OTHER-EXPENSES> 2,615,266
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 102,242
<INCOME-TAX> 4,000
<INCOME-CONTINUING> 98,242
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 98,242
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
