<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13
OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-24362
NuMED SURGICAL, INC.
(Exact name of small business issuer in its charter)
STATE OF NEVADA 34-1755390
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6505 Rockside Road Suite 425, Independence, OH 44131
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (216) 573-6522
Indicate by check mark whether the issuer (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
--- ---
The number of shares outstanding of the Issuer's common stock at $.001 par value
as of February 7, 1997, was 8,775,685.
Form 10-QSB
1
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NuMED SURGICAL, INC.
BALANCE SHEETS
(UNAUDITED)
ASSETS DECEMBER 31 MARCH 31
CURRENT ASSETS 1996 1996
----------- --------
Cash and Cash Equivalents $4,712 $7,229
Accounts Receivable - Trade 53,549 43,687
Prepaid Expenses 11,985 300
Inventories 61,070 77,221
----------- --------
TOTAL CURRENT ASSETS 131,316 128,437
PROPERTY AND EQUIPMENT, NET 0 1,842
OTHER ASSETS
Intangible Assets, net of accumulated amortization of
$114,371 and $137,537 respectively 44,777 65,074
Prototype Equipment, Net 920 1,689
----------- --------
TOTAL OTHER ASSETS 45,697 66,763
----------- --------
TOTAL ASSETS $177,013 $197,042
----------- --------
----------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payables $37,894 $39,095
Accrued Expenses 3,748 27,344
Short Term Borrowings 64,544 41,544
----------- --------
TOTAL CURRENT LIABILITIES 106,186 107,983
----------- --------
STOCKHOLDERS' EQUITY
Preferred Stock, Authorized 2,000,000, None Issued 0 0
Common Stock, $.001 Par Value, Authorized 48,000,000
Shares, 8,775,685 Issued and Outstanding 8,776 8,776
Paid in Capital 473,222 473,222
Accumulated Deficit (411,171) (392,939)
----------- --------
TOTAL STOCKHOLDERS' EQUITY 70,827 89,059
----------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $177,013 $197,042
----------- --------
----------- --------
SEE NOTES TO FINANCIAL STATEMENTS
FORM 10-QSB
2
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NuMED SURGICAL, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS ENDED DECEMBER 31
1996 1995
------------ -----------
Sales $145,118 $107,638
Cost of Sales 65,803 57,896
------------ -----------
GROSS PROFIT 79,315 49,742
GENERAL AND ADMINISTRATIVE EXPENSES
Salary and Benefits 25,348 64,446
Professional Fees 9,132 10,940
Travel and Entertainment 2,348 5,508
Occupancy 2,626 5,014
Advertising and Marketing 4,552 2,175
Shareholder Relations 1,819 695
Director's Fees 0 0
Office Expense 3,660 1,374
Amortization and Depreciation 8,041 9,080
------------ -----------
TOTAL GENERAL AND
ADMINISTRATIVE EXPENSES 57,526 99,232
------------ -----------
OPERATING INCOME (LOSS) 21,789 (49,490)
OTHER INCOME (EXPENSES)
Interest Income 0 640
Interest Expense (1,590) (170)
------------ -----------
TOTAL OTHER INCOME (EXPENSES) (1,590) 470
------------ -----------
NET INCOME (LOSS) $20,199 ($49,020)
------------ -----------
------------ -----------
PER SHARE:
Net Loss $0.00 ($0.01)
------------ -----------
------------ -----------
Shares Used in Computing Per Share Information 8,775,685 8,775,685
SEE NOTES TO FINANCIAL STATEMENTS
FORM 10-QSB
3
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NuMED SURGICAL, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
NINE MONTHS ENDED DECEMBER 31
1996 1995
------------ -----------
Sales $376,133 $282,223
Cost of Sales 207,182 138,904
------------ -----------
GROSS PROFIT 168,951 143,319
GENERAL AND ADMINISTRATIVE EXPENSES
Salary and Benefits 88,084 165,275
Professional Fees 18,273 45,498
Travel and Entertainment 6,858 10,748
Occupancy 8,090 13,704
Advertising and Marketing 17,445 10,127
Shareholder Relations 3,286 2,417
Director's Fees 0 4,500
Office Expense 14,401 4,479
Amortization and Depreciation 25,610 27,239
------------ -----------
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES 182,047 283,987
------------ -----------
OPERATING LOSS (13,096) (140,668)
OTHER INCOME (EXPENSES)
Interest Income 3 1,111
Interest Expense (5,140) (339)
------------ -----------
TOTAL OTHER INCOME (EXPENSES) (5,137) 772
------------ -----------
NET LOSS ($18,233) ($139,896)
------------ -----------
------------ -----------
PER SHARE:
Net Loss ($0.00) ($0.02)
------------ -----------
------------ -----------
Shares Used in Computing Per Share Information 8,775,685 8,775,685
SEE NOTES TO FINANCIAL STATEMENTS
FORM 10-QSB
4
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NuMED SURGICAL, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
------------ PAID-IN ACCUMULATED
SHARES DOLLARS CAPITAL DEFICIT TOTAL
----------- -------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C>
BALANCE AT APRIL 1, 1994 5,175,685 5,176 183,674 (72,895) 115,955
Private Placement of Common Stock,
Net of Commissions and Fees 3,600,000 3,600 288,048 291,648
Net Loss (124,781) (124,781)
----------- -------- ------------ ----------- ----------
BALANCE AT MARCH 31, 1995 8,775,685 8,776 471,722 (197,676) 282,822
----------- -------- ------------ ----------- ----------
Write-off of Agent Fees 1,500 1,500
Net Loss (195,263) (195,263)
----------- -------- ------------ ----------- ----------
BALANCE AT MARCH 31, 1996 8,775,685 8,776 473,222 (392,939) 89,059
----------- -------- ------------ ----------- ----------
----------- -------- ------------ ----------- ----------
Net Loss (18,232) (18,232)
----------- -------- ------------ ----------- ----------
BALANCE AT DECEMBER 31, 1996 8,775,685 $8,776 $473,222 ($411,171) $70,827
----------- -------- ------------ ----------- ----------
----------- -------- ------------ ----------- ----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
FORM 10-QSB
5
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NuMED SURGICAL, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
(UNAUDITED)
NINE MONTHS ENDED DECEMBER 31
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss ($18,233) ($139,896)
Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activies:
Depreciation and Amortization 25,610 27,239
(Decrease) Increase in Cash Due to Net Changes in
Operating Assets and Liabilities:
Accounts Receivable (9,862) (7,809)
Inventories 16,151 (17,709)
Prepaid Expenses and Other Assets (11,685) (3,403)
Accounts Payable (1,201) (5,971)
Accrued Expenses (23,596) (245)
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (22,816) (147,794)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Intangibles (2,870) 0
Purchase of Property and Equipment (169) (1,096)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (2,701) (1,096)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Short-Term Borrowings 23,000 40,500
Payments on Short-Term Borrowings 0 (12,000)
----------- -----------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 23,000 28,500
----------- -----------
Decrease in Cash and Cash Equivalents (2,517) (120,390)
Cash and Cash Equivalents at Beginning of Period 7,229 123,289
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $4,712 $2,899
----------- -----------
----------- -----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
FORM 10-QSB
6
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NuMED SURGICAL, INC.
NOTES TO FINANCIAL STATEMENTS - (UNAUDITED)
DECEMBER 31, 1996
NOTE A- BASIS OF PREPARATION
GENERAL
The accompanying interim financial statements are unaudited, but reflect all
adjustments which are, in the opinion of the Company's management necessary to
present fairly the financial position as of December 31, 1996, and the results
of operations and cash flows for the nine months ended December 31, 1995 and
1996. The results for the nine months ended December 31, 1996, are not
necessarily indicative of results to be expected for the full year. References
should be made to the Company's Form 10-KSB for the year ended March 31, 1996,
for additional disclosures.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
INTRODUCTION
The following is an analysis of the operations of NuMED Surgical for the three
and nine months ended December 31, 1996 and 1995 and should be read in
conjunction with the Company's financial statements that appear elsewhere in
this report.
RESULTS OF OPERATIONS:
Net revenues for the three and nine months ended December 31, 1996 were $145,118
and $376,133 as compared to $107,638 and $282,223 for the same periods one year
ago. This represents an increase of $37,480 and $56,431 or 26% and 25% over the
same periods one year ago. This increase was due mainly to the introduction of
two new products; Liftmate and Infinity Stirrups. The Company is uncertain
whether the revenue growth will continue due to pressure on controlling hospital
and healthcare budgets and increasing competition from alternative distribution
channels, mainly catalog sales.
The gross profit for the three and nine months ended December 31, 1996, were
$79,315 and $168,951 or 55% and 45% of revenues as compared to $49,742 and
$143,319 or 46% and 51% the same periods one year ago. The decreases for nine
month period in gross profit as a percentage of revenues was due to a shift in
product mix, penetration pricing strategy on the Infinity Stirrup, additional
discounting to obtain sales, and a price increase from a major supplier. The
Company anticipates further downward pressure on gross profit due to continued
price competition driven by catalog sales, large buying groups and continued
political pressures on the health care industry.
Total general and administrative expenses as a percentage of revenues for the
three and nine months ended December 31, 1996 decreased to 40% and 48% as
compared to 92% and 101% for the same periods one year ago. This is a decrease
of $41,706 and $101,940 or 72% and 56% for the same periods one year ago.
Expenditures for salaries and benefits for the three and nine months ended
December 31, 1996 were $25,348 and $88,084 as compared to $64,446 and $165,275
for the same
Form 10-QSB
7
<PAGE>
periods one year ago. This represents a decrease of $39,098 and $77,191 or 154%
and 88% as compared to the same periods one year ago. This decrease was
primarily due to the change in the Company's corporate management structure.
Professional fees for the three and nine months ended December 31, 1996 were
$9,132 and $18,273 as compared to $10,940 and $45,498 for the same periods one
year ago. This decrease is due to the cancellation of the management services
contract for management, corporate funding, finance, accounting services and
marketing.
The operating loss decreased approximately 974% or $127,572 from ($140,668) to
($13,096). This decrease was primarily due to the change in the Company's
corporate management structure and the cancellation of the management services
contract and overall tighter controls on spending. As a result of the
foregoing, the Company had a net loss of $18,233 for the nine months ended
December 31, 1996, as compared to a net loss of $139,896 for the nine months
ended December 31, 1995.
The Company is evaluating its position in the market to determine strategic
direction. Under consideration is the selling of some or all of its assets.
Significant resources will be required to continue the promotion of the two
newly introduced products and efforts are underway to obtain these resources.
However, there is no assurance that these resources will be available.
FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES:
The Company's cash and cash equivalents decreased to $4,712 at December 31, 1996
from $7,229 at March 31, 1996, which is a net decrease of $2,517. The Company
financed operations from cash flow and the funds available under its line of
credit. At December 31, 1996, the Company had $64,544 outstanding on its line
of credit. The Company continues to experience negative cash flow from
operating losses and the relatively long collection cycle for its receivables,
resulting from sales subject to customer evaluation and acceptance. It is
anticipated that the Company will begin to experience positive cash flows.
If the Company is unable to fund its new product line, it may have to sell or
lease certain tangible and intangible assets. Additionally, NuMED Surgical will
have to cease product development and acquisition programs and devote funding to
current operations until cash reserves are sufficient to continue product
development and acquisition programs.
If NuMED Surgical is not able to introduce the newly acquired products as
planned or delays occur in production, it may be necessary to obtain additional
bank financing, seek a joint venture, and/or issue additional stock in order to
finance the commercialization of the two product lines. Over the long term it
is anticipated that NuMED Surgical will fund operations through profits, if any,
derived from acquired businesses, sales of internally developed products and
sales from currently distributed products. There can be no assurance that the
Company will achieve profitability, and additional funding through the sale of
debt or equity securities may be necessary. While the Company believes that a
ready market exists for its products, there are other companies that sell
similar products, some of which are more adequately funded.
PART II: OTHER INFORMATION
ITEM 1-5. NOT APPLICABLE
Form 10-QSB
8
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits: None.
b. Reports on Form 8-K: None.
Form 10-QSB
9
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DATE: FEBRUARY 7, 1997 /s/Michael J. Diroff
---------------------------
Michael J. Diroff
President, Chief Accounting
Officer and Director
Form 10-QSB
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 4,712
<SECURITIES> 0
<RECEIVABLES> 53,549
<ALLOWANCES> 0
<INVENTORY> 61,070
<CURRENT-ASSETS> 131,316
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 177,013
<CURRENT-LIABILITIES> 106,186
<BONDS> 0
0
0
<COMMON> 8,776
<OTHER-SE> 70,827
<TOTAL-LIABILITY-AND-EQUITY> 177,013
<SALES> 376,133
<TOTAL-REVENUES> 376,133
<CGS> 207,182
<TOTAL-COSTS> 207,182
<OTHER-EXPENSES> 182,047
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,140
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (18,233)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18,233)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
