<PAGE> 1
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
-------------- ------------------
COMMISSION FILE NUMBER 0-27720
EUROMED, INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0317700
(State or other jurisdiction of) (I.R.S. Employer
incorporation or organization) Identification No.)
WILHELMINAKANAAL NOORD 6
NL 4092 VR OOSTERHOUT, THE NETHERLANDS
(Address of principal executive offices) (Zip Code)
011-31-16-242-4424
(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
------------ -----------
As of November 9, 1996, there were 4,000,000 shares outstanding of the
registrant's common stock, $0.01 par value.
- --------------------------------------------------------------------------------
<PAGE> 2
INDEX
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE NO.
--------
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED):
<S> <C>
Condensed Consolidated Balance Sheets -
December 31, 1995 and September 30, 1996 . . . . . . . . . 1
Condensed Consolidated Statements of Income -
Three and Nine months ended September 30, 1996 and 1995. . 3
Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 1996 and 1995 . . . . . . 4
Notes to Condensed Consolidated Financial Statements . . . . . . . 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . 7
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . 11
</TABLE>
<PAGE> 3
CONSOLIDATED BALANCE SHEETS
(in thousands of US dollars)
(UNAUDITED)
<TABLE>
<CAPTION>
December 31 September 30
1995 1996
----------- ------------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents 64 2,314
Trade accounts receivable 2,101 2,254
Loan receivable 304 592
Due from affiliated companies and
other related parties 703 841
Inventory 4,719 6,904
Other receivables and prepaid expenses 122 555
----- ------
8,013 13,460
Vehicles, furniture and equipment
Cars 98 112
Furniture and equipment 493 745
----- ------
591 857
Less: Accumulated depreciation and
amortization (266) (367)
----- ------
325 490
Intangible assets less accumulated
amortization 507 11,241
----- ------
8,845 25,191
===== ======
</TABLE>
See accompanying notes to consolidated financial statements.
Page 1
<PAGE> 4
CONSOLIDATED BALANCE SHEETS
(in thousands of US dollars)
(UNAUDITED)
<TABLE>
<CAPTION>
December 31 September 30
1995 1996
----------- ------------
<S> <C> <C>
LIABILITIES
Current liabilities
Loan payable 311 292
Bank overdraft 2,645 4,187
Trade accounts payable 3,002 5,027
Taxes payable 421 1,384
Due to affiliated companies, controlling
interests and other related parties 10 44
Other payables and accrued expenses 264 1,161
----------- ------------
6,653 12,095
Long-term debts
Unsecured loan from B.V. Wisteria 423 -
Unsecured loan from Hybrida B.V. 496 -
Unsecured loan from Pantapharma B.V. 125 117
Other long-term debt 31 0
----------- ------------
1,075 117
SHAREHOLDERS EQUITY
Preferred Stock, par value $.01 per share;
5,000,000 shares authorized; no shares
issued and outstanding;
Common Stock, par value $.01 per share;
20,000,000 shares authorized; 4,000,000
issued and outstanding; 20 40
Additional paid-in capital 48 11,591
Treasury stock; 23,000 shares 0 (132)
Retained earnings 1,047 1,530
Cumulative currency translation adjustment 2 (50)
----------- ------------
1,117 12,979
Commitments and contingencies
----------- ------------
8,845 25,191
=========== ============
</TABLE>
See accompanying notes to consolidated financial statements.
Page 2
<PAGE> 5
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of US dollars, except per share data)
<TABLE>
<CAPTION>
(UNAUDITED) three months ended nine months ended
------------------ -----------------
September 30 September 30 September 30 September 30
1995 1996 1995 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales 7,745 16,124 22,919 34,000
Cost of goods sold 7,152 14,778 20,953 30,963
------ ------ ------ ------
Gross profit 593 1,346 1,966 3,037
Selling, general and
administrative expenses 217 1,068 990 2,159
------ ------ ------ ------
376 278 976 878
Interest income 7 16 22 119
Interest expense 58 64 113 215
------ ------ ------ ------
Income before income taxes 325 230 885 782
Income taxes 117 110 261 299
------ ------ ------ ------
208 120 624 483
====== ====== ====== ======
Earnings per share 0.10 0.03 0.31 0.16
------ ------ ------ ------
</TABLE>
See accompanying notes to consolidated financial statements.
Page 3
<PAGE> 6
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of US dollars)
(UNAUDITED)
<TABLE>
<CAPTION>
nine months ended
-----------------
September 30 September 30
1995 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income 624 483
Adjustments to reconcile to
cash flows from operations:
Amortization of intangible assets 45 202
Depreciation expense 83 103
Changes in operating assets and liabilities:
Trade accounts receivable (161) 938
Due from affiliated companies and other
related parties (1,505) (188)
Inventory (2,507) (1,098)
Other receivables and prepaid expenses (348) (85)
Trade accounts payable 655 (427)
Taxes payable 36 103
Due to affiliated companies, controlling
interests and other related parties 1,878 36
Other payables and accrued expenses 69 757
------ ------
Net cash provided by (used in)
operating activities (1,131) 824
====== ======
</TABLE>
See accompanying notes to consolidated financial statements.
Page 4
<PAGE> 7
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of US dollars)
(UNAUDITED)
<TABLE>
<CAPTION>
nine months ended
-----------------
September 30 September 30
1995 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of intangible assets (138) (176)
Acquisition of Mutarestes B.V. (4,453)
Borrowings by and repayments from a
customer 56 (315)
Purchase of vehicles, furniture
and equipment, at cost (199) (205)
-------- --------
Net cash used in investing activities (281) (5,149)
CASH FLOW FROM FINANCING ACTIVITIES:
Common stock issued 0 12
Borrowing under bank overdraft facility 898 1,751
Issueing of common shares 0 5,814
Treasury stock 0 (132)
Repayment of long-term debt 0 (907)
Long-term debt borrowings 201 0
-------- --------
Net cash provided by financing activities 1,099 6,538
Effect of currency translation adjustment on cash 25 37
-------- --------
Net increase/(decrease) in cash and cash equivalents (288) 2,250
Cash and cash equivalents
at the beginning of the year 313 64
-------- --------
Cash and cash equivalents
at the end of the nine months period 25 2,314
======== ========
Cash paid during the year:
Interest 66 167
Income taxes - 73
Non cash transaction
Issued 050,000 common shares ($8.75) as part
of the payment of the Mutarestes acquisition 5,729
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
Page 5
<PAGE> 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
a. Interim Financial Statements
The consolidated financial information for the interim periods presented herein
has not been audited by independent accountants, but in the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of the condensed consolidated statements of
earnings and cashflows at the dates and the periods indicated have been made.
Results of operations for interim periods are not necessarily indicative of
results of operations for the respective full years.
b. Basis of presentation
Swiss Nassau Corporation was incorporated on May 17, 1994 in the state of
Nevada, United States of America, with authorized and issued share capital of
1,000 shares of common stock with no par value. On June 15, 1994, computer
equipment with estimated value of $4,998 was contributed in exchange for all of
the shares of Swiss Nassau Corporation. On October 20, 1995 Swiss Nassau
Corporation changed its name into EuroMed, Inc. ("the Company") and increased
its authorized share capital to 20,000,000 common stock and 5,000,000 preferred
stock with par value of $0.01 per share. On October 20, 1995, EuroMed, Inc.
effected a 150 for 1 stock split of its issued capital.
On November 17, 1995, all of the shares of Galenica B.V. ("Galenica") and
Confedera B.V. ("Confedera"), both based in Oosterhout, The Netherlands, were
exchanged by the ultimate shareholder of both companies for all the shares of a
newly-formed company, EuroMed Europe B.V. Prior to this transaction Galenica
and Confedera were owned by B.V. Wisteria ("Wisteria"). All of the shares of
EuroMed Europe B.V. were then exchanged for 1,850,000 common shares of EuroMed,
Inc. Neither EuroMed Europe B.V. nor EuroMed, Inc. has any operations and these
transactions were completed in contemplation of a public offering of shares of
EuroMed, Inc. These transactions are considered as having no effect on the
basis of accounting for assets and liabilities and are viewed as having
occurred among members of a commonly controlled group in connection with a
proposed capital raising transaction after which the controlling shareholder
will have retained control.
On July 5, 1996, EuroMed, Inc. acquired Mutarestes B.V. a privately held
Netherlands based pharmaceutical wholesaler, for NLG 10,000,000 in cash and
850,000 shares in EuroMed, Inc. common stock. This increases the number of
common shares outstanding to 4,000,000.
The accompanying consolidated financial statements reflect the historical
combined financial position as at December 31, 1995 and September 30, 1996 and
the results of operations and cashflows for each of the years in the two year
period ended September 1995 and September 1996 combined. All intercompany
balances and transactions have been eliminated to arrive at the consolidated
totals.
c. Description of business
EuroMed's operating companies, Galenica, Confedera and Mutarestes (the
"companies"), all based in the Netherlands (Galenica and Confedera in
Oosterhout and Mutarestes in Heerhugowaard) have a primary business of the
wholesale distribution of medicines. The Companies' customers are primarily
located in the Netherlands. The companies' products are readily available and
the companies are not dependent on a single supplier or a few suppliers.
d. Earnings Per Share
Earnings per share are computed on the weighted average number of shares and
dilutive equivalent shares of common stock outstanding during the nine-months
period ended September 30, 1996 using the treasury stock method (exhibit 11).
Earnings per share for the Nine-months period ended September 30, 1995 is based
upon 2,000,000 shares outstanding.
Page 6
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION.
EuroMed, Inc. ("EuroMed" or the "Company") is a United States holding
company which, through its Netherland subsidiaries, is engaged in the import and
wholesale distribution of branded and generic medicines within The Netherlands,
and in the export of generic medicines throughout the world. EuroMed's business
is influenced in general by various economic, market and political trends in
The Netherlands and Europe.
EuroMed operates through its wholly-owned Netherlands subsidiaries,
Galenica, Confedera and Mutarestes, in: (i) the parallel import of
EuroSpecialties, which are prescription ("ethical") branded pharmaceuticals
registered and marketed throughout Europe under international patent and a
European brand; (ii) the wholesale distribution of EuroSpecialties and generic
pharmaceuticals to pharmacies and other wholesalers in The Netherlands; (iii)
the wholesale distribution of Dutch-Specialties, which are ethical branded
Pharmaceuticals under international patent, registered and marketed as a brand
specifically with The Netherlands; (iv) the wholesale distribution of
over-the-counter ("non-ethical") pharmaceuticals to pharmacies and other
wholesalers in The Netherlands; and (v) the export of generic pharmaceuticals
to developing nations of the world.
Generics are therapeutically equivalent ethical pharmaceuticals
manufactured after the expiration of any patents, and marketed as more
competitively priced substitutes for branded ethical pharmaceuticals. Parallel
imports are EuroSpecialties purchased within Europe's supranational free
market, the fifteen member European Union ("EU"), imported into The
Netherlands, often repackaged in the Dutch language, and resold wholesale to
pharmacies and other wholesalers at an arbitrage profit. Arbitrage is primarily
the result of pricing practices of multinational pharmaceutical Companies,
differing national health and social policies among EU member states, and
currency fluctuations within the EU. The price differences for identical
EuroSpecialties in different EU member states make parallel trade, or the
trade of registered pharmaceuticals from a low-price market into a high-price
market, particularly attractive.
The retail price of pharmaceuticals reflects not only direct production
and local distribution costs but also the cost of research and development.
These costs vary enormously from one country to another. Fluctuations in
exchange rates, differential pricing by multinational pharmaceutical companies,
and varying levels of pressure exerted by the system and social security
services in different EU member states, explain the difference in prices within
Europe, especially for relatively old pharmaceuticals.
In the second quarter of 1996, the legislation approved by The
Netherlands Senate, for a decrease in pharmaceutical prices, reduced
pharmaceutical prices in the direction of the average price level for
pharmaceuticals in Belgium, France, Germany and Great Britain. This legislation
may continue to have an unfavorable material impact on net sales and income in
the future. In the months July and August this legislation had material impact
on the sales and Gross profit of the EuroSpecialties because the inventory had
to be sold against lower market prices, in some cases the price was lower than
the costprice of these products.
As from July 1996 Mutarestes B.V. was acquired, the results of
Mutarestes are consolidated as of July 1, 1996.
Page 7
<PAGE> 10
RESULTS OF OPERATIONS
Nine Months ended September 30, 1996 compared to Nine Months ended September
30, 1995.
Sales
Sales of pharmaceuticals increased 48.3% to $34,000,000 for the nine
months ended September 30, 1996 compared with $22,919,000 for the nine months
ended September 30, 1995. The increase in sales of pharmaceuticals was
primarily a result of the acquisition of Mutarestes B.V., the increase is lower
than suspected due to the legislation of The Netherlands Senate and the decrease
in the Sales of export of generic pharmaceuticals to developing nations of the
world.
Cost of Goods Sold
Cost of pharmaceuticals sold increased 47.8% to $30,963,000 (91.1% of
sales) for the nine months ended September 30, 1996 compared to $20,953,000
(91.4% of sales) for the nine months ended September 30, 1995. The increase
in the cost of pharmaceuticals sold was primarily a result of the acquisition
of Mutarestes B.V.
Gross Profit
Gross profit increased 54.5% to $3,037,000 (8.9% of sales) for the nine
months ended September 30, 1996 compared with $1,966,000 (8.6% of sales) for
the nine months ended September 30, 1995. The increase in gross profit was
primarily a result of the acquisition of Mutarestes B.V. and the use of less
expensive branded generics in the Company's product inventory with a higher
margin.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 118.1% to
$2,159,000 (6.4% of sales) for the nine months ended September 30, 1996
compared with $990,000 (4.3% of sales) for the nine months ended September 30,
1995. The increase in selling, general and administrative expenses was
primarily a result of the acquisition of Mutarestes B.V. (amortization of
intangible assets and costs of Mutarestes), while the increase in selling,
general and administrative expenses associated with the Company being a
publicly reported company.
Interest Income
Interest income increased 440.9% to $119,000 (0.4% of sales) for the
nine months ended September 30, 1996 compared with $22,000 (0.1% of sales) for
the nine months ended September 30, 1995. The increase in interest income was
primarily a result of the IPO on March 19, 1996.
Interest Expense
Interest expense increased 2.3% to $215,000 (0.6% of sales) for the
nine months ended September 30, 1996 compared with $113,000 (0.5% of sales) for
the nine months ended September 30, 1995. The increase in interest expense was
the result of an increase in the use of the Company's bank line of credit.
Net Income
Net income decreased 23% to $483,000 (1.4% of sales) for the nine months
ended September 30, 1996 compared with $624,000 (2.7% of sales) for the nine
months ended September 30, 1995. The decrease in net income was primarily the
result of an increase in selling, general and administrative expenses and an
increase in taxes.
Page 8
<PAGE> 11
Third Quarter ended September 30, 1996 Compared to Third Quarter ended
September 30, 1995.
Sales
Sales of pharmaceuticals increased 108.2% to $16,124,000 for third quarter
of 1996 compared with $7,745,000 for the third quarter of 1995. The increase in
sales of pharmaceuticals was primarily a result of the acquisition of Mutarestes
B.V., the increase is lower than suspected due to the legislation of The
Netherlands Senat and the decrease in the Sales of export of generic
pharmaceuticals to developing nations of the world.
Cost of Goods Sold.
Cost of pharmaceuticals sold increased 106.0% to $14,778,000 (91.7% of
sales) for the third quarter of 1996 compared to $7,152,000 (92.3% of sales)
for the third quarter of 1995. The increase in the cost of pharmaceuticals sold
was primarily a result of the acquisition of Mutarestes B.V.
Gross Profit.
Gross profit increased 127.0% to $1,346,000 (8.3% of sales) for the
third quarter of 1996 compared with $593,000 (7.7% of sales) for the third
quarter of 1995. The increase in gross profit was primarily a result of the
acquisition of Mutarestes B.V. and the use of less expensive branded generics
in the Company's product inventory with a higher margin.
Selling, General and Administrative Expenses.
Selling, general and administrative expenses increased 392.2% to
$1,068,000 (6.6% of sales) for the third quarter of 1996 compared with $217,000
(2.8% of sales) for the third quarter of 1995. The increase in selling, general
and administrative expenses was primarily a result of the acquisition of
Mutarestes B.V. (amortization of intangible assets and costs of Mutarestes),
the increase in selling, general and administrative expenses associated with
the Company being a public enterprise and the decrease in Sales of the export
of generic pharmaceuticals to developing nations of the world.
Interest income
Interest income increased 128.6% to $16,000 (0.1% of sales) for the
third quarter of 1996 compared with $7,000 (0.1% of sales) for the third
quarter of 1995. The increase in interest income was primarily a result of the
acquisition of Mutarestes B.V.
Interest Expense
Interest expense increased 10.3% to $64,000 (0.4% of sales) for the
third quarter of 1996 compared with $58,000 (0.7% of sales) for the third
quarter of 1995. The increase in interest expense was the result of an increase
in the use of the Company's bank line of credit.
Net Income
Net income decreased 42.3% to $120,000 (0.7% of sales) for the third
quarter of 1996 compared with $208,000 (2.7% of sales) for the third quarter of
1995. The decrease in net income was primarily the result of an increase in
selling, general and administrative expenses and an increase in taxes.
Page 9
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by (used in) operations was $824,000 for the nine months
ended September 30, 1996 compared with (1,131,000) for the nine months ended
September 30, 1995.
Net cash provided by financing activities was $6,538,000 for the nine
months ended September 30, 1996 compared with $1,099,000 for the nine months
ended September 30, 1995. The initial public offering of shares of Common Stock
of the Company on March 19, 1996 and the increase of the Company's bank line of
credit were the significant sources of cash for the nine months ended September
30, 1996.
Cash and cash equivalents for the nine months ended September 30, 1996
were $2,314,000 compared with $25,000 for the nine months ended September 30,
1995.
None Cash transaction
On July 5, 1996, EuroMed, Inc. acquired Mutarestes B.V. a privately held
Netherlands pharmaceutical wholesaler, for NLG 10,000,000 in cash and 850,000
shares in EuroMed, Inc. common stock. This increases the number of common stock
outstanding to 4,000,000.
Management is of the opinion that these resources, together with the
existing borrowing capacity, should be sufficient to finance and sustain
operations at the present rate of growth for at least 12 to 18 months.
Page 10
<PAGE> 13
PART II
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits Number and Description of Exhibit
<TABLE>
<CAPTION>
Number Exhibit Description
- ------ -------------------
<S> <C>
2.1 Stock Exchange Agreement, dated as of November 17, 1995, by
and between Registrant and B.V. Wisteria.(1)
2.2 Ratification Agreement.(1)
3.1 Restated Articles of Incorporation of the Registrant.(1)
3.2 Bylaws of the Registrant.(1)
4.1 Specimen Common Stock Certificate.(1)
11 Computation of Earnings and Shares
27.1 Financial Date Schedule.(*)
</TABLE>
- --------
* Filed herewith
(1) Previously filed as an exhibit to the Company's Registration
Statement on Form S-1 (No. 33-80805) and incorporated herein
by reference.
(b) Reports of Form 8-K
The Company filed an amendment to the Current Report on Form 8-K,
which was originally filed on July 19, 1996 to report the information required
by Item 7.
11
<PAGE> 14
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.
EuroMed, Inc.
DATE: November 14, 1996
Signature Title
--------- -----
/s/ JAN BOUWMAN
- ------------------- Chief Financial Officer,
Jan Bouwman Treasurer and Secretary
<PAGE> 15
EXHIBIT INDEX
Exhibit Description
------- -----------
11 Computation of Earnings and Shares
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 11
EUROMED, INC.
COMPUTATION OF EARNINGS AND SHARES USED IN ARRIVING AT
PRIMARY AND FULLY-DILUTED EARNINGS PER SHARE FOR THE
NINE MONTHS ENDED SEPTEMBER 30, 1996
<TABLE>
(in thousands of US dollars) Nine Months Ended
September 30
1996
-----------------
<S> <C>
Net Earnings 483
Computation of weighted average
number of shares outstanding
Weighted average common shares 3,091,423
---------
Primary and fully diluted earnings per
common share 0.16
---------
</TABLE>
Page 1
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,314
<SECURITIES> 0
<RECEIVABLES> 2,254
<ALLOWANCES> 0
<INVENTORY> 6,904
<CURRENT-ASSETS> 13,460
<PP&E> 857
<DEPRECIATION> 367
<TOTAL-ASSETS> 25,191
<CURRENT-LIABILITIES> 12,095
<BONDS> 0
0
0
<COMMON> 40
<OTHER-SE> 12,939
<TOTAL-LIABILITY-AND-EQUITY> 25,191
<SALES> 34,000
<TOTAL-REVENUES> 0
<CGS> 30,963
<TOTAL-COSTS> 2,159
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 215
<INCOME-PRETAX> 782
<INCOME-TAX> 299
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 483
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
</TABLE>
