<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(MARK ONE)
X Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
- ----- of 1934
For the quarterly period ended December 31, 1998
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Transition report under Section 13 or 15(d) of the Securities Exchange Act
- ----- of 1934
For the transition period from to
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Commission File No. 0-18785
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OXBORO MEDICAL INTERNATIONAL, INC.
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(Exact name of small business issuer as specified in its charter)
Minnesota 41-1391803
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13828 Lincoln Street NE, Ham Lake, Minnesota 55304
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (612) 755-9516
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No Change
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has 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 issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
2,160,128 shares of Common Stock at January 31, 1999
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TABLE OF CONTENTS
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Page No.
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Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at December 31, 1998
(unaudited) and September 30, 1998 3
Condensed Consolidated Statements of Operations for
Three Months Ended December 31, 1998 and 1997 (unaudited) 4
Condensed Consolidated Statements of Cash Flows for
Three Months Ended December 31, 1998 and 1997 (unaudited) 5
Notes to Condensed Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis 7
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 10
Signature 11
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<PAGE>
I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
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<CAPTION>
December 31, 1998 September 30, 1998
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(unaudited)
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ASSETS
CURRENT ASSETS:
Cash $ 4,945 $ 71,125
Trade receivables less allowance for doubtful accounts
of $23,808 708,830 717,014
Inventories 1,998,686 1,926,925
Deferred income taxes 103,000 103,000
Other current assets 122,018 102,405
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Total current assets 2,937,479 2,920,469
PROPERTY AND EQUIPMENT, NET 1,219,207 1,242,634
OTHER ASSETS
Cash surrender value of life insurance 307,892 287,029
Other 111,119 128,251
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$ 4,575,697 $ 4,578,383
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Note payable to bank $ 495,313 $ 288,313
Current maturities of long-term obligation 7,621 7,621
Accounts payable 304,255 315,017
Accrued salaries, wages, payroll taxes 101,593 109,675
Other accrued expenses 397,317 538,472
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Total current liabilities 1,306,099 1,259,098
LONG-TERM OBLIGATION, less current maturities 376,813 379,041
DEFERRED INCOME TAXES 103,000 103,000
SHAREHOLDERS' EQUITY:
Common stock, $0.01 par value 24,386 24,386
Additional paid-in capital 1,536,617 1,536,617
Retained earnings 1,491,288 1,538,747
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3,052,291 3,099,750
Less stock subscriptions receivable (262,506) (262,506)
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Total shareholders' equity 2,789,785 2,837,244
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$ 4,575,697 $ 4,578,383
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See accompanying notes to condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended
December 31
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1998 1997
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Net sales $ 1,220,223 $ 1,177,746
Cost of goods sold 484,872 411,281
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Gross margin 735,351 766,465
Selling, general and administrative expenses 804,129 649,728
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Operating earnings (loss) (68,778) 116,737
Interest expense (16,352) (10,584)
Interest and other income 37,671 4,611
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Earnings (loss) before income taxes (47,459) 110,764
Income taxes -- 22,153
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Net earnings (loss) $ (47,459) $ 88,611
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Net earnings (loss) per common and common equivalent share
- basic and diluted $ (.02) $ .04
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Weighted average common and common equivalent shares
outstanding --
Basic 2,438,578 2,258,578
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Diluted 2,438,578 2,275,459
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See accompanying notes to condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months Ended
December 31
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1998 1997
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ (47,459) $ 88,611
Adjustments to reconcile net earnings (loss) to net cash used in
operating activities:
Depreciation and amortization 57,701 49,629
Change in operating assets and liabilities:
Trade receivables 8,184 18,983
Inventories (71,761) (161,133)
Other current assets (19,613) 88,737
Accounts payable (10,762) (33,061)
Accrued expenses (149,237) (73,263)
Income taxes payable -- 21,153
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NET CASH USED IN OPERATING ACTIVITIES (232,947) (344)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (34,274) (18,464)
Additions to other assets (3,731) (7,025)
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NET CASH USED IN INVESTING ACTIVITIES (38,005) (25,489)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowing under note payable to bank 207,000 (88,000)
Payments on long-term obligation (2,228) (1,496)
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NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 204,772 (89,496)
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NET DECREASE IN CASH (66,180) (115,329)
CASH, at beginning of period 71,125 124,815
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CASH, at end of period $ 4,945 $ 9,486
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See accompanying notes to condensed consolidated financial statements.
<PAGE>
OXBORO MEDICAL INTERNATIONAL, INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. Although
management believes that the disclosures are adequate to make the
information presented not misleading, it is suggested that these interim
consolidated financial statements be read in conjunction with the Company's
most recent audited consolidated financial statements and notes thereto. In
the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary for a fair presentation of the financial
position, results of operations and cash flows for the interim periods
presented have been made. Operating results for the three months ended
December 31, 1998 are not necessarily indicative of the results that may be
expected for the year ending September 30, 1999.
2. INVENTORIES
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December 31, 1998 September 30, 1998
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Inventories consist of:
Raw materials $1,085,035 $ 1,087,488
Finished goods 913,651 839,437
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$1,998,686 $ 1,926,925
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3. NET EARNINGS (LOSS) PER SHARE
The Company's basic net loss per share amounts have been computed by
dividing net loss by the weighted average number of outstanding common
shares. The Company's diluted net loss per share is computed by dividing
net loss by the weighted average number of outstanding common shares and
common share equivalents relating to stock options, when dilutive. For the
three months ended December 31, 1998, the common share equivalents that
would have been included in the computation of diluted net income per share
were 100,000, had net income been achieved.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
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 fishing, hunting,
and related outdoor recreational markets.
Principal medical products produced and sold by Oxboro include silicone loops,
silicone and fabric clamp covers, instrument guards, suture aid booties,
identification sheet and roll tape, and various holders and organizers for
instruments used in the operating room.
Outdoors's principal products fall into two groups. One group consists of
products licensed by professional sports organizations ("Licensed Products") and
is comprised of four fishing lures products (the spoon, spinner, tandem and
in-line), earrings and key chains. Outdoors has license agreements for such
products with NFL Properties, Inc., Major League Baseball, and National
Association for Stock Car Auto Racing, Inc. ("NASCAR"). It is in the process of
negotiating similar license agreements with the Canadian Football League,
Professional Cowboy Rodeo Association and Professional Bowlers Association. The
other product group consists of miscellaneous fishing and hunting related
products, including fishing tackle products (hooks, lures, leaders, weights,
artificial bait and lines), fishing tools and equipment, and fishing and hunting
accessory products (self-adhesive organizational foam and other products).
RESULTS OF OPERATIONS
Net sales for the three-month period ended December 31, 1998 were $1,220,223 as
compared to $1,177,746 for the corresponding period in the previous fiscal year.
This represents an increase of approximately 4%.
Net sales of medical and surgical products were $1,041,314, a decrease of 2%, or
$20,009, as compared to the corresponding period in fiscal 1997. The largest
dollar decrease in sales ($12,233) came from international sales. Direct sales
to hospitals and dealers were up slightly, and sales to packaging companies were
down slightly. Strong competition continues in the Company's medical product
markets.
Outdoors sales for the three months ended December 31, 1998 were $178,909 as
compared to $116,423 for the corresponding period in the previous fiscal year,
an increase of approximately 54%. For first quarter 1999, shipment of products
produced under license from NFL Properties accounted for approximately 74% of
sales of Outdoors products as compared to 83% of sales for the corresponding
period in fiscal 1998.
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Gross margin for the first quarter of fiscal 1999 and 1998 was 60% and 65%,
respectively. The 5% decrease in gross margin for first quarter 1999 results
from expenses related to compliance activities for ISO 9000, European CE Mark
certification and various regulatory matters. Gross margin for the three-month
period ended December 31, 1998 for medical and surgical products decreased by 5%
from 69% to 64%. Gross margin for the same period for Outdoors increased by 8%
from 28% to 36%.
During the first quarter of fiscal 1999, selling, general and administrative
("SG&A") expenses increased by 24%, or $154,401 and increased from 55% to 66% as
a percentage of sales, as compared to the first quarter of fiscal 1998.
SG&A expenses for Oxboro increased by approximately $169,000, or 37%,
resulting from increases in consultants ($53,420) and outside services
($22,850) used to support transition management. The increase was also caused
by costs of a noncompete agreement with the Company's former chief executive
officer ($18,750).
SG&A expenses for Outdoors decreased by approximately $15,000, or 8%, compared
to the corresponding period in the previous fiscal year. The decrease was due
mainly to a reduction in advertising expense ($22,630), offset by an increase in
royalties ($17,248).
The loss before income taxes for first quarter of fiscal 1999 was $47,459 as
compared to earnings of $110,764 in first quarter of fiscal 1998. The decrease
is mainly due to the increase in SG&A expenses and the decrease in gross margins
for medical and surgical products.
LIQUIDITY AND CAPITAL RESOURCES
The Company has typically financed its operations through internal working
capital and a bank line-of-credit. Financing of its building has been through
long-term bank financing. As of December 31, 1998, the Company had working
capital of $1,631,380 as compared to $1,661,371 at September 30, 1998, and
long-term debt of $376,813. As of December 31, 1998, the Company had $4,945 in
cash as compared to $71,125 at September 30, 1998.
During the quarter ended December 31, 1998, the Company used $232,947 in net
cash in operating activities, including an increase of $71,761 in inventories
and a decrease of $149,237 in accrued expenses. The Company used $38,005 in
investing activities during the quarter ended December 31, 1998, primarily for
equipment and tooling for Outdoors products.
The Company's bank line of credit of $550,000 expires on March 31, 1999 and
bears interest at prime plus 0.5%. As of December 31, 1998, the Company's
outstanding balance on this line of credit was $495,313, increased from $288,313
at September 30, 1998. The Company expects to maintain or replace the line of
credit under terms similar to those in effect at December 31, 1998, and believes
it has adequate capital to meet its cash requirements for the next twelve
months.
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FORWARD LOOKING STATEMENTS
Forward-looking statements herein are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Investors
are cautioned that all forward-looking statements involve risks and uncertainty.
There are certain important factors that could cause results to differ
materially from those anticipated by some of the statements made herein. 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, changes
in management of the Company, maintenance of operating capital and bank
financing, and overall economic conditions, including inflation and consumer
buying patterns.
YEAR 2000 ISSUES
The Company has assessed and continues to assess the impact of the Year 2000
issue on its reporting systems and operations. The Year 2000 issue exists
because many computer systems and applications currently use two-digit fields to
designate a year. As the century date occurs, date sensitive systems may
recognize the Year 2000 as 1900 or not at all. This inability to recognize or
properly treat the Year 2000 may cause systems to process critical financial and
operational information incorrectly.
Most management information systems under which the Company is currently
operating recognize the Year 2000. Any hardware or software that the Company
acquires as part of the updating of its management information systems during
fiscal year 1999 will recognize the Year 2000. The Company's other operational
systems have not yet been tested for Year 2000 compliance. Further, the Company
has not yet determined whether the entities with which it does business will be
Year 2000 compliant.
The Company plans to devote the necessary resources to resolve all significant
Year 2000 issues in a timely manner, including contacting entities with whom the
Company conducts business to determine their readiness. The Company plans to
complete its assessments as soon as reasonably possible and no later than
September 30, 1999. Thus far, the Company's expenditures for Year 2000
compliance have been minimal. Although it has not yet quantified the cost of any
required modifications, the Company anticipates these costs will be minimal.
If Year 2000 modifications are not properly completed either by the Company or
any entities with whom the Company conducts business, which include
approximately 3,800 hospitals, the Company could be unable to receive, process,
or ship orders to customers on a timely basis, if at all. In such case, the
Company's revenues and financial condition could be adversely impacted. At this
time the Company believes it is not necessary to adopt a contingency plan for
the possibility that assessments and potential corrections will not be completed
in a timely manner. However, the Company will continue to assess the need for a
contingency plan, particularly as it relates to the capabilities of its
customers.
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
No Reports on Form 8-K were filed during the quarter ended
December 31, 1998.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant caused this
Report to be signed on its behalf by the undersigned, thereunto duly authorized.
OXBORO MEDICAL INTERNATIONAL, INC.
Dated: February 15, 1999 By /s/ Robert S. Garin
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Robert S. Garin
Chairman of the Board
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FORM 10-QSB FOR THE QUARTER ENDED DECEMBER 31, 1998, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 4,945
<SECURITIES> 0
<RECEIVABLES> 732,638
<ALLOWANCES> 23,808
<INVENTORY> 1,998,686
<CURRENT-ASSETS> 2,937,479
<PP&E> 2,292,717
<DEPRECIATION> 1,073,510
<TOTAL-ASSETS> 4,575,697
<CURRENT-LIABILITIES> 1,306,099
<BONDS> 0
0
0
<COMMON> 24,386
<OTHER-SE> 2,765,399
<TOTAL-LIABILITY-AND-EQUITY> 4,575,697
<SALES> 1,220,223
<TOTAL-REVENUES> 1,220,223
<CGS> 484,872
<TOTAL-COSTS> 484,872
<OTHER-EXPENSES> 804,129
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 16,352
<INCOME-PRETAX> (47,459)
<INCOME-TAX> 0
<INCOME-CONTINUING> (47,459)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (47,459)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
