<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _______________ TO __________________
EUROMED, INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 0-27720
NEVADA 88-0317700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
WILHELMINAKANAAL NORD 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 May 15, 1997, there were 3,127,000 shares outstanding of the registrant's
common stock, $0.01 par value.
- --------------------------------------------------------------------------------
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
PART I. FINANCIAL INFORMATION
PAGE NO.
--------
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED):
Consolidated Balance Sheets -
December 31, 1996 and March 31, 1997 3
Consolidated Statements of Income -
Three months ended March 31, 1996 and 1997 5
Consolidated Statements of Cash Flows -
Three months ended March 31, 1996 and 1997 6
Notes to Consolidated Financial Statements 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
</TABLE>
<PAGE> 3
EUROMED, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands of US dollars)
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
------------ -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 411 $ 28
Trade accounts receivable 1,155 1,834
Loan receivable 548 571
Due from affiliated companies and
other related parties 695 407
Inventory 4,526 4,187
Other receivables and prepaid expenses 349 392
Net assets of discontinued operations 2,802 2,802
-------- --------
TOTAL CURRENT ASSETS 10,486 10,221
-------- --------
Vehicles, Furniture and Equipment, at cost 815 824
Less: Accumulated depreciation and
amortization (406) (445)
-------- --------
NET VEHICLES, FURNITURE AND
EQUIPMENT 409 379
-------- --------
Other Assets
Intangible assets less accumulated
amortization of $256,000 and $282,000
in 1996 and 1997, respectively 607 581
Other 172 44
-------- --------
TOTAL OTHER ASSETS 779 625
-------- --------
TOTAL ASSETS $ 11,674 $ 11,225
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
<PAGE> 4
EUROMED, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands of US dollars)
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
------------ ----------
(Unaudited)
<S> <C> <C>
LIABILITIES
Current liabilities
Loan payable $ 311 $ 370
Bank overdraft 3,540 3,645
Trade accounts payable 3,076 3,332
Due to affiliated companies, controlling
interests and other related parties 69 --
Taxes payable and other accrued expenses 1,061 612
-------- --------
TOTAL CURRENT LIABILITIES 8,057 7,959
Long-term debts
Unsecured loan from B.V. Wisteria -- --
Unsecured loan from Hybrida B.V -- --
Unsecured loan from Pantapharma B.V 90 11
Other long-term debt -- --
-------- --------
TOTAL LIABILITIES 8,147 7,970
-------- --------
Stockholders' 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
shares issued and outstanding 40 40
Additional paid-in capital 6,276 6,276
Retained earnings (deficit) (2,624) (2,956)
Cumulative currency translation adjustment (33) 27
-------- --------
3,659 3,387
Less: 23,000 Treasury Shares, at cost (132) (132)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 3,527 3,255
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 11,674 $ 11,225
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
<PAGE> 5
EUROMED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands of US dollars, except per share data)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
----------------------------------
March 31, March 31,
1996 1997
----------- -----------
<S> <C> <C>
Sales $ 9,368 $ 7,132
Cost of goods sold 8,549 6,863
----------- -----------
Gross profit 819 269
Selling, general and administrative expenses 491 671
----------- -----------
Operating Profit (Loss) 328 (402)
Interest income 25 29
Interest (expense) (71) (74)
----------- -----------
Income before income taxes 282 (447)
Income taxes 106 115
----------- -----------
Net income (loss) $ 176 $ (332)
=========== ===========
Earnings (loss) per share $ 0.08 $ (.08)
=========== ===========
Weighted Average Number of
Common Shares Outstanding 2,151,649 3,977,000
=========== ===========
</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>
Three months ended
----------------------------
March 31, March 31,
1996 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 176 $ (332)
Adjustments to reconcile to cash flows from operations:
Amortization of intangible assets 21 26
Depreciation expense 30 39
Changes in operating assets and liabilities:
Trade accounts receivable 835 (679)
Due from affiliated companies and other
related parties 356 288
Inventory (1,519) 339
Other receivables and prepaid expenses (648) 62
Trade accounts payable 299 256
Due to affiliated companies, controlling
interests and other related parties -- (69)
Taxes payable and other accrued expenses 51 (449)
------- -------
Net cash used in operating activities (399) (519)
------- -------
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
6
<PAGE> 7
EUROMED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of US dollars)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
-----------------------------
March 31, March 31,
1996 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of intangible assets $ (6) $ --
Borrowings by and repayments
from a customer 19 --
Purchase of vehicles, furniture
and equipment, at cost (42) (9)
------- -------
Net cash used in investing activities (29) (9)
------- -------
CASH FLOW FROM FINANCING ACTIVITIES:
Common stock issued 12 --
Borrowing under bank overdraft facility 879 105
Add paid in capital 5,932 --
Long-term debt borrowings (4) (20)
------- -------
Net cash provided by financing activities 6,819 85
------- -------
Effect of currency translation adjustment on cash (3) 60
------- -------
Net increase (decrease) in cash and cash equivalents 6,388 (383)
Cash and cash equivalents
at the beginning of the quarter 64 411
------- -------
Cash and cash equivalents
at the end of the quarter $ 6,452 $ 28
======= =======
Cash paid during the quarter:
Interest $ 30 $ 74
Income taxes -- --
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
7
<PAGE> 8
EUROMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
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 for 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. Description of business
EuroMed's operating companies, Galenica B.V. and Confedera B.V. (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.
c. Earnings Per Share
Earnings per share are computed on the weighted average number of shares
of common stock outstanding during the three-month period ended March 31, 1997.
8
<PAGE> 9
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
GENERAL
EuroMed, Inc. ("EuroMed" or the "Company") is a United States holding company
which, through the Companies, is involved 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
within 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 with 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.
On June 1, 1996, the government of The Netherlands implemented legislation
that reduced the prices of pharmaceuticals to approximately the average prices
for equivalent items in Belgium, France, Germany and Great Britain (the "Maximum
Price Law"). The Maximum Price Law establishes a prohibition on the sale of
pharmaceuticals to retail pharmacies at a higher price than the maximum price
decree. This has effectively reduced the prices paid for pharmaceuticals in The
Netherlands an average of 17.5%.
On March 25, 1997, the Board of Directors approved a five-point
restructuring plan. First, the Company has entered into an agreement to sell
its Pluripharm subsidiary, which it acquired in July 1996, to a pharmacy
wholesale management group located in The Netherlands. This transaction is
subject to certain conditions precedent, including receipt of a fairness
opinion. This transaction will result in the Company receiving approximately
5,600,000 Dutch Guilders (approximately $2,800,000). In connection therewith,
the Company recognized a loss of approximately $3,200,000 in the year ended
December 31, 1996. EuroMed is scheduled to close this agreement in the second
quarter of 1997. Second, the Company has entered into a Settlement Agreement
with the two former owners of Pluripharm, A. Doets and N.T.P. Roozekrans,
whereby, among other things, the Company and Messrs. Doets and Roozekrans have
agreed to mutual releases and the Company has agreed to indemnify Messrs. Doets
and Roozekrans from certain third parties claims. In consideration for such
releases, Messrs. Doets and Roozekrans have delivered to the Company the
850,000 shares of Common Stock which they received in the Pluripharm
acquisition. This transaction was closed in April 1997. Third, the Company and
Mr. Francois Hinnen, the Chairman of the Board of the Company, have agreed
that, at the closing of the sale of its Pluripharm division, Mr. Hinnen shall
return to the Company 850,000 shares of Common Stock owned by B.V. Wisteria, a
company owned by Mr. Hinnen. Fourth, the Board of Directors has authorized a
share buy-back program whereby the Company may attempt to repurchase up to
300,000 shares of Common Stock from time to time. The shares of Common Stock
being repurchased and returned to the Company as described above will reduce
the outstanding Common Stock from 4,000,000 shares to approximately 2,000,000
shares.
Finally, the Company announced that it will undertake a strategy of acquiring
healthcare related companies or assets outside of The Netherlands, including
possible purchases of health care companies or assets in the United States.
The above transactions are being undertaken by the Company primarily as a
result of the changing pharmaceutical wholesale market in The Netherlands, which
has resulted in significantly lowered prices and decreased margins, and the
Company's inability to consolidate the Pluripharm operations into the Company's
operations in The Netherlands. Management believes that the cash to be received
in the Pluripharm transaction will allow the Company fund its continuing
operations and to pursue its new acquisition strategy, with the intention of
bringing greater value to the stockholders of the Company.
9
<PAGE> 10
RESULTS OF OPERATIONS
First Quarter ended March 31, 1997 Compared to First Quarter ended March 31,
1996
Sales. Sales of pharmaceuticals decreased 23.9% to $7,132,000 in the first
quarter of 1997 compared with $9,368,000 in the first quarter of 1996. The
decrease in sales of pharmaceuticals was primarily a result of the
implementation of the Maximum Price Law in June 1996, which had the effect of
lowering the consumption of pharmaceutical products from wholesalers. Further,
the reduction in EuroMed sales can be attributed to the the weakness of the
Dutch gilder as compared to the U.S. dollar during the first quarter of 1997
and a more competitive product discount program being offered by the Company's
competitors.
Cost of Goods Sold. Cost of pharmaceuticals sold decreased 19.7% to
$6,863,000 (96.2% of sales) in the first quarter of 1997 compared with
$8,549,000 (91.3% of sales) in the first quarter of 1996. The decrease in the
cost of pharmaceuticals sold was primarily a result of a decrease in sales,
while the increase as a percent of sales was primarily a result of a more
diversified product inventory. Further, EuroMed's cost of goods sold percent
was increased by the selling of inventory purchased at static rates and sold
for the maximum price allowed by the Maximum Price Law.
Gross Profit. Gross profit decreased 67.2% to $269,000 (3.8% of sales) in
the first quarter of 1997 compared with $819,000 (8.7% of sales) in the first
quarter of 1996. The decrease in gross profit was primarily a result of a
decrease in sales, while the decrease in gross profit as a percent of sales was
primarily a result of client pharmacies acquiring products at the rates
dictated by the Maximum Price Law.
Selling and General and Administrative Expenses. Selling, general and
administrative expenses increased 36.7% to $671,000 (9.4% of sales) in the
first quarter of 1997 compared with $491,000 (5.24% of sales) in the first
quarter of 1996. The increase in selling, general and administrative expenses
was primarily a result of a decrease in sales and an increase in the number of
employees from 22 to 25, while the increase as a percent of sales was primarily
a result of decreased operating efficiencies. Further, the Company has
experienced an increase in professional fees related to the Company's
divestiture of the Pluripharm Division, continuing legal fees related to
ongoing litigation, and ongoing financial auditing costs.
Net Income. Results of operations decreased 288% to a loss of $332,000 (4.7%
of sales) in the first quarter of 1997 compared with $176,000 net income (1.9%
of sales) in the first quarter of 1996. The decrease in net income was
primarily the result of declining sales volume and the effect of the
implementation of the Maximum Price Law upon the margins of the Company.
LIQUIDITY AND CAPITAL RESOURCES
Cash (used in) operations was ($519,000) in the first quarter of 1997
compared with $(399,000) in the first quarter of 1996. This increase is a
result of the Company's customers increasing their payment time for billed
products they have received.
EuroMed has experienced an increase in its accounts receivable from
$1,155,000 in 1996 to $1,834,000 in 1997. The increase in accounts receivable is
a result of an increase in payment time for billed product from the Company's
customers.
Net cash provided by financing activities was $85,000 in the first quarter of
1997 compared with $6,819,000 in the first quarter of 1996. The initial public
offering of shares of common stock of the Company on March 19, 1996 was the
significant source of cash for the first quarter of 1996.
10
<PAGE> 11
Cash and cash equivalents at the end of the first quarter 1997 was $28,000
compared with $6,452,000 at the end of the first quarter of 1996.
Management is of the opinion that the proceeds from the Pluripharm
divestiture, together with existing borrowing capacity, should be sufficient to
finance and sustain operations at the present level.
11
<PAGE> 12
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Number and Description of Exhibit
Number Exhibit Description
2.1 Settlement Agreement, dated as of April 3, 1997, by and
among Pantapharma B.V., B.V. Wisteria, EuroMed, EuroMed Europe
B.V., Mutarestes B.V., Galenica B.V., Confedera B.V., Mr. Hinnen,
NTP Advies B.V., Usus Notus B.V., N.T.P. Roozekrans and
A. Doets(3)
2.2 Share Purchase Agreement, dated as of April 3, 1997, by and among
EuroMed, EuroMed Europe B.V., Mutarestes B.V. and
Houdstermaatschappij Singultus B.V. i.o.(3)
2.3 Compensation Agreement, dated as of April 3, 1997, by and between
B.V. Wisteria and Houdstermaatschappij Singultus B.V. i.o.(3)
3.1 Restated Articles of Incorporation of the Registrant.(1)
3.2 Bylaws of the Registrant.(1)
4.1 Specimen Common Stock Certificate.(1)
10.1 Summary of Management Contract dated February 15, 1997, by and
between EuroMed, Inc. and the Anderson Group.(2)
10.2 Summary of Management Contract dated January 1, 1997, by and
between EuroMed, Inc. and Beheer-en Beleggingsmaatschappij File
B.V.(2)
27.1 Financial Data Schedule.*
- -------------
* Filed Herein
(1) Previously filed as an exhibit to the Company's Registration
Statement No. 33-80805 on Form S-1 and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Company's Current Report
on Form 8-K/A (Amendment No. 1) dated November 19, 1996 and
incorporated herein by reference.
(3) Previously filed as an exhibit to the Company's Report on
Form 10-K/A dated April 15, 1997 and incorporated herein by
reference.
(b) Reports on Form 8-K:
The Company filed a Current Report on Form 8-K dated November
19, 1996, regarding the resignation of KPMG Accountants N.V.
("KPMG") as the Company's independent public accountant, which was
amended on Form 8-K/A filed December 12, 1996 to include the
Letter Regarding Change in Principal Accountant by KPMG and on
Form 8-K/A filed January 3, 1997 to include the reasons given
by KPMG for their resignation.
12
<PAGE> 13
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.
Dated: May 15, 1997
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ ROBERT W. L. VELDMAN President and
- ------------------------ Chief Executive Officer
Robert W. L. Veldman
/s/ DAVID ANDERSON Chief Financial Officer
- ------------------------
David Anderson
</TABLE>
13
<PAGE> 14
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27.1 Financial Data Schedule.*
</TABLE>
- ----------------
* Filed herewith
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 28
<SECURITIES> 0
<RECEIVABLES> 1,834
<ALLOWANCES> 0
<INVENTORY> 4,187
<CURRENT-ASSETS> 10,221
<PP&E> 824
<DEPRECIATION> 445
<TOTAL-ASSETS> 11,225
<CURRENT-LIABILITIES> 7,959
<BONDS> 0
0
0
<COMMON> 40
<OTHER-SE> 3,215
<TOTAL-LIABILITY-AND-EQUITY> 11,225
<SALES> 7,132
<TOTAL-REVENUES> 0
<CGS> 6,863
<TOTAL-COSTS> 671
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 74
<INCOME-PRETAX> (447)
<INCOME-TAX> 115
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (332)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
</TABLE>
