<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 DECEMBER 31, 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 JANUARY 31, 1996
--------------------------------- ----------------------------------
Common Stock, $0.01 par value 4,291,361
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 DECEMBER 31, 1995
TABLE OF CONTENTS
ITEM PAGE
NUMBER PART I. FINANCIAL INFORMATION NUMBER
- ------ ------
1 Financial Statements:
Condensed Consolidated Balance
Sheets as of December 31, 1995 and
March 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . 3
Condensed Consolidated Statements
of Operations for the Three and Nine Months
Ended December 31, 1995 and 1994. . . . . . . . . . . . . . 5
Condensed Consolidated Statements
of Cash Flows for the Nine Months
Ended December 31, 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
6 Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . 13
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . 14
Index to Exhibits . . . . . . . . . . . . . . . . . . . . . 15
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SCHERER HEALTHCARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
December 31, 1995 March 31, 1995
----------------- --------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 2,968,000 $ 1,273,000
Investments, at cost which approximates market - 3,232,000
Accounts receivable, less allowance for doubtful
accounts of $243,000 and $228,000, respectively 5,913,000 7,248,000
Current maturities of notes receivable 241,000 328,000
Inventories 3,643,000 5,644,000
Prepaid and other 442,000 506,000
----------- -----------
Total current assets
13,207,000 18,231,000
----------- -----------
PROPERTY AND EQUIPMENT
Less accumulated depreciation 17,544,000 18,826,000
Net property and equipment (5,982,000) (5,389,000)
----------- -----------
11,562,000 13,437,000
----------- -----------
OTHER ASSETS
Cost in excess of net assets of
businesses acquired, net
Other investments, at cost 6,887,000 7,165,000
Notes receivable, less current portion 650,000 650,000
Intangibles 540,000 1,038,000
Deferred taxes 432,000 829,000
Other 329,000 329,000
Total other assets
187,000 -
----------- -----------
9,025,000 10,011,000
----------- -----------
TOTAL ASSETS $33,794,000 $41,679,000
----------- -----------
----------- -----------
</TABLE>
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<PAGE>
See notes to condensed consolidated financial statements.
SCHERER HEALTHCARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
December 31, 1995 March 31, 1995
----------------- --------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 1,936,000 $ 3,715,000
Accrued expenses 5,136,000 5,071,000
Line of credit and current maturities
of debt obligations 967,000 3,423,000
Deferred contract revenue 140,000 772,000
Payable to affiliates 3,380,000 7,601,000
Other 137,000 58,000
----------- -----------
Total current liabilities 11,696,000 20,640,000
----------- -----------
LONG-TERM DEBT, net of current maturities 4,684,000 4,944,000
OTHER LIABILITIES 367,000 388,000
COMMITMENTS AND CONTINGENCIES
MINORITY INTERESTS IN SUBSIDIARY
AND PARTNERSHIPS 1,035,000 1,221,000
STOCKHOLDERS' EQUITY
Convertible preferred stock - $.01 par value,
2,000,000 shares authorized;
29,396 shares issued and outstanding - -
(35,006 at March 31, 1995)
Common stock - $.01 par value,
12,000,000 shares authorized;
4,667,666 shares issued
(4,642,814 at March 31, 1995);
4,291,304 shares outstanding 47,000 46,000
(4,266,452 at March 31, 1995)
Capital in excess of par value 22,316,000 22,317,000
Accumulated deficit (3,378,000) (4,904,000)
Less treasury stock, at cost (2,973,000) (2,973,000)
----------- -----------
Total stockholders' equity 16,012,000 14,486,000
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $33,794,000 $41,679,000
----------- -----------
----------- -----------
</TABLE>
See notes to condensed consolidated financial statements.
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<PAGE>
SCHERER HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Nine months ended
December 31, December 31,
-------------------------------- --------------------------------
1995 1994 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES $ 9,477,000 $10,814,000 $32,717,000 $31,845,000
----------- ----------- ----------- -----------
COSTS AND EXPENSES
Cost of goods sold 6,203,000 7,834,000 21,952,000 22,882,000
Selling, general, and administrative 3,031,000 3,679,000 9,903,000 11,199,000
Research and development 246,000 673,000 1,330,000 2,058,000
----------- ----------- ----------- -----------
Total costs and expenses 9,480,000 12,186,000 33,185,000 36,139,000
----------- ----------- ----------- -----------
OPERATING LOSS (3,000) (1,372,000) (468,000) (4,294,000)
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE)
Interest income 147,000 224,000 288,000 497,000
Interest expense (276,000) (383,000) (957,000) (1,002,000)
Gain on sale of assets 2,806,000 7,000 3,023,000 53,000
Other, net 50,000 145,000 63,000 66,000
----------- ----------- ----------- -----------
Total other income (expense) 2,727,000 (7,000) 2,417,000 (386,000)
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE MINORITY
INTEREST AND INCOME TAXES 2,724,000 (1,379,000) 1,949,000 (4,680,000)
MINORITY INTEREST IN NET
LOSS OF SUBSIDIARY AND
PARTNERSHIPS 191,000 453,000 227,000 1,575,000
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES 2,915,000 (926,000) 2,176,000 (3,105,000)
BENEFIT (PROVISION) FOR INCOME TAXES (595,000) 56,000 (650,000) 197,000
----------- ----------- ----------- -----------
NET INCOME (LOSS) $ 2,320,000 $ (870,000) $ 1,526,000 $(2,908,000)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
NET INCOME (LOSS) PER COMMON SHARE $ .54 $ (.20) $ .36 $ (.68)
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
WEIGHTED AVERAGE SHARES
OUTSTANDING 4,290,677 4,266,216 4,276,548 4,251,603
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
See notes to condensed consolidated financial statements.
-5-
<PAGE>
SCHERER HEALTHCARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended
December 31,
------------------------------
1995 1994
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $1,526,000 $(2,908,000)
Adjustments to reconcile net income (loss) to net cash used for
operating activities:
Depreciation and amortization 1,783,000 2,189,000
Minority interest (186,000) (1,575,000)
Gain on sale of assets (3,023,000) (53,000)
Other noncash charges and credits, net (30,000) 70,000
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net 1,427,000 292,000
Inventories (320,000) 342,000
Prepaid and other 148,000 (373,000)
Income taxes, net 16,000 865,000
Accounts payable and accrued expenses (801,000) (1,869,000)
Deferred contract revenues (631,000) (536,000)
Other liabilities (36,000) -
----------- -----------
Net cash used for operating activities (127,000) (3,556,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment, net (407,000) (1,482,000)
Proceeds from sale of assets 5,040,000 225,000
Decrease in notes receivable 584,000 278,000
Decrease in investments 3,232,000 -
Other investing activities, net 129,000 (166,000)
----------- -----------
Net cash provided by (used for) investing activities 8,578,000 (1,145,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (repayment of) proceeds from borrowings (2,535,000) 2,000
Net (repayments to) advances from affiliated companies (4,221,000) 2,030,000
----------- -----------
Net cash provided by (used for) financing activities (6,756,000) 2,032,000
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 1,695,000 (2,669,000)
CASH AND CASH EQUIVALENTS, beginning of period 1,273,000 3,547,000
---------- -----------
CASH AND CASH EQUIVALENTS, end of period $2,968,000 $ 878,000
---------- -----------
---------- -----------
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>
December 31, 1995 March 31, 1995
----------------- --------------
<S> <C> <C>
Finished products $1,367,000 $2,107,000
Work in progress 203,000 203,000
Containers, packaging, and raw materials 2,073,000 3,334,000
---------- ----------
$3,643,000 $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>
December 31, 1995 March 31, 1995
----------------- --------------
<S> <S> <S>
Obligations under line of credit arrangement $ - $1,944,000
Swiss debt principal and accrued interest at 9% 403,000 813,000
Note payable to bank, due through January 2000;
variable interest rate, 8.375 % at December 31,
1995 1,003,000 1,234,000
Mortgage note payable due through fiscal 1999;
prime plus 1/2% - 466,000
Obligations under capital leases, due in varying
installments through fiscal 1999 1,336,000 935,000
Notes payable due fiscal 1996 at 18% - 220,000
Swiss notes payable due fiscal 1999 at 8% 2,896,000 2,677,000
Other long-term debt 13,000 78,000
----------- -----------
5,651,000 8,367,000
Less current maturities (967,000) (3,423,000)
----------- -----------
Long-term debt $4,684,000 $4,944,000
----------- -----------
----------- -----------
</TABLE>
-7-
<PAGE>
NOTE 4.
At December 31, 1995 and March 31, 1995, the Company had payables to affiliates
of approximately $3,380,000 and $7,601,000, respectively, due to Scherer
Scientific, Ltd. and Scherer Capital, L.L.C. $2,275,000 of these payables are
due on demand and bear interest at prime rate plus .5% and the balance, or
$1,105,000, is due February 1996 and bears interest at a rate of 9.25%. These
entities are controlled by the majority stockholder of the Company.
In December 1995, Scherer Capital, L.L.C. loaned Marquest Medical Products,
Inc., a 40% owned subsidiary of the Company ("Marquest"), $1,100,000 at 9.25%.
The loan is due February 1996 and is collateralized by Marquest's accounts
receivable and inventory. Marquest and Scherer Capital L.L.C. are currently
discussing an extension to the term of the loan.
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 $6,600,000. 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 $4,800,000 and the Company
recorded a pretax gain of approximately $2,800,000 in the third quarter. The
Company continues in the business of providing nonwoven apparel for industrial
uses under the name Protective Disposable Apparel.
NOTE 6.
During the third quarter of fiscal 1996, Marquest settled certain tax issues
related to audits by the Internal Revenue Service ("IRS") for fiscal years 1982-
1988. The Company recorded a tax provision of $697,000 for Marquest in the
third quarter and Marquest is currently negotiating a repayment plan with the
IRS.
-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 Nine months ended
December 31, December 31,
------------------------------- --------------------------------
1995 1994 1995 1994
------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
NET SALES:
Medical Device and Surgical/Safety
Disposables Segment:
Marquest Medical Products, Inc. $ 5,739,000 $ 5,234,000 $16,216,000 $14,730,000
Scherer Healthcare, Ltd. (a) 575,000 2,617,000 7,028,000 8,307,000
Waste Management Services Segment 2,720,000 2,556,000 7,983,000 7,493,000
Pharmaceutical Research and Development
Segment 210,000 212,000 631,000 575,000
Consumer Healthcare Products Segment 233,000 195,000 859,000 740,000
----------- ----------- ----------- -----------
Company Totals $ 9,477,000 $10,814,000 $32,717,000 $31,845,000
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
OPERATING INCOME (LOSS):
Medical Device and Surgical/Safety
Disposables Segment:
Marquest Medical Products, Inc. $ 144,000 $ (523,000) $ 248,000 $(2,217,000)
Scherer Healthcare, Ltd. (a) (127,000) (176,000) (32,000) (333,000)
Waste Management Services Segment 228,000 78,000 681,000 611,000
Pharmaceutical Research and Development
Segment (80,000) (688,000) (909,000) (2,102,000)
Consumer Healthcare Products Segment 75,000 30,000 304,000 183,000
Corporate (243,000) (93,000) (760,000) (436,000)
------------- ------------ ------------- ------------
Company Totals (3,000) $(1,372,000) $ (468,000) $(4,294,000)
------------- ------------ ------------- ------------
------------- ------------ ------------- ------------
</TABLE>
(a) On October 3, 1995, Scherer Healthcare, Ltd., a majority owned
partnership of the Company which had been conducting business under
the name Custom Medical Products, sold certain of its assets that were
used in connection with its business of packing and distributing
medical supplies for surgical procedures and providing nonwoven
medical drapes, gowns and accessory items to hospitals and other
health care providers (the "Medical Business"). Scherer Healthcare,
Ltd. continues to operate in the business of providing nonwoven
apparel for industrial uses under the name Protective Disposable
Apparel.
The Company's net sales decreased by 12% to $9,477,000 for the third quarter of
fiscal 1996 from $10,814,000 for the third quarter of fiscal 1995; however, the
third quarter of fiscal 1995 includes three months of net sales for the Medical
Business, or $2,283,000. The Company's operating loss decreased to $3,000 for
the third quarter of fiscal 1996 from $1,372,000 during the same period in
fiscal 1995. The Company reduced its cost of sales from 72% of net sales in the
third quarter of fiscal 1995 to 65% in the third quarter of fiscal 1996 and its
selling, general and administrative expenses from 34% of net sales in the third
quarter of fiscal 1995 to 32% in the third quarter of fiscal 1996.
For the first nine months of fiscal 1996, the Company's net sales increased by
3% to $32,717,000 from $31,845,000 during the first nine months of fiscal 1995;
however, fiscal 1995 includes nine months of net sales for the Medical Business,
or $7,301,000, and fiscal 1996 includes only six months of net sales for the
Medical Business, or $5,344,000. The Company's operating loss decreased to
$468,000 for the nine months ended December 31, 1995 from $4,294,000 during the
same period in fiscal 1995. The Company reduced its cost of sales from 72% of
net sales in the first nine months of fiscal 1995 to 67% in the first nine
months of fiscal 1996 and its selling, general and administrative expenses from
35% of net sales in the first nine months of fiscal 1995 to 30% in the first
nine months of fiscal 1996.
-9-
<PAGE>
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.
MEDICAL DEVICE AND SURGICAL/SAFETY DISPOSABLES SEGMENT
MARQUEST MEDICAL PRODUCTS, INC. Net sales of the Company's 40% owned
subsidiary, Marquest Medical Products, Inc. ("Marquest"), increased 10% to
$5,739,000 for the third quarter of fiscal 1996 from $5,234,000 during the same
period in fiscal 1995 and Marquest's net sales increased 10% to $16,216,000 for
the nine months ended December 31, 1995 from $14,730,000 during the same period
in fiscal 1995. Marquest's sales in the first quarter of fiscal 1995 were low
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. During the first nine months of fiscal 1996, Marquest implemented a
network of independent manufacturer's representatives which supplements its
sales force.
Marquest reported operating income of $144,000 in the third quarter of fiscal
1996 compared to an operating loss of $523,000 in the same quarter of fiscal
1995 and operating income of $248,000 for the nine months ended December 31,
1995 compared to an operating loss of $2,217,000 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 nine months ended
December 31, 1994 to 69% for the same period in fiscal 1996 and Marquest reduced
its selling, general and administrative expenses from 38% of net sales for the
nine months ended December 31, 1994 to 29% for the same period in fiscal 1996.
SCHERER HEALTHCARE, LTD. On October 3, 1995, Scherer Healthcare, Ltd., a
majority owned partnership of the Company which had been conducting business
under the name Custom Medical Products ("Scherer Ltd."), sold certain assets of
Scherer Ltd. to Cordis Medical Products ("Cordis Medical"), a wholly-owned
subsidiary of Cordis Corporation ("Cordis"). The assets acquired by Cordis
Medical were those used in connection with Scherer Ltd.'s business of packing
and distributing medical supplies for surgical procedures and providing nonwoven
drapes, gowns and accessory items to hospitals and other health care providers
(the "Medical Business"). Effective with the transaction, all contracts and
agreements with Cordis were terminated. Scherer Ltd. continues to operate in
the business of providing nonwoven apparel for industrial uses (the "Industrial
Business") under the name Protective Disposable Apparel.
Scherer Ltd.'s net sales for the third quarter of fiscal 1996 decreased 78% to
$575,000 from $2,617,000 during the third quarter of fiscal 1995; however, the
third quarter of fiscal 1995 includes three months of net sales for the Medical
Business, or $2,283,000, with no corresponding net sales during the third
quarter of fiscal 1996. Scherer Ltd.'s net sales for the Industrial Business
during the third quarter of fiscal 1996 increased 72% to $575,000 from $334,000
during the third quarter of fiscal 1995. The increase in sales is primarily due
to the introduction of two new fabric lines.
Scherer Ltd.'s operating loss for the third quarter of fiscal 1996 decreased 28%
to $127,000 from $176,000 during the third quarter of fiscal 1995. The
operating loss for the third quarter of fiscal 1995 includes approximately
$106,000 of losses incurred by the Medical Business primarily due to losses
incurred under Scherer Ltd.'s contract with Cordis to assemble surgical
disposable trays. For the third quarter of fiscal 1996, Scherer Ltd.'s
operating loss for the Industrial Business increased 9% to $76,000 from $70,000
during the third quarter of fiscal 1995 as the increase in sales were directly
offset by increases in cost of materials and subcontracted labor.
For the nine months ended December 31, 1995, Scherer Ltd.'s net sales decreased
15% to $7,028,000 from $8,307,000 during the same period in fiscal 1995;
however, fiscal 1995 includes nine months of net sales for the Medical Business,
or $7,301,000, and fiscal 1996 includes only six months of net sales for the
Medical Business, or $5,344,000. Scherer Ltd.'s net sales for the Industrial
Business during the nine months ended December 31, 1995 increased 67% to
$1,684,000 from $1,006,000 during the same period for fiscal 1995. The increase
in net sales for the Industrial Business can be attributed to the introduction
of two new fabric lines.
-10-
<PAGE>
Scherer Ltd.'s operating loss for the nine months ended December 31, 1995
decreased 90% to $32,000 from $333,000 during the same period in fiscal 1995.
Scherer Ltd. experienced substantial losses under its surgical trays contract
with Cordis during fiscal 1995 and entered into a new agreement with Cordis,
effective April 1, 1995, which required Cordis, among other things, to reimburse
Scherer Ltd. a monthly shortfall amount ($52,000 per month for the period from
April to July 1995 and $42,500 per month for the months of August and September
1995) to help offset monthly losses incurred under the contract. This contract
was terminated upon the sale of the Medical Business to Cordis Medical.
WASTE MANAGEMENT SERVICES SEGMENT
Net sales in the Company's Waste Management Services segment increased
approximately 6% to $2,720,000 in the third quarter of fiscal 1996 from
$2,556,000 in the third quarter of fiscal 1995. For the nine months ended
December 31, 1995, net sales increased approximately 7% to $7,983,000 from
$7,493,000 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 increased $150,000 to $228,000 for the third quarter of fiscal
1996 from $78,000 during the same quarter in fiscal 1995 and increased 11% to
$681,000 for the nine months ended December 31, 1995 from $611,000 during the
same period in fiscal 1995. The improvement in operating income for the quarter
can be attributed to a decrease in insurance expense and recording a one-time
sales tax expense during the third quarter of fiscal 1995 pursuant to a three
year assessment from a sales tax audit. Prior to the third quarter of fiscal
1996, operating income decreased even though this segment reported consistent
increases in net sales. This decrease in operating income was primarily caused
by a rise in operating costs that could not be offset due to pricing pressures
in both the hospital and physician markets.
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
88% to $80,000 for the third quarter of fiscal 1996 from $688,000 during the
third quarter of fiscal 1995 and decreased its operating loss 57% to $909,000
for the nine months ended December 31, 1995 from $2,102,000 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 second quarter of approximately $275,000,
and also reduced its testing and laboratory expenses. The Company is evaluating
whether or not it will continue operating Biofor as a contract research firm
upon completion of the third party research contract, which expires in March
1996.
CONSUMER HEALTHCARE PRODUCTS SEGMENT
Sales for the Consumer Healthcare Products segment increased 19% to $233,000 in
the third quarter of fiscal 1996 from $195,000 in the third quarter of fiscal
1995. For the first nine months of fiscal 1996, net sales increased 16% to
$859,000 compared to $740,000 during the same period in fiscal 1995. This
segment achieved a record level of sales of certain over-the-counter products
during the first quarter of fiscal 1996 and the increase in net sales continued
in the third quarter of fiscal 1996. The sales growth can be attributed to an
increase in sales to a primary wholesaler to Wal-Mart.
-11-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
THE COMPANY
CASH FLOWS FROM OPERATIONS.
The Company's (excluding Marquest) operating activities provided cash for the
nine months ended December 31, 1995 of approximately $267,000 compared to a use
of cash of approximately $2,913,000 during the same period in fiscal 1995. The
improvement in operating cash flows can primarily be attributed to the
collection of the remaining Scherer Ltd. accounts receivable associated with the
Medical Business and the overall improvement of Scherer Ltd.'s working capital
management prior to the sale of the Medical Business to Cordis Medical. Cordis
paid all amounts owed to Scherer Ltd. at the time of closing, approximately
$560,000, for services provided under the contract to assemble surgical
disposable trays. Additionally, as part of the terms of the sale agreement,
Scherer Ltd. retained all accounts receivable associated with the Medical
Business, of which approximately $800,000 was collected during the third quarter
of fiscal 1996. During the first half of fiscal 1995, Scherer Ltd. 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.
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.
CASH FLOWS FROM FINANCING AND INVESTING ACTIVITIES.
Prior to fiscal 1996, Scherer Scientific, Ltd., Scherer Capital L.L.C., and RPS
Investments, Ltd., entities controlled by the majority stockholder of the
Company, 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
prime rate plus .5%. The Company used $4,800,000 of the net proceeds from the
sale of the Medical Business to Cordis Medical to repay a portion of the
Affiliate Loans. The remaining balance, approximately $2,275,000 at December
31, 1995, will be restructured to include fixed payment terms, uniform interest
rates, cross collateralization and guarantees. Additionally, the Company is
discussing a line of credit arrangement with Scherer Capital L.L.C. which would
be available as an additional capital resource.
During the first quarter of fiscal 1996, the Company terminated its $3,200,000
line of credit with Trust Company Bank (now SunTrust 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.
MARQUEST
Marquest's cash used for operating activities decreased to approximately
$394,000 for the first nine months of fiscal 1996 from approximately $643,000
during the same period in fiscal 1995.
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. In
December 1995, Marquest signed a promissory note with Scherer Capital L.L.C., an
entity controlled by the majority stockholder of the Company, for maximum
borrowings of $1,800,000, of which $1,100,000 had been borrowed in December.
The note is secured by Marquest's inventory and accounts receivable and is due
in February 1996. In January 1996, $400,000 was repaid. Marquest is
currently in discussions with Scherer Capital L.L.C. to extend the term of the
promissory note.
Management of Marquest believes that it can fund its current operating levels
and meet its obligations as they come due through the fourth quarter of fiscal
1996 from existing operations and from advances from Scherer Capital L.L.C.
Thereafter, the viability of Marquest will be dependent on increasing operating
income, the extension of the promissory note discussed above and the successful
completion of external financing arrangements, which Marquest is currently
negotiating. There can be no assurance that the foregoing will occur and there
remains substantial doubt about Marquest's ability to continue as a going
concern.
-12-
<PAGE>
PART II. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) Reports on Form 8-K.
October 19, 1995 - regarding the sale of certain assets of
Scherer Healthcare, Ltd., a majority owned partnership of
the Company, to Cordis Medical Products.
December 18, 1995 - Pro forma financial statements for
disposition of Scherer Healthcare, Ltd.
-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: February 20, 1996 /s/Robert P. Scherer, Jr.
----------------- ------------------------------
Robert P. Scherer, Jr.
Chairman
Date: February 20, 1996 /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 DECEMBER
31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 2,968
<SECURITIES> 0
<RECEIVABLES> 6,156
<ALLOWANCES> (243)
<INVENTORY> 3,643
<CURRENT-ASSETS> 13,207
<PP&E> 17,544
<DEPRECIATION> (5,982)
<TOTAL-ASSETS> 33,794
<CURRENT-LIABILITIES> 11,696
<BONDS> 4,684
0
0
<COMMON> 47
<OTHER-SE> 15,965
<TOTAL-LIABILITY-AND-EQUITY> 33,794
<SALES> 32,717
<TOTAL-REVENUES> 32,717
<CGS> 21,952
<TOTAL-COSTS> 33,185
<OTHER-EXPENSES> 0
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<INTEREST-EXPENSE> 957
<INCOME-PRETAX> 2,176
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<INCOME-CONTINUING> 1,526
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<NET-INCOME> 1,526
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