<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995
COMMISSION FILE NO. 0-10552
------------------------------
SCHERER HEALTHCARE, INC.
(Exact name of registrant as specified in its Charter)
DELAWARE 59-0688813
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2859 PACES FERRY ROAD, SUITE 300, ATLANTA, GEORGIA 30339
(Address of principal executive offices, including Zip Code)
(770) 333-0066
(Registrant's telephone number, including area code)
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 of each of the issuer's classes of Common
Stock, as of the latest practicable date:
CLASS OUTSTANDING AS OF OCTOBER 31, 1995
----------------------------------- ----------------------------------
Common Stock, $0.01 par value 4,666,856
Page 1 of 16
Index of Exhibits appears on page 15
<PAGE>
SCHERER HEALTHCARE, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995
TABLE OF CONTENTS
ITEM PAGE
NUMBER PART I. FINANCIAL INFORMATION NUMBER
- ------ ------
1 Financial Statements:
Condensed Consolidated Balance
Sheets as of September 30, 1995 and
March 31, 1995 ................................................... 3
Condensed Consolidated Statements
of Operations for the Three and Six Months
Ended September 30, 1995 and 1994 ................................ 5
Condensed Consolidated Statements
of Cash Flows for the Six Months
Ended September 30, 1995 and 1994 ................................ 6
Notes to Condensed Consolidated
Financial Statements ............................................. 7
2 Management's Discussion and Analysis
of Financial Condition and Results
of Operations ................................................... 9
PART II. OTHER INFORMATION
4 Submission of Matters to a Vote of Security Holders ............. 13
6 Exhibits and Reports on Form 8-K ................................ 13
SIGNATURES ...................................................... 14
Index to Exhibits ............................................... 15
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SCHERER HEALTHCARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
September 30, 1995 March 31, 1995
------------------ --------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,756,000 $ 1,273,000
Investments, at cost which approximates market -- 3,232,000
Accounts receivable, less allowance for doubtful
accounts of $229,000 and $228,000, respectively 7,177,000 7,248,000
Current maturities of notes receivable 452,000 328,000
Inventories 5,572,000 5,644,000
Prepaid and other 373,000 506,000
----------- -----------
Total current assets 15,330,000 18,231,000
----------- -----------
PROPERTY AND EQUIPMENT 19,181,000 18,826,000
Less accumulated depreciation (6,352,000) (5,389,000)
----------- -----------
Net property and equipment 12,829,000 13,437,000
----------- -----------
OTHER ASSETS
Cost in excess of net assets of
businesses acquired, net 6,965,000 7,165,000
Other investments, at cost 651,000 650,000
Notes receivable, less current portion 573,000 1,038,000
Intangibles 566,000 829,000
Deferred taxes and other 329,000 329,000
----------- -----------
Total other assets 9,084,000 10,011,000
----------- -----------
TOTAL ASSETS $37,243,000 $41,679,000
----------- -----------
----------- -----------
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
SCHERER HEALTHCARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30, 1995 March 31, 1995
------------------ --------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 3,371,000 $ 3,715,000
Accrued expenses 4,451,000 5,071,000
Line of credit and current maturities
of debt obligations 1,483,000 3,423,000
Deferred contract revenue 351,000 772,000
Payable to affiliates 7,221,000 7,601,000
Other 152,000 58,000
----------- -----------
Total current liabilities 17,029,000 20,640,000
----------- -----------
LONG-TERM DEBT, net of current maturities 4,938,000 4,944,000
OTHER LIABILITIES 358,000 388,000
COMMITMENTS AND CONTINGENCIES
MINORITY INTERESTS IN SUBSIDIARY
AND PARTNERSHIPS 1,226,000 1,221,000
STOCKHOLDERS' EQUITY
Convertible preferred stock - $.01 par value,
2,000,000 shares authorized;
29,854 shares issued and outstanding
(35,006 at March 31, 1995) -- --
Common stock - $.01 par value,
12,000,000 shares authorized;
4,665,639 shares issued
(4,642,814 at March 31, 1995);
4,289,277 shares outstanding
(4,266,452 at March 31, 1995) 47,000 46,000
Capital in excess of par value 22,316,000 22,317,000
Accumulated deficit (5,698,000) (4,904,000)
Less treasury stock, at cost (2,973,000) (2,973,000)
----------- -----------
Total stockholders' equity 13,692,000 14,486,000
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $37,243,000 $41,679,000
----------- -----------
----------- -----------
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
SCHERER HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
September 30, September 30,
--------------------------- --------------------------
1995 1994 1995 1994
------------ ------------- ------------ ------------
<S> <C> <C> <C> <C>
NET SALES $11,561,000 $10,370,000 $23,240,000 $21,031,000
----------- ----------- ----------- -----------
COSTS AND EXPENSES
Cost of goods sold 8,012,000 7,540,000 15,749,000 15,047,000
Selling, general, and administrative 3,312,000 3,692,000 6,872,000 7,520,000
Research and development 579,000 717,000 1,084,000 1,387,000
----------- ----------- ----------- -----------
Total costs and expenses 11,903,000 11,949,000 23,705,000 23,954,000
----------- ----------- ----------- -----------
OPERATING LOSS (342,000) (1,579,000) (465,000) (2,923,000)
OTHER EXPENSE, net (270,000) (201,000) (310,000) (377,000)
----------- ----------- ----------- -----------
LOSS BEFORE MINORITY INTEREST
AND INCOME TAXES (612,000) (1,780,000) (775,000) (3,300,000)
MINORITY INTEREST IN NET
LOSS OF SUBSIDIARY AND
PARTNERSHIPS 20,000 580,000 36,000 1,123,000
----------- ----------- ----------- -----------
LOSS BEFORE INCOME TAXES (592,000) (1,200,000) (739,000) (2,177,000)
BENEFIT (PROVISION) FOR INCOME TAXES (19,000) 176,000 (55,000) 140,000
----------- ----------- ----------- -----------
NET LOSS $ (611,000) $(1,024,000) $ (794,000) $(2,037,000)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
NET LOSS PER COMMON SHARE $ (.14) $ (.24) $ (.19) $ (.48)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
WEIGHTED AVERAGE SHARES
OUTSTANDING 4,272,406 4,257,213 4,269,445 4,244,257
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
SCHERER HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended
September 30,
---------------------------
1995 1994
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (794,000) $(2,037,000)
Adjustments to reconcile net loss to net cash used for
operating activities:
Depreciation and amortization 1,296,000 1,466,000
Minority interest 4,000 (1,123,000)
Gain on sale of assets (217,000) (45,000)
Other noncash charges and credits, net (17,000) 66,000
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net 72,000 610,000
Inventories 71,000 (287,000)
Prepaid and other 133,000 (152,000)
Income taxes, net 102,000 (238,000)
Accounts payable and accrued expenses (960,000) (1,343,000)
Deferred contract revenues (421,000) (325,000)
Other liabilities (30,000) (46,000)
----------- -----------
Net cash used for operating activities (761,000) (3,454,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment, net (263,000) (1,026,000)
Proceeds from disposition of assets 217,000 218,000
Decrease in notes receivable 301,000 355,000
Decrease (increase) in investments 3,270,000 (200,000)
Other investing activities, net 230,000 (214,000)
----------- -----------
Net cash provided by (used for) investing activities 3,755,000 (867,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net repayment of borrowings (2,131,000) (7,000)
Advances from (repayments to) affiliated companies (380,000) 1,699,000
----------- -----------
Net cash provided by (used for) financing activities (2,511,000) 1,692,000
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 483,000 (2,629,000)
CASH AND CASH EQUIVALENTS, beginning of period 1,273,000 3,547,000
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 1,756,000 $ 918,000
----------- -----------
----------- -----------
NON CASH INVESTING AND FINANCING
TRANSACTIONS:
Conversion of note receivable from Marquest to
Marquest common stock $ -- $ 2,500,000
----------- -----------
----------- -----------
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE>
SCHERER HEALTHCARE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1.
The accompanying condensed consolidated financial statements of Scherer
Healthcare, Inc. and its subsidiaries (the "Company") include all adjustments
that, in the opinion of management, are necessary for a fair presentation of
the results for the period indicated. Quarterly results of operations are
not necessarily indicative of annual results. These statements should be read
in conjunction with the consolidated financial statements and the notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1995.
Certain fiscal 1995 amounts have been reclassified to conform with the fiscal
1996 presentation.
NOTE 2.
The components of inventory consist of the following:
<TABLE>
<CAPTION>
September 30, 1995 March 31, 1995
------------------ --------------
<S> <C> <C>
Finished products $1,870,000 $2,107,000
Work in progress 199,000 203,000
Containers, packaging, and raw materials 3,503,000 3,334,000
---------- ----------
$5,572,000 $5,644,000
---------- ----------
---------- ----------
</TABLE>
Inventories are stated at the lower of net realizable value or cost using the
first-in, first-out ("FIFO") method.
NOTE 3.
The Company had a $3,200,000 line of credit arrangement with a bank which was
collateralized by $3,200,000 of investments. Borrowings under the line of
credit had an interest rate of prime. In June 1995, the Company elected to
payoff its then remaining balance on this line of credit of $2,989,000 with
the investments that collateralized the line.
Debt and obligations under capital leases consisted of the following:
<TABLE>
<CAPTION>
September 30, 1995 March 31, 1995
------------------ --------------
<S> <C> <C>
Obligations under line of credit arrangement -- $ 1,944,000
Swiss debt principal and accrued interest at 9% $ 824,000 813,000
Note payable to bank, due through fiscal 2004;
variable interest rate, 8.375 % at September 30,
1995 1,188,000 1,234,000
Mortgage note payable due through fiscal 1999;
prime plus 1/2% 458,000 466,000
Obligations under capital leases, due in varying
installments through fiscal 1999 1,133,000 935,000
Notes payable due fiscal 1996 at 18% 116,000 220,000
Swiss notes payable due fiscal 1999 at 8% 2,637,000 2,677,000
Other long-term debt 65,000 78,000
----------- -----------
6,421,000 8,367,000
Less current maturities (1,483,000) (3,423,000)
----------- -----------
Long-term debt $ 4,938,000 $ 4,944,000
----------- -----------
----------- -----------
</TABLE>
7
<PAGE>
NOTE 4.
At September 30, 1995 and March 31, 1995, the Company had payables to
affiliates of approximately $7,221,000 and $7,601,000, respectively, due to
Scherer Scientific, Ltd. and Scherer Capital, L.L.C.. These payables are due
on demand and bear interest ranging from prime rate plus .5% to prime rate
plus 2%. These entities are controlled by the majority stockholder of the
Company.
During the first quarter of fiscal 1996 and prior periods, Scherer
Scientific, Ltd. provided to the Company and its subsidiaries administrative,
accounting, management oversight and payroll services (collectively, the
"Administrative Services") and facilities costs. Effective July 1, 1995,
Scherer Scientific, Ltd. and the Company terminated the Administrative
Services arrangement and approximately 14 employees of Scherer Scientific,
Ltd. became employees of the Company. As a result, the Company currently
provides its own administrative, accounting, management and payroll services.
NOTE 5.
On October 3, 1995, the Company sold certain of the assets of Scherer
Healthcare, Ltd. (doing business as Custom Medical Products ("Custom
Medical")) to Cordis Medical Products, Inc. ("Cordis Medical"), a
wholly-owned subsidiary of Cordis Corporation, for approximately $6,500,000.
The assets acquired were those used in connection with Custom Medical's
business of packing and distributing medical supplies for surgical procedures
and providing nonwoven medical drapes, gowns and accessory items to hospitals
and other healthcare providers (the "Medical Business"). Additionally,
Cordis Medical agreed to assume all accounts payable related to the Medical
Business and certain other specifically identified liabilities, including the
mortgage on Custom Medical's facility located in Asheville, North Carolina.
The net proceeds received to date, before income taxes, are approximately
$4,700,000. The Company expects to record a pretax gain of approximately
$2,600,000 in the third quarter; however, it has not finalized the effects of
the transaction. The Company will continue in the business of providing
nonwoven apparel for industrial uses.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the net sales and
operating income (loss) for each segment of the business of the Company and
its subsidiaries:
<TABLE>
<CAPTION>
Three months ended Six months ended
September 30, September 30,
------------------------- -------------------------
1995 1994 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES:
Medical Device and Surgical/Safety
Disposables Segment
Marquest Medical Products, Inc. $ 5,193,000 $ 4,597,000 $10,477,000 $ 9,496,000
Custom Medical Products 3,310,000 2,909,000 6,453,000 5,690,000
Waste Management Services Segment 2,640,000 2,467,000 5,263,000 4,937,000
Pharmaceutical Research and Development Segment 211,000 165,000 421,000 363,000
Consumer Healthcare Products Segment 207,000 232,000 626,000 545,000
----------- ----------- ----------- -----------
Company Totals $11,561,000 $10,370,000 $23,240,000 $21,031,000
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
OPERATING INCOME (LOSS):
Medical Device and Surgical/Safety
Disposables Segment
Marquest Medical Products, Inc. $ 149,000 $ (814,000) $ 104,000 $(1,694,000)
Custom Medical Products (41,000) (93,000) 95,000 (157,000)
Waste Management Services Segment 185,000 187,000 453,000 533,000
Pharmaceutical Research and Development Segment (422,000) (765,000) (829,000) (1,414,000)
Consumer Healthcare Products Segment 48,000 51,000 229,000 153,000
Corporate (261,000) (145,000) (517,000) (344,000)
----------- ----------- ----------- -----------
Company Totals $ (342,000) $(1,579,000) $ (465,000) $(2,923,000)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
The Company's net sales increased by 11% to $11,561,000 for the second quarter
of fiscal 1996 from $10,370,000 for the second quarter of fiscal 1995. The
Company's operating loss decreased to $342,000 for the second quarter of fiscal
1996 from $1,579,000 during the same period in fiscal 1995. The Company reduced
its cost of sales from 73% of net sales in the second quarter of fiscal 1995 to
69% in the second quarter of fiscal 1996 and its selling, general and
administrative expenses from 36% of net sales in the second quarter of fiscal
1995 to 29% in the second quarter of fiscal 1996.
For the first six months of fiscal 1996, the Company's net sales increased by
11% to $23,240,000 from $21,031,000 during the first six months of fiscal 1995.
The Company's operating loss decreased to $465,000 for the six months ended
September 30, 1995 from $2,923,000 during the same period in fiscal 1995. The
Company reduced its cost of sales from 72% of net sales in the first six months
of fiscal 1995 to 68% in the first six months of fiscal 1996 and its selling,
general and administrative expenses from 36% of net sales in the first six
months of fiscal 1995 to 30% in the first six months of fiscal 1996.
The results of operations of the Company are dependent upon the results of
operations of each of its subsidiaries and majority owned partnerships operating
in the Company's individual business segments. Set forth below is a discussion
of the results of operations of each of these segments.
9
<PAGE>
MEDICAL DEVICE AND SURGICAL/SAFETY DISPOSABLES SEGMENT
MARQUEST MEDICAL PRODUCTS, INC. Sales of the Company's 40% owned subsidiary,
Marquest Medical Products, Inc. ("Marquest"), increased 13% to $5,193,000 for
the second quarter of fiscal 1996 from $4,597,000 during the same period in
fiscal 1995 and Marquest's net sales increased 10% to $10,477,000 for the six
months ended September 30, 1995 from $9,496,000 during the same period in fiscal
1995. Marquest's sales in the first half of fiscal 1995 were lower than in
fiscal 1996 due to a decline in sales to hospitals which Marquest believes was
due primarily to the uncertainties of healthcare reform. Also, many of
Marquest's distributors purchased high levels of product during the fourth
quarter of fiscal 1994 which depressed Marquest's sales in the first quarter of
fiscal 1995.
Marquest reported operating income of $149,000 in the second quarter of
fiscal 1996 compared to an operating loss of $814,000 in the same quarter of
fiscal 1995 and operating income of $104,000 for the six months ended
September 30, 1995 compared to an operating loss of $1,694,000 during the
same period in fiscal 1995. The operating improvements are a result of the
increase in sales discussed above combined with an emphasis on cost
reduction. Marquest reduced manufacturing costs and administrative expenses
by reductions in personnel, improved operational efficiencies and increased
vertical integration of the manufacturing processes. Primarily, as a result
of these measures, Marquest reduced its cost of sales from 77% of net sales
for the six months ended September 30, 1994 to 69% for the same period in
fiscal 1996 and Marquest reduced its selling, general and administrative
expenses from 40% of net sales for the six months ended September 30, 1994 to
30% for the same period in fiscal 1996.
CUSTOM MEDICAL PRODUCTS. Scherer Healthcare, Ltd., which is a majority owned
partnership of the Company conducting business under the name Custom Medical
Products ("Custom Medical"), experienced a 14% increase in sales to $3,310,000
in the second quarter of fiscal 1996 from $2,909,000 in the second quarter of
fiscal 1995. This increase was primarily attributable to increased sales of its
surgical disposable trays to Cordis Corporation ("Cordis"). During the second
quarter of fiscal 1996, Custom Medical entered into an agreement with Cordis
which, among other things, required Cordis to purchase all finished surgical
disposable trays as determined by a physical inventory taken on August 5, 1995.
In addition to the purchase of the finished trays, Cordis agreed to a 10%
increase in the price of the trays.
For the six months ended September 30, 1995, Custom Medical's net sales
increased 13% to $6,453,000 from $5,690,000 during the same period in fiscal
1995. This sales growth can be attributed to the increase in the sales of its
surgical disposable trays during the second quarter and to an increase in sales
(approximately $436,000) of its disposable specialty apparel, which is sold to
the industrial and clean room markets, during the first six months of fiscal
1996 compared to the first six months of fiscal 1995. The increase in the sales
of the disposable specialty apparel is primarily due to the introduction of two
new fabric lines.
Custom Medical's operating loss decreased to $41,000 during the second quarter
of fiscal 1996 from $93,000 during the second quarter of fiscal 1995; however,
for the six months ended September 30, 1995, Custom Medical reported operating
income of $95,000 compared to an operating loss of $157,000 for the same period
in fiscal 1995. The agreement that Custom Medical entered into with Cordis,
effective April 1, 1995, required Cordis to reimburse Custom Medical a monthly
shortfall amount ($52,500 per month for the period from April to July 1995 and
$42,500 for the months of August and September 1995) to help offset monthly
losses incurred under the contract with Cordis to assemble surgical disposable
trays. Custom Medical experienced substantial losses under its surgical trays
contract with Cordis during the first six months of fiscal 1995.
On October 3, 1995, Custom Medical sold certain of its assets to Cordis Medical
Products, Inc. ("Cordis Medical"), a wholly-owned subsidiary of Cordis. The
assets acquired by Cordis Medical were those used in connection with Custom
Medical's business of packing and distributing medical supplies for surgical
procedures and providing nonwoven medical drapes, gowns and accessory items to
hospitals and other healthcare providers. Effective with this transaction,
all contracts and agreements with Cordis were terminated. Custom Medical will
continue to operate in the business of providing nonwoven apparel for industrial
uses. This transaction will decrease net sales (approximately $5,300,000 for
the six months ended September 30, 1995); however, it is not expected to have a
material effect on operating margins or operating cash flows.
10
<PAGE>
WASTE MANAGEMENT SERVICES SEGMENT
Sales in the Company's Waste Management Services segment increased
approximately 7% to $2,640,000 in the second quarter of fiscal 1996 from
$2,467,000 in the second quarter of fiscal 1995. For the six months ended
September 30, 1995, net sales also increased approximately 7% to $5,263,000
from $4,937,000 during the same period in fiscal 1995. The increase in sales
is due to the continuing acquisition of new waste disposal contracts with
hospitals. Operating income, however, decreased 15% or $80,000 to $453,000
in the six months ended September 30, 1995 compared to $533,000 in the same
period of fiscal 1995. The decrease in operating income was primarily caused
by a rise in operating costs that could not be offset due to the current
pricing pressure in both the hospital and physician markets combined with an
increase in insurance costs in fiscal 1996.
PHARMACEUTICAL RESEARCH AND DEVELOPMENT SEGMENT
Biofor, Inc., a majority owned subsidiary of the Company operating the
Company's Pharmaceutical Research and Development Segment, decreased its
operating loss 45% to $422,000 for the second quarter of fiscal 1996 from
$765,000 during the second quarter of fiscal 1995 and decreased its operating
loss 41% to $829,000 for the six months ended September 30, 1995 from
$1,414,000 during the same period in fiscal 1995. In the fourth quarter of
fiscal 1995, Biofor wrote down certain intangible assets to their net
realizable value which reduced the quarterly amortization expense associated
with those intangible assets by approximately $81,000. During the second
quarter of fiscal 1996, Biofor ceased further drug design efforts and is
concentrating solely on an existing third party research contract. As a
result, Biofor had a reduction in its personnel, incurring a one-time charge
during the quarter of approximately $275,000, and also reduced its testing
and laboratory expenses. Upon completion of the third party research
contract, which expires in February 1996, the Company will evaluate whether
or not it will continue operating Biofor as a contract research firm.
CONSUMER HEALTHCARE PRODUCTS SEGMENT
Sales for the Consumer Healthcare Products segment decreased 11% to $207,000
in the second quarter of fiscal 1996 from $232,000 in the second quarter of
fiscal 1995. For the first six months of fiscal 1996, net sales increased
15% to $626,000 compared to $545,000 during the same period in fiscal 1995.
The record level of sales of certain over-the-counter products achieved
during the first quarter of fiscal 1996 negatively affected the level of
sales of the same products during the second quarter of fiscal 1996. The
sales growth during the first quarter of fiscal 1996 was due to an increase
in sales to McKesson Drug Co. ("McKesson"), the primary wholesaler to
Wal-Mart.
LIQUIDITY AND CAPITAL RESOURCES
THE COMPANY
CASH USED BY OPERATIONS.
The Company's (excluding Marquest) cash used for operating activities
decreased to approximately $353,000 for the first six months of fiscal 1996
from approximately $2,801,000 during the same period of fiscal 1995. The
decrease in use of operating cash is primarily attributable to Custom
Medical's improved working capital management. During the first half of
fiscal 1995, Custom Medical made significant inventory purchases in
anticipation of projected sales increases under the Cordis contract. The
anticipated level of sales did not materialize and an effort was made to
reduce inventory levels in fiscal 1995 and continued through the first half
of fiscal 1996. Custom Medical also improved its collection of accounts
receivable during the six months ended September 30, 1995 compared to the
same period in fiscal 1995, primarily due to improved collection of amounts
owed by Cordis.
The Company's decision to cease further independent drug design efforts and
concentrate on contract research and development at Biofor should improve
operating cash flow requirements in future periods. Prior to this decision,
Biofor required approximately $175,000 cash per month.
11
<PAGE>
CASH FLOWS FROM FINANCING AND INVESTING ACTIVITIES.
Prior to fiscal 1996, Scherer Scientific, Ltd., Scherer Capital L.L.C., and
RPS Investments, Ltd. made loans (the "Affiliate Loans") to the Company and
its subsidiaries the proceeds of which were used primarily for working
capital and business acquisitions.
The Affiliate Loans are payable on demand and bear interest at rates ranging
from prime rate plus .5% to prime rate plus 2%. At September 30, 1995,
approximately $7,221,000 in Affiliate Loans were payable by the Company and
its subsidiaries.
During the first quarter of fiscal 1996, the Company dissolved its $3,200,000
line of credit with Trust Company Bank. This line was fully collateralized
by cash investments. The Company determined that the line provided no net
financial leverage. The Company has converted the collateral previously used
to secure the line of credit into operating cash. Available cash balances
are invested in repurchase agreements (principally U.S. Treasuries) daily.
The net proceeds received to date, before income taxes, from the sale of the
assets used in connection with Custom Medical's Medical Business to Cordis
Medical are approximately $4,700,000. The Company will use the proceeds to
repay a portion of the Affiliate Loans. The remaining balance of the
Affiliate Loans will be restructured to include fixed payment terms, uniform
interest rates, cross collateralization and guarantees. As a result, the
Company will substantially reduce its debt and the related interest expense.
Additionally, the Company is discussing a line of credit arrangement with
Scherer Captial L.L.C. The line of credit would provide the Company with an
additional capital resource.
MARQUEST
The following events affecting the liquidity of Marquest occurred in the
first half of fiscal 1996: (i) Marquest sold its 10% investment in Seabrook
Medical Systems, Inc., realizing proceeds of $200,000; (ii) Marquest
negotiated a repayment plan with the IRS for $745,000 in taxes owed plus
interest, whereby Marquest paid $400,000 in June 1995, with the remaining
balance due in monthly installments over a two-year period; and (iii)
Marquest settled a lawsuit in May 1995 with former officers of Marquest
whereby Marquest agreed to pay a total of $725,000 plus interest at 9%. A
total of $200,000 was paid in May 1995 and the remainder will be paid in
monthly installments through September 1998.
Marquest has taken several steps in fiscal 1996 to preserve cash and increase
profitability on sales, including (i) the addition of independent
manufacturer's representatives, (ii) cost reductions in all departments, and
(iii) ordering of equipment to increase the automation of Marquest's
manufacturing process.
Management of Marquest believes that it can fund its current operating levels
and meet its obligations as they come due through the third quarter of fiscal
1996 from existing cash. Thereafter, the viability of Marquest will be
dependent on increasing operating income and, if necessary, the successful
completion of external financing arrangements, which Marquest is currently
negotiating. There can be no assurance that operating income can be
increased or that external financing will be available to meet operating
requirements and there remains substantial doubt about Marquest's ability to
continue as a going concern.
12
<PAGE>
PART II. OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Stockholders was held on August 24,
1995 for the purposes of electing the Board of Directors and to
transact such other business as properly may come before the Annual
Meeting. The following members were elected to the Board of Directors:
For Withheld
--------- --------
Stephen A. Lukas, Sr. 3,066,836 5,364
Kenneth H. Robertson 3,066,846 5,354
Robert P. Scherer, Jr. 3,066,846 5,354
William J. Thompson 3,066,856 5,344
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K.
None
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SCHERER HEALTHCARE, INC.
(Registrant)
Date: November 14, 1995 /s/ Robert P. Scherer, Jr.
--------------------------
Robert P. Scherer, Jr.
Chairman
Date: November 14, 1995 /s/ Gary W. Ruffcorn
--------------------
Gary W. Ruffcorn
Principal Accounting Officer
14
<PAGE>
SCHERER HEALTHCARE, INC.
INDEX OF EXHIBITS
The following exhibit is being filed with this report.
Exhibit Page
Number Description Number
- ------- ------------------- ------
27 Financial Data Schedule 16
(included only in EDGAR filing)
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S QUARTERLY REPORT TO STOCKHOLDERS FOR THE QUARTER ENDED SEPTEMBER 30,
1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 1,756
<SECURITIES> 0
<RECEIVABLES> 7,406
<ALLOWANCES> (229)
<INVENTORY> 5,572
<CURRENT-ASSETS> 15,330
<PP&E> 19,181
<DEPRECIATION> (6,352)
<TOTAL-ASSETS> 37,243
<CURRENT-LIABILITIES> 17,029
<BONDS> 4,938
<COMMON> 47
0
0
<OTHER-SE> 13,645
<TOTAL-LIABILITY-AND-EQUITY> 37,243
<SALES> 23,240
<TOTAL-REVENUES> 23,240
<CGS> 15,749
<TOTAL-COSTS> 23,705
<OTHER-EXPENSES> 310
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 681
<INCOME-PRETAX> (739)
<INCOME-TAX> 55
<INCOME-CONTINUING> (794)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (794)
<EPS-PRIMARY> (.19)
<EPS-DILUTED> (.19)
</TABLE>
