<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 2O549
FORM 1O-Q
(Mark one)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 0-16097
BAYOU INTERNATIONAL, LTD.
(Exact name of Registrant as specified in its charter)
Delaware 98-0079697
(State or other jurisdiction of (IRS Employer
incorporation or organisation) Identification No.)
210 Kings Way, South Melbourne, Victoria, 3205, Australia
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 0ll (613) 9234-1100
Securities registered pursuant to Section 12(b) of the Act :
Title of each class Name of each exchange
on which registered
N/A N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.15 per share
(Title of Class)
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 the past 90 days.
Yes X No
---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the restraint has filed all documents and reports
required to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes___________ No____________
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. There were 46,941,789
outstanding shares on Common Stock, as of the latest practicable date. There
were 46,941,789 outstanding shares of Common Stock as of March 31, 1998.
<PAGE> 2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTRODUCTION TO INTERIM FINANCIAL STATEMENTS.
The interim financial statements included here in have been prepared by
Bayou International, Ltd. (the "Company") without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission (The "Commission").
Certain information and footnote disclosure 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
the Company believes that the disclosures are adequate to make the information
presented not misleading. These interim financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended June 30, 1997.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of the
Company as of March 31, 1998 and March 31, 1997, the results of its operations
for the nine month periods ended March 31, 1998 and March 31, 1997, and the
changes in its cash flows for the nine month periods ended March 31, 1998 and
March 31, 1997, have been included. The results of operations for the interim
periods are not necessarily indicative of the results for the full year.
UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION
PRESENTED IS IN AUSTRALIAN DOLLARS.
2
<PAGE> 3
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Consolidated Balance Sheets
March 31, 1998 and June 30, 1997
and March 31, 1997
(in Australian Dollars)
(000's omitted)
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
Mar 31 June 30 Mar 31
1998 1997 1997
------ ------- ------
<S> <C> <C> <C>
Current Assets:
Cash $ 9 $ 53 $ 88
Accounts Receivable, net 153 63 55
Investments -- -- 3
-------- -------- --------
Total Current Assets 162 116 146
-------- -------- --------
Other Assets:
Property and Equipment, net 177 51 51
Goodwill, net -- 133
-------- -------- --------
Total Other Assets 177 51 184
-------- -------- --------
Total Assets $ 339 $ 167 $ 330
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short Term Notes $ 648 $ -- $ --
Accounts Payable &
Accrued Expenses 492 406 322
-------- -------- --------
Total Current Liabilities 1,140 406 322
Long-Term Debt 3,753 3,267 3,041
-------- -------- --------
Total Liabilities 4,893 3,673 3,363
-------- -------- --------
Stockholders' Equity (Deficit):
Common Stock: $0.20 par value
50,000,000 shares authorized,
46,941,789 issued and outstanding 9,388 9,388 9,388
Additional Paid-in-Capital 11,592 11,592 11,592
Cumulative Translation Adjustments (1,362) (435) (92)
Retained Deficits (24,172) (24,051) (23,921)
-------- -------- --------
Total Stockholders' Deficit (4,554) (3,506) (3,033)
-------- -------- --------
Total Liabilities and
Stockholders' Equity $ 339 $ 167 $ 330
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 4
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Consolidated Statements of Operations
Three Months Ended March 31, 1998 and 1997 and
Nine Months Ended March 31, 1998 and 1997
(000's omitted)
(in Australian Dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Three Nine Nine
Months Months Months Months
Ended Ended Ended Ended
Mar 31 Mar 31 Mar 31 Mar 31
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues:
Other Income $ 3 $ -- $ 48 $ 12
-------- -------- -------- --------
3 -- 48 12
Costs and Expenses:
Management Fee -- -- -- --
Interest Expense 89 65 231 189
Legal, Accounting & Professional 31 6 97 51
Depreciation & Amortization 4 3 10 9
Amortization of Goodwill -- 133 -- 400
Administrative 262 83 606 196
Research & Development 25 133 99 297
-------- -------- -------- --------
411 423 1,043 1,142
-------- -------- -------- --------
Loss from Operations (408) (423) (995) (1,130)
Diminution of Asset Value -- -- -- --
Gain (Loss) on Disposition of Assets -- -- 1 --
Foreign Currency Exchange Gain (Loss) (140) 54 873 --
Bad Debt (Expense) Recovery -- -- -- --
-------- -------- -------- --------
(140) 54 874 --
-------- -------- -------- --------
Loss before Income Tax (548) (369) (121) (1,130)
Provision for Income Tax -- -- -- --
-------- -------- -------- --------
Net Income (Loss) $ (548) $ (369) $ (121) $ (1,130)
-------- -------- -------- --------
Earnings Per Common Equivalent Share $ (.01) $ (.01) $ (.01) $ (.02)
-------- -------- -------- --------
Weighted Number of Common
Equivalent Shares Outstanding 46,942 46,942 46,942 46,942
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
4
<PAGE> 5
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
March 31, 1998 and June 30, 1997
and March 31, 1997
(in Australian Dollars)
(000's omitted)
(Unaudited)
<TABLE>
<CAPTION>
Cumulative Retained
Common Stock Paid-In- Translation Earnings
Shares Amount Capital Adjustment (Deficit)
------ ------ ------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Balance June 30, 1995 46,942 9,388 11,592 (665) (20,781)
Net Income nine months
ending 3-31-96 -- -- -- -- (1,499)
Foreign Currency Translation -- -- -- 546 --
------ -------- -------- -------- --------
Balance March 31, 1996 46,942 9,388 11,592 (119) (22,280)
Net Income three months
ending 6-30-96 -- -- -- -- (511)
Foreign Currency Translation -- -- -- 49 --
------ -------- -------- -------- --------
Balance June 30, 1996 46,942 9,388 11,592 (70) (22,791)
Net Income nine months
ending 3-31-97 -- -- -- -- (1,130)
Foreign Currency Translation -- -- -- (22) --
------ -------- -------- -------- --------
Balance March 31, 1997 46,942 9,388 11,592 (92) (23,921)
Net Income three months
ending 6-30-97 -- -- -- -- (130)
Foreign Currency Translation -- -- -- (343) --
------ -------- -------- -------- --------
Balance June 30, 1997 46,942 9,388 11,592 (435) (24,051)
Net Income nine months
ending 3-31-98 -- -- -- -- (121)
Foreign Currency Translation -- -- -- (927) --
------ -------- -------- -------- --------
Balance March 31, 1998 46,942 $ 9,388 $ 11,592 $ (1,362) $(24,172)
====== ======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
5
<PAGE> 6
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Nine Months Ended March 31, 1998 and 1997
and Year Ended June 30, 1997
(in Australian Dollars)
(000's omitted)
(Unaudited)
<TABLE>
<CAPTION>
9 Months Year 9 Months
Ended Ended Ended
Mar 31 June 30 Mar 31
1998 1997 1997
-------- ------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (121) $(1,260) $(1,130)
Adjustments:
Foreign Currency Translation (927) (365) 6
Depreciation and Amortization 10 545 409
(Gain) Loss on Disposition of Assets -- 2 --
Diminution of Value -- -- --
Provision for Bad Debt --
Change Net of Effects of Subsidiary
Acquisitions:
Accounts Receivable (90) (10) (2)
A/P and Accrued Liabilities 86 60 (24)
------- ------- -------
Net Cash Provided (Used) by
Operating Activities (1,042) (1,028) (741)
------- ------- -------
CASH FLOW FROM INVESTING ACTIVITIES:
Capital Expenditures, Net (136) (8) (5)
Net Proceeds from Investments -- 1 --
------- ------- -------
Net Cash Provided (Used) in
Investing Activities (136) (7) (5)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowing under Credit
Line Arrangements -- -- --
Net Borrowing from Affiliates 486 1,015 761
Proceeds from borrowings 648 -- --
------- ------- -------
Net Cash Provided by
Financing Activities 1,134 1,015 761
------- ------- -------
Net Increase (Decrease) in Cash (44) (20) 15
Cash at Beginning of Year 53 73 73
------- ------- -------
Cash at End of Year $ 9 $ 53 $ 88
======= ======= =======
Supplemental Disclosures:
Common Stock Issued in Lieu of
Debt Repayment $ -- $ -- $ --
Interest Paid (Net Capitalized) $ 231 $ 259 $ 189
Income Tax Paid $ -- $ -- $ --
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
6
<PAGE> 7
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
March 31, 1998, June 30, 1997 and
March 31, 1997
(1) ORGANIZATION
Bayou International, Ltd. (Bayou) is incorporated in the State of
Delaware. The principal shareholder of Bayou is Edensor Nominees
Proprietary Limited (Edensor), an Australian corporation. Edensor owned
42.7% of Bayou as of March 31, 1998.
Bayou's subsidiary is Solmecs Corporation N.V. (Solmecs), which it
acquired controlling interest of, on September 3, 1987 and complete
ownership on January 2, 1992.
Bayou is primarily engaged in the research and development of high
efficiency, low pollution or pollution-free products and technologies
in the energy conversion and conservation fields through its 100%-owned
subsidiary, Solmecs. All revenue is from contracted services provided
by Solmecs. Almost all of Bayou's operating expenses are for general
and administrative and research and development cost.
(2) ACCOUNTS RECEIVABLE
Accounts Receivable at March 31,1998, June 30, 1997 and March 31, 1997
includes:
<TABLE>
<CAPTION>
(in Australian Dollars)
(000's omitted)
--------------------------------
Mar 31 June 30 Mar 31
1998 1997 1997
------ ------- ------
<S> <C> <C> <C>
Miscellaneous Receivables $153 $ 63 $ 55
Less Allowance for
Doubtful Account -- -- --
---- ---- ----
Net $153 $ 63 $ 55
==== ==== ====
</TABLE>
(3) INVESTMENT SECURITIES
The following is a summary of Investment Securities at March 31, 1998,
June 30, 1997 and March 31, 1997:
<TABLE>
<CAPTION>
(in Australian Dollars)
(000's omitted)
----------------------------
Mar 31 June 30 Mar 31
1998 1997 1997
------ ------- ------
<S> <C> <C> <C>
Trading Securities:
Marketable Equity
Securities, at cost $ -- $ -- $ 1
Gross Unrealized Gains -- -- 2
Gross Unrealized Losses -- -- --
----- ---- ---
Marketable Equity Securities,
at fair value $ -- $ -- $ 3
===== ==== ===
</TABLE>
7
<PAGE> 8
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
March 31, 1998, June 30, 1997 and
March 31, 1997
(4) PROPERTY
Property at March 31, 1998, June 30, 1997 and March 31, 1997 includes:
<TABLE>
<CAPTION>
(in Australian Dollars)
(000's omitted)
---------------------------------
Mar 31 June 30 Mar 31
1998 1997 1997
------ ------- ------
<S> <C> <C> <C>
Office Furniture & Equipment $ 341 $ 185 $ 175
Motor Vehicles 45 40 38
----- ----- -----
386 225 213
Less Accumulated Depreciation (209) (174) (162)
----- ----- -----
$ 177 $ 51 $ 51
===== ===== =====
</TABLE>
(5) SHORT TERM AND LONG TERM DEBT
The following is a summary of Bayou's borrowing arrangements as of March
31, 1998, June 30, 1997 and March 31, 1997.
<TABLE>
<CAPTION>
(in Australian Dollars)
(000's omitted)
----------------------------
Mar 31 June 30 Mar 31
Long-Term 1998 1997 1997
------ ------- ------
<S> <C> <C> <C>
Loan made from affiliate of Subsidiary
Loan has no interest and has no fixed
maturity date $ 302 $ 268 $ 268
Loan from corporations affiliated
with the President of Bayou
Interest accrues at the ANZ
Banking Group Limited rate + 1%
for overdrafts over $100,000
Repayment of loan not required
before June 30, 1998 3,451 2,999 2,773
------ ------ ------
Total Long-Term $3,753 $3,267 $3,041
------ ------ ------
Short-Term
Notes Payable 648 -- --
Notes Payable - Affiliates -- -- --
------ ------ ------
Total Short-Term 648 -- --
------ ------ ------
Total $4,401 $3,267 $3,041
====== ====== ======
</TABLE>
8
<PAGE> 9
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
March 31, 1998, June 30, 1997 and
March 31, 1997
(6) AFFILIATE TRANSACTIONS
Bayou advances to and receives advances from various affiliates. All
advances between consolidated affiliates are eliminated on
consolidation. At March 31, 1998, Bayou had no outstanding advances to
or from unconsolidated affiliated companies.
(7) GOING CONCERN
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles which
contemplates continuation of Bayou and Solmecs as going concerns.
However, both Bayou and Solmecs have sustained recurring losses. In
addition, neither Bayou or Solmecs have any net working capital and
both have retained stockholders' deficits which raises substantial
doubts as to their ability to continue as going concerns.
Bayou anticipates that it will be able to defer repayment of certain of
its short term loan commitments until it has sufficient liquidity to
enable these loans to be repaid or other arrangements to be put in
place.
In addition Bayou has historically relied on loans and advances from
corporations affiliated with the President of Bayou. Based on
discussions with these affiliate companies, Bayou believes this source
of funding will continue to be available.
Other than the arrangements noted above, Bayou has not confirmed any other
arrangements for ongoing funding. As a result Bayou may be required to
raise funds by additional debt or equity offerings in order to meet its
cash flow requirements during the forthcoming year.
(8) COMMITMENTS
Solmecs has entered into the following commitments:
(a) In accordance with an agreement dated November 5, 1981, between the
Company, Ben Gurion University and B.G. Negev Technology and
Applications Ltd. (BGU), the subsidiary in Israel is conducting
research and development projects on the campus of Ben-Gurion
University in consideration for a fee for the use of the facilities.
The Company owns the patents connected with these projects and agreed
to pay royalties to BGU at the rate of 1.725% on sales of products and
at the rate of 11.5% on income from licensing fees.
The Company also agreed to assume the obligation of BGU to pay royalties
to the Ministry of National Infrastructure on products developed from
these R&D projects for its participation in the research and
development costs of BGU. The royalties are to be paid at the rate of
1% on sales of products and at the rate of 5% on income from licensing
fees. As of March 31, 1998, this liability amounted to approximately
$318,000 (including linkage to the Consumer Price Index and interest
at 4% per annum). Subsequent to the repayment of the liability, the
Company is to pay royalties to the Ministry of National Infrastructure
at a reduced rate of 0.3% on sales of products and at the rate of 2%
on income from licensing fees.
Through March 31, 1998, there were no sales or income on which royalties
were payable to BGU and the Ministry of National Infrastructure.
9
<PAGE> 10
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
March 31, 1998, June 30, 1997 and
March 31, 1997
(8) COMMITMENTS (CONTINUED)
(b) International Lead Zinc Research Organization (ILZRO)
In connection with a research contract with ILZRO, Solmecs' subsidiary
agreed to pay ILZRO a fee for any lead used in future production by
the subsidiary. The total fee commitment is limited to $1,864,000.
Through March 31, 1998, the subsidiary has not used any lead for which
it is required to pay fees.
(c) Chief Scientist of the Government of Israel
For the period from 1981 to 1991, Solmecs' subsidiary received
participations from the Chief Scientist of $2,274,420 towards the cost
of a research and development project. In return, the subsidiary is
required to pay royalties at the rate of 2% of sales of know-how or
products derived from the project. Through March 31, 1998, there were
no sales on which royalties were payable.
(9) SUBSEQUENT EVENTS
In March 1997, Bayou commenced negotiations with SCNV Acquisition Corp
("SCNV") for the sale of Bayou's subsidiary Solmecs to SCNV. A letter
of intent was signed on May 5, 1997 and agreements to effect the sale
are in the process of being negotiated. It is intended that, as part
of the sale of Solmecs, Bayou will acquire a 24% interest in SCNV.
The sale of Solmecs is subject to the approval of shareholders of Bayou.
Following the signing of formal contracts for the sale of Solmecs,
Bayou will prepare and distribute an Information Memorandum for the
purpose of seeking shareholder approval. In the event that the sale of
Solmecs is consummated, of which there can be no assurance, the
Company intends to seek other business activities for the Company,
which may be in the fields of energy conversion and conservation
and/or other industries, including the mineral exploration industry.
It is the policy of the Board of Directors of the Company that the
Company will not engage in any activities the scope and nature of
which would subject the Company to the registration and reporting
requirements of the Investment Company Act of 1940.
In the event that the sale of Solmecs is consummated, of which there can
be no assurance, Bayou intends to seek other business activities,
which may be in the fields of energy conversion and conservation
and/or other industries, including the mineral exploration industry.
It is the policy of the Board of Directors of Bayou that it will not
engage in any activities the scope and nature of which would subject
the Company to the registration and reporting requirements of the
Investment Company Act of 1940.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FUND COSTS CONVERSION
The consolidated statements of income and other financial and operating data
contained elsewhere here in and the consolidated balance sheets and financial
results have been reflected in Australian dollars unless otherwise stated.
The following table shows the average rate of exchange of the Australian dollar
as compared to the US dollar during the periods indicated:
9 months ended March 31, 1997 A$1.00 = U.S. $.7860
9 months ended March 31, 1998 A$1.00 = U.S. $.6622
RESULTS OF OPERATION
NINE MONTHS ENDED MARCH 31, 1998 VS. NINE MONTHS ENDED MARCH 31, 1997.
Total revenues amounted to A$48,000 for the nine months ended March 31, 1998,
compared to A$12,000 for the nine months ended March 31, 1997. The major reasons
for the increase were photovoltaics sales and income from the Dead Seas Project.
Costs and expenses decreased from A$1,142,000 in the nine months ended March 31,
1997, to A$1,043,000 in the nine months ended March 31, 1998. The decrease is
the net result of:
(a) an increase in interest expense from A$189,000 in the nine months
ended March 31, 1997, to A$231,000 in the nine months ended March 31,
1998, as a result of the increase in long term debt of the Company.
(b) an increase in legal, accounting and professional expenses from
A$51,000 for the nine months ended March 31, 1997, to A$97,000 in the
nine months ended March 31, 1998, due to costs involved with the
disposal of Solmecs Corporation N.V.
(c) a decrease in amortization of goodwill from A$400,000 for the nine
months ended March 31, 1997, to A$nil for the nine months ended March
31, 1998, as a result of goodwill associated with the acquisition of
Solmecs in 1987 being fully amortized.
(d) an increase in administrative costs including salaries from A$196,000
in the nine months ended March 31, 1997, to A$606,000 in the nine
months ended March 31, 1998, due to:
(i) the reorganisation of the operations whereby the administration
of Solmecs (Israel) Ltd was moved from Ben-Gurion University to
Omer Industrial Park to provide greater accommodation for
research, development and administration together with associated
costs; and
(ii) marketing expenses of the boiler and magnesium pump projects.
(e) a decrease in research and development from A$297,000 for the nine
months ended March 31, 1997, to A$99,000 for the nine months ended
March 31, 1998, due to less research and development being undertaken
by both staff and subcontractors.
As a result of the foregoing, the loss from operations decreased from
$A1,130,000 in the nine months ended March 31, 1997, to A$995,000 in the nine
months ended March 31, 1998. The Company did not realise a foreign exchange gain
or loss for the nine months ended March 31, 1997, compared with a foreign
exchange gain of A$873,000 for the nine months ended March 31, 1998 caused by
the movement in the Australian dollar compared with the US dollar. All of the
Company's loan accounts are denominated in US dollars.
The Company incurred a net loss of A$1,130,000 for the nine months ended March
31, 1997, compared with a loss of A$121,000 for the nine months ended March 31,
1998.
11
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1998 the Company had short term obligations of A$1,140,000
comprising Short Term Notes and accounts payable and accrued expenses and long
term obligations of A$3,753,000 consisting of an amount of A$3,451,000 to Chevas
Pty Ltd of which the President and the Chief Executive Officer of the Company
Mr. J I Gutnick is a Director and A$302,000 to an affiliate of Solmecs.
The Company anticipates that it will be able to defer repayment of certain of
its short term loan commitments until it has sufficient liquidity to enable
these loans to be repaid which there can be no assurance. In addition the
Company has historically relied upon loans and advances from affiliates to meet
a significant portion of the Company's cash flow requirements which the Company
believes based on discussions with such affiliates will continue to be available
during fiscal 1998 and 1999.
The Company will still be required to locate substantial additional financing to
permit Solmecs to complete the development of the next stage of the LMMHD
project together with other projects that Solmecs is developing.
Other than the arrangements above the Company has not confirmed any further
arrangements for ongoing funding. As a result the Company may be required to
raise funds from additional debt or equity offerings and/or increase the
revenues from operations in order to meet its cash flow requirements during the
forthcoming year.
CAUTIONARY SAFE HARBOR STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
Certain information contained in this Form 10-Q is forward looking information
within the meaning of the Private Securities Litigation Act of 1995 (the "Act")
which became law in December 1995. In order to obtain the benefits of the "safe
harbor" provisions of the act for any such forwarding looking statements, the
Company wishes to caution investors and prospective investors about significant
factors which among others have affected the Company's actual results and are in
the future likely to affect the Company's actual results and cause them to
differ materially from those expressed in any such forward looking statements.
This Form 10-Q report contains forward looking statements relating to future
financial results. Actual results may differ as a result of factors over which
the Company has no control including the strength of the domestic and foreign
economies, slower than anticipated completion of research and development
projects, the availability of financing for such projects and movements in the
foreign exchange rate. Additional information which could affect the Company's
financial results is included in the Company's Form 10-K on file with the
Securities and Exchange Commission.
12
<PAGE> 13
PART II
Item 1. LEGAL
Not Applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company did not file any Report on Form 8-K during the nine
months ended March 31, 1998.
Item 5. OTHER INFORMATION
13
<PAGE> 14
(FORM 10-Q)
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 thereinto duly authorised.
BAYOU INTERNATIONAL, LTD.
By: (Signed)
Joseph I. Gutnick
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
Dated: May 25, 1998 By: (Signed)
Peter Lee, Director, Assistant Secretary and Chief
Financial Officer
(Principal Financial Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
ON FORM 10-Q OF BAYOU INTERNATIONAL, LTD FOR THE QUARTER ENDED MARCH 31, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> AUSTRALIAN DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> .6622
<CASH> 9
<SECURITIES> 0
<RECEIVABLES> 153
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 162
<PP&E> 386
<DEPRECIATION> (209)
<TOTAL-ASSETS> 339
<CURRENT-LIABILITIES> 1140
<BONDS> 3753
0
0
<COMMON> 9388
<OTHER-SE> (13942)
<TOTAL-LIABILITY-AND-EQUITY> 339
<SALES> 0
<TOTAL-REVENUES> 48
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1043
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (121)
<INCOME-TAX> 0
<INCOME-CONTINUING> (121)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (121)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
