<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 JUNE 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 August 12, 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.
--------
<S> <C> <C>
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED):
Condensed Consolidated Balance Sheets -
December 31, 1995 and June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Condensed Consolidated Statements of Cash Flows -
Six months ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Condensed Consolidated Statements of Income
Three and six months ended June 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
2
<PAGE> 3
PART I
ITEM 1. FINANCIAL STATEMENTS.
EuroMed, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands of US dollars)
(UNAUDITED)
<TABLE>
<CAPTION>
December 31 June 30
1995 1996
------ ------
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents 64 3,426
Trade accounts receivable 2,101 1,421
Loan receivable 304 710
Due from affiliated companies and
other related parties 703 536
Inventory 4,719 5,162
Other receivables and prepaid expenses 122 275
----- ------
8,013 11,530
Vehicles, furniture and equipment
Cars 98 110
Furniture and equipment 493 585
----- ------
591 695
Less: Accumulated depreciation and
amortization (266) (313)
----- ------
325 382
Intangible assets less accumulated
amortization 507 539
----- ------
8,845 12,451
===== ======
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
EuroMed, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(in thousands of US dollars)
(UNAUDITED)
<TABLE>
<CAPTION>
December 31 June 30
1995 1996
------ ------
<S> <C> <C>
LIABILITIES
Current liabilities
Loan payable 311 293
Bank overdraft 2,645 -
Trade accounts payable 3,002 3,963
Taxes payable 421 530
Due to affiliated companies, controlling
interests and other related parties 10 8
Other payables and accrued expenses 264 247
----- ------
6,653 5,041
Long-term debts
Unsecured loan from B.V. Wisteria 423 -
Unsecured loan from Hybrida B.V. 496 -
Unsecured loan from Pantapharma B.V. 125 121
Other long-term debt 31 25
----- ------
1,075 146
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; 3,150,000
issued and outstanding; 20 32
Additional paid-in capital 48 5,862
Retained earnings 1,047 1,411
Cumulative currency translation adjustment 2 (41)
----- ------
1,117 7,264
Commitments and contingencies
----- ------
8,845 12,451
===== ======
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
EuroMed, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of US dollars)
(UNAUDITED)
<TABLE>
<CAPTION>
six months ended
--------------------------
June 30 June 30
1995 1996
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income 416 363
Adjustments to reconcile to
cash flows from operations:
Amortization of intangible assets 29 43
Depreciation expense 39 65
Changes in operating assets and liabilities:
Trade accounts receivable (1,248) 530
Due from affiliated companies and other
related parties (230) 126
Inventory (1,377) (747)
Other receivables and prepaid expenses (80) (164)
Trade accounts payable 960 1,168
Taxes payable 150 138
Due to affiliated companies, controlling
interests and other related parties (309) (1)
Other payables and accrued expenses 417 (1)
------ -----
Net cash provided by (used in) operating activities (1,233) 1,520
====== =====
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
EuroMed, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of US dollars)
(UNAUDITED)
<TABLE>
<CAPTION>
six months ended
---------------------------
June 30 June 30
1995 1996
------- -------
<S> <C> <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of intangible assets (40) (108)
Borrowings by and repayments
from a customer 39 (433)
Purchase of vehicles, furniture
and equipment, at cost (148) (142)
----- -----
Net cash used in investing activities (149) (683)
CASH FLOW FROM FINANCING ACTIVITIES:
Common stock issued 0 12
Borrowing under bank overdraft facility 866 (2,483)
Add paid in capital 0 5,862
Dividends paid 0 0
Repayment of long-term debt 0 (879)
Long-term debt borrowings 200 0
----- -----
Net cash provided by financing activities 1,066 2,512
Effect of currency translation adjustment on cash 24 13
----- -----
Net increase/(decrease) in cash and cash equivalents (292) 3,362
Cash and cash equivalents
at the beginning of the period 313 64
----- -----
Cash and cash equivalents
at the end of the period 21 3,426
===== =====
Cash paid during the period:
Interest 30 91
Income taxes - -
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
EuroMed, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF INCOME
(in thousand of US dollars, except per share data)
(UNAUDITED)
<TABLE>
<CAPTION>
three months ended six months ended
----------------------- ------------------------
June 30 June 30 June 30 June 30
1995 1996 1995 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Sales 8,563 8,508 15,174 17,876
Cost of goods sold 7,860 7,636 13,801 16,185
----- ----- ------ ------
Gross profit 703 872 1,373 1,691
Selling, general and administrative
expenses 410 600 773 1,091
----- ----- ------ ------
293 272 600 600
Interest income 5 78 15 103
Interest expense 9 80 55 151
----- ----- ------ ------
Income before income taxes 289 270 560 552
Income taxes 68 83 144 189
----- ----- ------ ------
221 187 416 363
===== ===== ====== ======
Earnings per share 0.11 0.06 0.21 0.14
----- ----- ------ ------
</TABLE>
See accompanying notes to consolidated financial statements.
7
<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 balance sheets
and the condensed consolidated statements of earnings and cash flows 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 of 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. had 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.
The accompanying consolidated financial statements reflect the historical
combined financial position as at December 31, 1995 and the consolidated
financial position as at June 30, 1996, the results of operations for each of
the three months period ended June 30, 1995 and June 30, 1996 and for the six
months period ended June 30, 1995 and June 30, 1996 and the cashflows for each
of the six months period ended June 30, 1995 and June 30, 1996. All intercompany
balances and transactions have been eliminated to arrive at the consolidated
totals.
c. Description of business
EuroMed's operating companies, Galenica and Confedera (the "Companies"), both
based in Oosterhout, The Netherlands, 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.
8
<PAGE> 9
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 six-months
period ended June 30, 1996, using the treasury stock method. Earnings per share
for the six-months period ended June 30, 1995 is based upon 2,000,000 shares
outstanding.
e. Subsequent events
On July 5, 1996, EuroMed, Inc. acquired Mutarestes B.V. a privately held
Netherlands based pharmaceutical wholesaler, for $5.87 million in cash and
850,000 shares in EuroMed, Inc. common stock. This increases the number of
EuroMed, Inc. common shares outstanding to 4,000,000.
EuroMed, Inc. ("Registrant") and EuroMed Europe B.V., a wholly-owned subsidiary
of Registrant ("Purchaser"), entered into a Stock Purchase Agreement, dated as
of June 19, 1996 (the "Purchase Agreement"), with Dr. A. Doets ("Doets"),
Dr. N. Th. P. Roozekrans ("Roozekrans"), Mutarestes B. V. ("Mutarestes"),
Pluripharm International, B.V., a wholly-owned subsidiary of Mutarestes
("Pluripharm"), and Financieringsmaatschappij De Nieuwe Wereld, B.V., a
wholly-owned subsidiary of Pluripharm ("FDNW"), pursuant to which Purchaser
agreed to acquire from the personal holding companies of Doets and Roozekrans
(collectively, the "Personal Holding Companies") all of the capital stock of
Mutarestes, Pluripharm and FDNW (collectively, the "Companies"). The purchase
price paid by Purchaser for the Companies consisted of: (i) 10 million Dutch
guilders in cash; and (ii) 850,000 shares of Registrant's Common Stock. The
closing of the transactions contemplated by the Purchase Agreement occurred on
July 5, 1996 (the "Closing Date"). Pluripharm, the operating company, is
engaged in the wholesale distribution of branded and generic medicines within
The Netherlands.
As a condition of the Purchase Agreement, each of Messrs. Doets and Roozekrans
and Dr. A. Francois Hinnen ("Hinnen") entered into a Consulting, Management and
Noncompetition Agreement, dated as of July 5, 1996, with Purchaser (each, a
"Consulting Agreement"). Each Consulting Agreement provides, among other
things, that Doets, Roozekrans or Hinnen (as the case may be) shall provide
management services to Purchaser for a period of five-years, for which each of
such persons will receive an annual fee of 200,000 Dutch guilders, as well as
bonuses and fringe benefits as mutually agreed to by each Doets, Roozekrans and
Hinnen and Registrant.
Simultaneously with the execution of the Purchase Agreement, Purchaser,
Registrant, Doets and Roozekrans entered into a Stock Purchase Agreement, dated
as of June 19, 1996 (the "Second Purchase Agreement"), pursuant to which
Purchaser purchased from Messrs. Doets and Roozekrans all of the outstanding
capital stock of the Personal Holding Companies (i.e., Nydima B.V. and N.T.P.
Consult B.V.) for a purchase price equal to the book value of the capital stock
of the Holding Companies as of July 1, 1996 payable in cash. The transactions
contemplated by the Second Purchase Agreement were consummated on the Closing
Date.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
GENERAL
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 and Confedera, 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 DutchSpecialties, 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.
RESULTS OF OPERATIONS
Six Months ended June 30, 1996 Compared to Six Months ended June 30, 1995
Sales. Sales of pharmaceuticals increased 18% to $17,876,000 for the
six months ended June 30, 1996 compared with $15,174,000 for the six months
ended June, 30 1995. The increase in sales of pharmaceuticals was primarily a
result of an increase in pharmacy clients and the expanded use of registrations
for the import of less expensive branded prescription medicines, or
EuroSpecialties.
Cost of Goods Sold. Cost of pharmaceuticals sold increased 17% to
$16,185,000 (91% of sales) for the six months ended June 30, 1996 compared to
$13,801,000 (91% of sales) for the six months ended
10
<PAGE> 11
June 30, 1995. The increase in the cost of pharmaceuticals sold was primarily
a result of an increase in sales, while the cost of pharmaceuticals sold as a
percent of sales remained level.
Gross Profit. Gross profit increased 23% to $1,691,000 (9% of sales)
for the six months ended June 30, 1996 compared with $1,373,000 (9% of sales)
for the six months ended June 30, 1995. The increase in gross profit was
primarily a result of the increase in sales and the use of less expensive
parallel imported pharmaceuticals in the Company's product inventory, while
gross profit as a percent of sales remained level.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 41% to $1,091,000 (6% of sales) for the six
months ended June 30, 1996 compared with $773,000 (5% of sales) for the six
months ended June 30, 1995. The increase in selling, general and
administrative expenses was primarily a result of an increase in sales, while
the increase in selling, general and administrative expenses as a percent of
sales was primarily a result of the increased expenses associated with the
Company being a public reporting company.
Interest Expense. Interest expense increased 175% to $151,000 for the
six months ended June 30,1996 compared with $55,000 for the six months ended
June 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 13% to $363,000 (2% of sales) for
the six months ended June 30, 1996 compared with $416,000 (3% of sales) for the
six months ended June 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.
Second Quarter ended June 30, 1996 Compared to Second Quarter ended June 30,
1995
Sales. Sales of pharmaceuticals decreased 0.6% to $8,508,000 in the
second quarter of 1996 compared with $8,563,000 in the second quarter of 1995.
The decrease in sales of pharmaceuticals was primarily a result of a decrease
in the export of generic pharmaceuticals.
Cost of Goods Sold. Cost of pharmaceuticals sold decreased 3% to
$7,636,000 (90% of sales) in the second quarter of 1996 compared to $7,860,000
(92% of sales) in the second quarter of 1995. The decrease in the cost of
pharmaceuticals sold, and the cost of pharmaceuticals sold as a percent of
sales, was primarily a result of an increase in the use of less expensive
parallel imported pharmaceuticals in the Company's product inventory.
11
<PAGE> 12
Gross Profit. Gross profit increased 24% to $872,000 (10% of sales)
in the second quarter of 1996 compared with $703,000 (8% of sales) in the
second quarter of 1995. The increase in gross profit, and gross profit as a
percent of sales, was primarily a result of the use of less expensive parallel
imported pharmaceuticals in the company's product inventory.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased 46% to $600,000 (7% of sales) in the second
quarter of 1996 compared with $410,000 (5% of sales) in the second quarter of
1995. The increase in selling, general and administrative expenses, and
selling, general and administrative expenses as a percent of sales, was
primarily a result of the increased expenses associated with a public
enterprise.
Interest Expense. Interest expense increased 789% to $80,000 in the
second quarter of 1996 compared with $9,000 in the second 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 15% to $187,000 (2% of sales) in
the second quarter of 1996 compared with $221,000 (3% of sales) in the second
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.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by (used in) operations was $1,520,000 for the six
months ended June 30, 1996 compared with ($1,233,000) for the six months ended
June 30, 1995.
Net cash provided by financing activities was $2,512,000 for the six
months ended June 30, 1996 compared with $1,066,000 for the six months ended
June 30, 1995. The initial public offering of shares of Common Stock of the
Company on March 19, 1996 was the significant source of cash for the six
months ended June 30, 1995.
Cash and cash equivalents for the six months ended June 30, 1996 were
$3,426,000 compared with $21,000 for the six months ended June 30, 1995.
On July 5, 1996 the Company acquired all of the outstanding shares of
Mutarestes B.V., a privately held Netherlands pharmaceutical wholesaler, for
$5.87 million in cash and 850,000 shares of EuroMed, Inc. common stock. The
Company's total outstanding common stock increased from 3,150,000 to 4,000,000
shares.
Management is of the opinion that these resources, together with
existing borrowing capacity, should be sufficient to finance and sustain
operations at the present rate of growth for at least the next 18 to 24 months.
12
<PAGE> 13
PART II
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
The Company's bank credit facility restricts the Registrant's
ability to declare and pay dividends.
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)
</TABLE>
13
<PAGE> 14
<TABLE>
<S> <C>
4.1 Specimen Common Stock Certificate.(1)
10.1 Form of Indemnity Agreement between the Registrant and each of its directors.(1)
10.2 Form of the Registrant's 1995 Stock Compensation Plan.(1)
10.3 Summary of Management contract, dated as of January 1, 1995, by and between Confedera and Pantapharma
B.V., and translated summary.(1)
10.4 Summary of Management Contract, dated as of January 1, 1995, by and between Galenica and Pantapharma
B.V., and translated summary.(1)
10.5 Summary of Management Contract, dated as of January 1, 1995, by and between Galenica and Confedera and
Jan Bouwman and translated summary.(1)
10.6 Summary of Management Contract, dated as of January 1, 1995, by and between Galenica and Galenica and
Jan Bouwman, and translated summary.(1)
10.7 Summary of Management Contract, dated as of January 1, 1995, by and between Galenica and Confedera and
Johan Bernard Krommendam, and translated summary.(1)
10.8 Summary of Agreement, dated March 17, 1995, by and between Confedera and Topaas B.V., and translated
summary.(1)
10.9 Summary of Lease Agreement between Galenica and NIVIE Holding B.V, as amended, and translated
summary.(1)
10.10 Summary of Loan Agreement between Galenica and Ariano Voorthuizen Beheer B.V., and translated
summary.(1)
10.11 Summary of Loan Agreement among Confedera, Galenica and MeesPierson N.V., as amended, and translated
summary.(1)
10.12 Summary of Loan Agreement, dated February 1, 1995, between Confedera and Hybrida B.V., and translated
summary.(1)
10.13 Summary of Loan Agreement between Galenica and B.V. Wisteria, as amended, and translated summary.(1)
10.14 Summary of loan arrangement between Galenica and Kisters-Ascherman, and translated summary.(1)
10.15 Summary of Cooperation Agreement, dated July 10, 1995, between Confedera and International
Procedurement Agency B.V., and translated summary.(1)
10.16 Summary of Purchase Agreement, dated December 31, 1993, by and among Galenica, a. Santosa-Njotosusetyo
and Dr. D.H. ter Hofstede, and translated summary.(1)
10.17 Form of Settlement Agreement, dated February 16, 1996, between Pragmacare B.V., and individual
pharmacist and translated summary.(1)
10.18 Form of Agreement, dated November 15, 1995, between Galenica B.V., and individual pharmacists and
translated summary.(1)
10.19 Loan Agreement between Galenica B.V. and MeesPierson N.V., and translated summary.(1)
10.20 Stock Purchase Agreement dated as of June 19, 1996, by and among Registrant, Purchaser, Doets,
Roozekrans, Mutarestes, Pluripharm and FDNW.(2)
10.21 Stock Purchase Agreement, dated as of June 19, 1996, by and among Registrant, Purchaser, Doets and
Roozekrans.(3)
10.22 Consulting, Management and Noncompetition Agreement, dated as of July 5, 1996, by and between Purchaser
and Doets.(3)
10.23 Consulting, Management and Noncompetition Agreement, dated as of July 5, 1996, by and between Purchaser
and Roozekrans.(3)
</TABLE>
14
<PAGE> 15
<TABLE>
<S> <C>
10.24 Consulting, Management and Noncompetition Agreement, dated as of July 5, 1996, by and between Purchaser
and Hinnen.(3)
11.1 Statement regarding computation of per share earnings.(*)
27.1 Financial Date Schedule.(*)
</TABLE>
__________
* Filed herewith
<TABLE>
<S> <C>
(1) Previously filed as an exhibit to the Company's Registration Statement on Form S-1 (No. 33-80805) and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Report on Form 8-K filed on July 19, 1996 and
incorporated herein by reference.
(3) To be filed as an exhibit to the amendment to the Company's Report on Form 8-K filed on July 19,
1996.
</TABLE>
(b) Reports of Form 8-K
The Company filed a Report on Form 8-K on July 19, 1996 which reported an
acquisition of assets under Item 2.
15
<PAGE> 16
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: August 14, 1996
Signature Title
--------- -----
/s/ Jan Bouwman
- ------------------------ Chief Financial Officer,
Jan Bouwman Treasurer and Secretary
<PAGE> 17
EXHIBIT INDEX
<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)
</TABLE>
<PAGE> 18
<TABLE>
<S> <C>
4.1 Specimen Common Stock Certificate.(1)
10.1 Form of Indemnity Agreement between the Registrant and each of its directors.(1)
10.2 Form of the Registrant's 1995 Stock Compensation Plan.(1)
10.3 Summary of Management contract, dated as of January 1, 1995, by and between Confedera and Pantapharma B.V., and
translated summary.(1)
10.4 Summary of Management Contract, dated as of January 1, 1995, by and between Galenica and Pantapharma B.V., and
translated summary.(1)
10.5 Summary of Management Contract, dated as of January 1, 1995, by and between Galenica and Confedera and Jan
Bouwman and translated summary.(1)
10.6 Summary of Management Contract, dated as of January 1, 1995, by and between Galenica and Galenica and Jan
Bouwman, and translated summary.(1)
10.7 Summary of Management Contract, dated as of January 1, 1995, by and between Galenica and Confedera and Johan
Bernard Krommendam, and translated summary.(1)
10.8 Summary of Agreement, dated March 17, 1995, by and between Confedera and Topaas B.V., and translated
summary.(1)
10.9 Summary of Lease Agreement between Galenica and NIVIE Holding B.V, as amended, and translated summary.(1)
10.10 Summary of Loan Agreement between Galenica and Ariano Voorthuizen Beheer B.V., and translated summary.(1)
10.11 Summary of Loan Agreement among Confedera, Galenica and MeesPierson N.V., as amended, and translated
summary.(1)
10.12 Summary of Loan Agreement, dated February 1, 1995, between Confedera and Hybrida B.V., and translated
summary.(1)
10.13 Summary of Loan Agreement between Galenica and B.V. Wisteria, as amended, and translated summary.(1)
10.14 Summary of loan arrangement between Galenica and Kisters-Ascherman, and translated summary.(1)
10.15 Summary of Cooperation Agreement, dated July 10, 1995, between Confedera and International Procedurement Agency
B.V., and translated summary.(1)
10.16 Summary of Purchase Agreement, dated December 31, 1993, by and among Galenica, a. Santosa-Njotosusetyo and Dr.
D.H. ter Hofstede, and translated summary.(1)
10.17 Form of Settlement Agreement, dated February 16, 1996, between Pragmacare B.V., and individual pharmacist and
translated summary.(1)
10.18 Form of Agreement, dated November 15, 195, between Galenica B.V., and individual pharmacists and translated
summary.(1)
10.19 Loan Agreement between Galenica B.V. and MeesPierson N.V., and translated summary.(1)
10.20 Stock Purchase Agreement dated as of June 19, 1996, by and among Registrant, Purchaser, Doets, Roozekrans,
Mutarestes, Pluripharm and FDNW.(2)
10.21 Stock Purchase Agreement, dated as of June 19, 1996, by and among Registrant, Purchaser, Doets and
Roozekrans.(3)
10.22 Consulting, Management and Noncompetition Agreement, dated as of July 5, 1996, by and between Purchaser and
Doets.(3)
10.23 Consulting, Management and Noncompetition Agreement, dated as of July 5, 1996, by and between Purchaser and
Roozekrans.(3)
</TABLE>
<PAGE> 19
<TABLE>
<S> <C>
10.24 Consulting, Management and Noncompetition Agreement, dated as of July 5, 1996, by and between Purchaser
and Hinnen.(3)
11.1 Statement regarding computation of per share earnings.(*)
27.1 Financial Date Schedule.(*)
</TABLE>
__________
* Filed herewith
<TABLE>
<S> <C>
(1) Previously filed as an exhibit to the Company's Registration Statement on Form S-1 (No. 33-80805) and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Report on Form 8-K filed on July 19, 1996 and incorporated
herein by reference.
(3) To be filed as an exhibit to the amendment to the Company's Report on Form 8-K filed on July 19, 1996.
</TABLE>
<PAGE> 1
EXHIBIT 11.1
EUROMED, INC.
COMPUTATION OF EARNINGS AND SHARES USED IN ARRIVING AT PRIMARY AND
FULLY-DILUTED EARNINGS PER SHARE FOR THE SIX MONTHS ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
Six months ended
June 30, 1996
----------------
<S> <C>
Net Earnings (in thousands) $ 363
----------
Computation of weighted average
number of shares outstanding
Issued: 3,150,000
Weighted average common shares 2,650,824
----------
Primary and fully diluted earnings
per common share $ 0.14
----------
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 3,426
<SECURITIES> 0
<RECEIVABLES> 1,421
<ALLOWANCES> 0
<INVENTORY> 5,162
<CURRENT-ASSETS> 11,530
<PP&E> 695
<DEPRECIATION> 313
<TOTAL-ASSETS> 12,451
<CURRENT-LIABILITIES> 5,041
<BONDS> 0
<COMMON> 32
0
0
<OTHER-SE> 7,232
<TOTAL-LIABILITY-AND-EQUITY> 12,451
<SALES> 17,876
<TOTAL-REVENUES> 0
<CGS> 16,185
<TOTAL-COSTS> 1,091
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 151
<INCOME-PRETAX> 552
<INCOME-TAX> 189
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 363
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
