-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N2tWYrKb5YY6mh0jhUtGd/J3yfwL22ULhV6dd0K3g+2OBkH+I7i9mKYLDVPtp7n/ ulhVJ7hhEPAGGqEL+v5vOQ== 0000733337-97-000049.txt : 19971110 0000733337-97-000049.hdr.sgml : 19971110 ACCESSION NUMBER: 0000733337-97-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970925 ITEM INFORMATION: FILED AS OF DATE: 19971107 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOPHARMACEUTICS INC CENTRAL INDEX KEY: 0000733337 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133186327 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09370 FILM NUMBER: 97709999 BUSINESS ADDRESS: STREET 1: 990 STATION RD CITY: BELLPORT STATE: NY ZIP: 11713 BUSINESS PHONE: 5162865800 MAIL ADDRESS: STREET 1: 990 STATION ROAD CITY: BELLPORT STATE: NY ZIP: 11713 FORMER COMPANY: FORMER CONFORMED NAME: INTEGRATED GENERICS INC /NV/ DATE OF NAME CHANGE: 19880824 FORMER COMPANY: FORMER CONFORMED NAME: PATIENT MEDICAL SYSTEMS CORP DATE OF NAME CHANGE: 19880615 8-K 1 INFORMATION REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 7, 1997 BIOPHARMACEUTICS, INC. (Exact name of Registrant as specified in its Charter) DELAWARE 1-9370 13-3186327 (State or other (Commission File Number) (I.R.S Employer jurisdiction of I.D. Number) incorporation) 990 Station Road Bellport, New York 11713 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (516-286-5800) N/A (Former name or former address, if changed since last report.) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On September 15, 1997 the Company completed the acquisition of Caribbean Medical Testing Center, Inc. with the payment of $4,900,000 in cash and a note for $1,500,000 bearing interest at 10 1/2% per annum due July 17, 1998. The funding for the acquisition was obtained by the issuance of 3,100,000 shares of common stock and $4,900,000 of notes bearing interest at 9% and payable $175,000 a month for 28 months. EXHIBIT INDEX Current Report on Form 8-K of Biopharmaceutics, Inc. Date of Report: November 7, 1997 Exhibit: 28.19 Press Release dated September, 15, 1997 28.20 CMT Audited Financial Statements for the years ending December 31, 1995 and 1996 28.21 Proforma Financial Statements for the years ending December 31, 1995 and 1996 showing the business combination 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 hereunto duly authorized. BIOPHARMACEUTICS, INC. (Registrant) By: /s/ Edward Fine Edward Fine President, Chief Executive Officer (Signature) Dated: November 7, 1997 EXHIBIT 28.19 Press Release For Immediate Release For More Information, Call: Stuart Fine (516) 286-5800 Biopharmaceutics, Inc. Completes CMT Acquisition BELLPORT, N.Y. (September 15,1997) - Biopharmaceutics, Inc. (BOPH:OTCBB) announced today that it has completed the acquisition of CMT with the payment of $4.9 million in cash and a note for $1.5 million bearing interest at 10 1/2% per annum due July 17, 1998. Biopharmaceutics also stated that the consolidated revenues for the month of August 1997 reached a new record of in excess of $1,200,000, eclipsing the previous record set in July 1997, of in excess of $1,100,000. The Company's year ends on September 30th. Total revenues for the first two months of the current fiscal quarter are in excess of $2,300,000. Consolidated income for the months of July and August 1997 aggregated in excess of $500,000. or approximately $0.05 per share. For the quarter ended June 30, 1997, the Company had reported consolidated revenues of $1,884,000. and net income of $255,000. Biopharmaceutics received $6,250,000 to finance the acquisition and issued 3,100,000 shares of common stock and $4.9 million of notes, bearing interest at 9% and payable $175,000 per month for 28 months. Angel Vale, son of CMT founder, Rufino Vale, will become President and Chief Operating Officer of CMT. Mr. Vale, stated "I intend to manage CMT in the same manner as my father has done previously, providing important medical services to the Puerto Rico community. We are pleased that Biopharmceutics has chosen and is committed to maintaining CMT as a Puerto Rican managed business and is dedicated to the strong traditions of the Vale family." EXHIBIT 28.20 CARIBBEAN MEDICAL TESTING CENTER INC. CONDENSED FINANCIAL STATEMENTS FOR THE YEARS ENDING DECEMBER 31, 1996 AND 1995 BALANCE SHEET ASSETS 1996 1995 ---- ---- CURRENT ASSETS CASH $ 93,791 $ 151,990 ACCOUNTS RECEIVABLE (NET) 554,326 546,302 INVENTORIES 13,702 6,814 PREPAID AND OTHER ASSETS 105,434 121,849 ------- ------- TOTAL CURRENT ASSETS 767,253 826,955 PLANT PROPERTY AND EQUIPMENT(NET) 693,909 519,608 ------- ------- TOTAL ASSETS $ 1,461,162 $ 1,346,563 =========== ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE $ 427,589 $ 239,343 ACCRUED EXPENSES 97,906 110,195 CURRENT MATURITIES OF LONG TERM DEBT 143,589 131,049 ------- ------ TOTAL CURRENT LIABILITIES 669,084 480,587 LONG TERM DEBT NET OF CURRENT PORTION 398,865 446,499 ------- ------- TOTAL LIABILITIES 1,067,949 927,086 SHAREHOLDERS' EQUITY COMMON STOCK 200 SHARES ISSUED 20,000 20,000 RETAINED EARNINGS 368,647 392,492 UNREALIZED GAIN ON MARKETABLE SECURITIES 4,566 6,985 ----- ----- 393,213 419,477 ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS EQUITY $ 1,461,162 $ 1,346,563 =========== ============ CARIBBEAN MEDICAL TESTING CENTER INC. CONDENSED STATEMENT OF INCOME FOR THE YEARS ENDING DECEMBER 31, 1996 AND 1995 1996 1995 ---- ---- NET REVENUES $ 2,624,993 $ 2,174,028 COST AND EXPENSES COST OF GOODS SOLD 1,755,667 1,202,682 SELLING, GENERAL & ADMIN 962,886 882,897 ------- ------- 2,718,553 2,085,579 --------- --------- (93,560) 88,449 ------- ------ OTHER INCOME AND EXPENSE 38,095 45,229 ------ ------ NET INCOME (LOSS) BEFORE TAXES (55,465) 133,678 PROVISION FOR TAXES ( 9,692) (42,546) ------- ------- NET INCOME (LOSS) (65,157) 91,132 ======== ====== AVERAGE NUMBER OF SHARES OUTSTANDING 200 200 GAIN (LOSS) PER SHARE $(325.79) $455.66 CARIBBEAN MEDICAL TESTING CENTER, INC. STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1996 CASH FLOWS FROM OPERATING ACTIVITIES: NET LOSS (LOSS) (65,157) 91,132 ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES: DEPRECIATION AND AMORTIZATION 92,835 85,259 PROVISION FOR BAD DEBTS 218,821 74,793 LOSS ON DISPOSAL OF ASSETS 1,000 --- CHANGES IN ASSETS AND LIABILITIES: INCREASE IN ACCOUNTS RECEIVABLE (226,845) (106,817) INCREASE IN INVENTORY (6,888) --- INCREASE IN PREPAID EXPENSES (6,951) (9,860) INCREASE IN DEFERRED TAX ASSET (9,692) --- DECREASE IN BANK OVERDRAFT --- (12,630) INCREASE IN ACCOUNTS PAYABLE 202,944 81,040 DECREASE IN ACCRUED EXPENSES (12,289) --- DECREASE IN ACCRUED LIABILITIES --- (23,713) DECREASE IN INCOME TAX PAYABLE (20,282) 26,547 DECREASE IN DUE TO STOCKHOLDER --- (17,685) TOTAL ADJUSTMENTS 232,653 96,934 NET CASH PROVIDED BY OPERATING ACTIVITIES 167,496 188,066 CASH FLOWS FROM INVESTING ACTIVITIES: DISPOSITION OF MARKETABLE SECURITIES 19,642 --- PURCHSES OF MARKETABLE SECURITIES --- (45,142) SALE OF ASSET 11,000 --- CAPITAL EXPENDITURES (204,766) (62,810) INCREASE IN OTHER ASSETS --- (14,563)* NET CASH USED BY INVESTING ACTIVITIES (174,124) (122,515) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: PROCEEDS FROM LINE OF CREDIT 41,683 --- PROCEEDS FROM LOANS --- 59,525 REPAYMENT OF LOANS (39,918) (125,637) NET CASH PROVIDED BY FINANCING ACTIVITIES 1,765 (66,112) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS (4,863) (561) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 4,863 5,424 ---------- ---------- CASH AND CASH EQUIVALENTS, END OF YEAR $ --- $ 4,863 ========== ========== SUPPLEMENTAL DISCLOSURES: CASH PAID FOR INTEREST AMOUNTED TO: $ 58,620 $ 59,249 ========== ========== CASH PAID FOR INCOME TAX AMOUNTED TO: $ --- $ 15,999 ========== ========== *CAPITAL EXPENDITURES: DURING THE YEAR AN ACQUISITION OF A BUILDING WAS FINANCED WITH A REAL ESTATE MORTGAGE AMOUNTING TO $188,000. CARIBBEAN MEDICAL TESTING CENTER, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1996 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of certain significant accounting policies followed in the preparation of these financial statements: ORGANIZATION: The Company was organized under the Commonwealth of Puerto Rico to provide medical, laboratory and x-ray services. PROPERTY, PLANT, EQUIPMENT AND DEPREICATION: Property, plant and equipment are recorded at cost. Depreciation is provided on the straight line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to expense as incurred. Major renewals and improvements are capitalized. When items of property or equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. INVESTMENTS: Unrealized gains and losses for trading securities shall be included in earnings, whereas unrealized gains and losses for available for sale securities shall be excluded from earnings and reported as a net amount in a separate component of stockholder's equity until realized. INVENTORIES: The Company inventory consits of laboratories supplies and is stated at cost following the firt-in first-out method. CASH EQUIVALENTS: For purposes of the Statement of Cash Flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Use of estimates in preparing financial statements: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Disclosures about fair value of financial instruments: The Company financial instruments consist principally of cash and cash equivalents, investments, accounts receivable and accounts and notes payable. There are no significant differences between the carrying value and fair value of any of these financial instruments. 2. INVESTMENTS Following is a summary of investment securities classified as available for sale, as of December 31, 1996: AMORTIZED UNREALIZED DESCRIPTION FAIR VALUE COST (LOSS) GAIN EQUITY SECURITIES $ 74,550 $ 70,000 $ 4,500 PR COMMONWEALTH OBLIFATIONS (MATURE AFTER 10 YEARS) 25,688 25,000 688 US GOVERNMENT SECURITIES 21,532 22,125 (593) PR INVESTOR FUND 3,296 3,375 (79) -------- -------- -------- $125,066 $120,500 $ 4,566 ======== ======== ======== 3. BANK LINE OF CREDIT The Company has available a line of credit agreement with a bank in which it may borrow up to $50,000. Borrowings under the credit line bear interest at 1.5% over prime. Amounts due under this line of credit is secured by a building. 4. LONG-TERM DEBTS Long-term debts at December 31, 1996, consist of the following: 10% loan collateralized with marketable securities, payable at demand $ 17,455 1.5% over prime rate mortgage on building, payable in monthly installments of $1,944, plus interest. Due on June, 2008. 260,898 10% rate mortgage on building payable in monthly installments of $1,124 plus interest. Due on June, 2009. 166,800 Three, from 15% to 20% rate, auto loans, payable in monthly installemtns amounting to $1,701, including interest 13,802 Two 17.11% interest rate insurance loans payable in monthly installments amounting to $4,864, including interest 41,816 ---------- 500,771 Less current portion 101,906 ---------- $ 398,865 ========== Following are the maturates of long-term debts for each of the next five years. December 31 Amount 1997 $101,906 1998 42,878 1999 35,856 2000 35,856 2001 35,856 Thereafter 248,419 -------- $500,771 ======== 5. CONTINGENCIES The Company is defendant in two lawsuits filed by two of its customers for negligence. Management and legal counsel believe the suits are completely without merit and coverd by insurance and intend to vigorously defend their position. 6. INCOME TAXES In 1996, the Company adopted the provisions of SFAS No. 109, "Accounting for Income Taxes." This statement establishes standards of financial accounting and reporting for income taxes that are currently payable and for the tax consequences of temporary differences and loss carry forwards. A temporary difference is a difference between the basis of an asset or liability and its reported amount in the financial statements that will result in taxable or deductible amounts in future years when the reported amount of the asset or liability is recovered or settled, respectively. The Company has available at December 31, 1996, unused operating loss carry forwards amounting to $34,084, which may be applied againt future taxable income and expires in year 2003. SFAS No. 109 requires the recognition of a deferred tax asset for the estimated future tax effects attributed to these loss carry forwards. 7. CONCENTRATIONS OF CREDIT RISK The hospital grants credit without collateral to the majority of its patients, most of whom are local residents. Some of the patients serviced work to companies who are directly billed and the others are insured under third party payor agreements. 8. PRIOR PERIOD ADJUSTMENT Retained earnings at the beginning of 1996 has been adjusted to correct the cumulative effect for depreciation expense that have been recognized in excess on prior years. This difference arose from the fact that the Company does not maintain a detailed property ledger. The effect of this restatement was to decrease accumulated depreciation by $41,132 and does not have an effect on net income for 1996. CARIBBEAN MEDICAL TESTING CENTER, INC. NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1995 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of certain significant accounting policies followed in the preparation of these financial statements: Organization: The Company was organized under the Commonwealth of Puerto Rico to provide medical, laboratory and x-ray services. Property, Plant, Equipment and Depreciation: Property, plant and equipment are recorded at cost. Depreciation is provided on the straight line method over the estimated useful lives of the respective assets. Maintenance and repairs are charged to expense as incurred. Major renewals and improvements are capitalized. When items of property or equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Investments: Effective January 1, 1994, the Company adopted the provision of SFAS 115 to account for certain investments in debt and equity securities. The SFAS 115 requires that at acquisition, an enterprise shall classify debt and equity securities into one of three categories; held to maturity, available for sale or trading. At each reported date, the appropriateness of the classification shall be reassessed. Unrealized gains and losses for trading securities shall be included in earnings, where-as unrealized gains and losses for available for sale securities shall be excluded from earnings and reported as a net amount in a separate component of stockholder's equity until realized. Following is a summary of investment securities classified as available for sales, as of December 31, 1995: Amortized Unrealized Description Fair value Cost (loss) gain Equity securities $ 75,950 $ 70,000 $ 5,950 PR Commonwealth obligation (mature after 10 years) 26,375 25,000 1,375 U.S. Government securities 37,222 37,602 (380) P.R. Investor Fund 7,580 7.540 40 --------- --------- --------- $147,127 $140,142 $6,985 ========= ========= ========= Inventories: The Company inventory consists of laboratories supplies and is stated at cost. Cash Flows: For purposes of the Statement of Cash Flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Use of Estimates in Preparing Financial Statements: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Disclosures about Fair Value of Financial Instruments: The Compamy financial instruments consist principally of cash and cash equivalents, investments, accounts receivable and accounts and notes payable. There are no significant differences between the carrying value and fair value of any of these financial instruments. 2. LONG-TERM DEBTS Long-term debts at December 31, 1995, consist of the following: 10% loan collateralized with marketable securities, payable at demand $ 16,425 1.5% over prime rate mortgage on building, payable in monthly installments of $1,944, plus interest. Due on June, 2008. 289,226 10% rate mortgage on building payable in monthly installments of $1,124 plus interest. Due on June, 2009 179,328 Three, from 15% to 20% rate, auto loans, payable in monthly installments amounting to $1,701, including interest 26,042 Two 17.11% interest rate insurance loans payable in monthly installments amounting to $4,864, including interest 29,668 -------- 549,689 Less current portion 94,190 -------- $446,499 ======== Following are the maturities of long-term debts for each of the next five years December 31 Amount 1996 $ 94,190 1997 41,356 1998 41,356 1999 41,356 2000 41,356 Thereafter 28l,075 -------- $540,689 ======== 3. ACCOUNTS RECEIVABLE During the year ended December 31, 1995, the Company rendered consulting services amounting to $187,794 to the Puerto Rico Department of Health and to a Health Care Corporation, in regards to the Puerto Rico Health Reform Act. However, the Company can't provide us the written agreement with both organizations as acceptance of the fees for the consulting services rendered. In addition, at the date of this report, the fees have not been collected in spite of the Company's collection efforts. Therefore, we have not been able to satisfy ourselves at to the collectibility of the above described receivables. 4. CONTINGENCIES The Company is defendant in two lawsuits filed by two of its customers for negligence. Management and legal counsel believe the suits are completely without merit and covered by insurance and intend to vigorously defend their position. EXHIBIT 28.21 BIOPHARMACEUTICS INC. PROFORMA COMBINED CONDENSED BALANCE SHEET FOR THE YEARS ENDING DECEMBER 31, 1996 AND 1995 BALANCE SHEET ASSETS 1996 1995 ---- ---- CURRENT ASSETS CASH $ 133,365 $ 131,415 ACCOUNTS RECEIVABLE (NET) 1,048,938 747,518 INVENTORIES 604,747 396,713 PREPAID AND OTHER ASSETS 181,985 71,348 ------- ------- TOTAL CURRENT ASSETS 1,969,035 1,346,994 PLANT PROPERTY AND EQUIPMENT(NET) 999,166 906,536 INVESTMENT IN RESTRICTED SECURITIES 250,750 INTANGIBLE ASSETS NET AT COST 3,610,125 0 LICENSING COSTS NET 64,001 70,301 SUNDRY 81,944 112,118 ------- ------- TOTAL ASSETS $ 6,975,021 $ 2,435,949 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE $ 1,334,201 $ 1,644,262 ACCRUED EXPENSES 640,321 1,007,620 CURRENT MATURITIES OF LONG TERM DEBT 830,689 269,190 ------- ------ TOTAL CURRENT LIABILITIES 2,805,211 2,921,072 LONG TERM DEBT NET OF CURRENT PORTION 1,985,657 577,481 CONVERTABLE DEBENTURES 1,102,941 1,000,000 ------- ------- TOTAL LIABILITIES 5,893,809 4,498,553 SHAREHOLDERS' EQUITY COMMON STOCK 200 SHARES ISSUED 42,071 47,868 ADDITIONAL PAID IN CAPITAL 30,438,908 27,741,437 DEFICIT (27,900,447) (28,355,008) ----------- ----------- 2,538,461 (613,571) UNREALIZED GAIN ON MARKETABLE SECURITIES 4,566 6,985 LESS TREASURY STOCK AT COST (944,612) (944,612) NOTES RECEIVABLE FROM OFFICERS AND EMPLOYEES (559,274) (559,274 -------- -------- 1,081,212 (2,062,604) --------- --------- SHAREHOLDERS EQUITY $6,975,021 $2,435,949 ========== ========== BIOPHARACEUTICS, INC. PROFORMA COMBINED CONDESNSED STATEMENT OF INCOME FOR THE YEARS ENDING DECEMBER 31, 1996 AND 1995 1996 1995 ---- ---- NET REVENUES $ 7,151,648 $ 3,444,677 COST AND EXPENSES COST OF GOODS SOLD 5,102,298 3,466,233 SELLING, GENERAL & ADMIN 2,455,176 1,715,451 AMORTIZATION OF INTANGABLES 147,600 433,218 ------- ------- 7,705,034 5,614,902 --------- --------- (553,386) (2,170,225) ------- ------ OTHER INCOME AND EXPENSE 178,823 (5,503,272) DISCONTINUED OPERATIONS 773,659 (1,621,543) ------ ------ NET INCOME (LOSS) BEFORE TAXES 399,096 (9,295,040) PROVISION FOR TAXES ( 9,692) (42,546) ------- ------- NET INCOME (LOSS) 389,404 (9,337,586) ======= =========== AVERAGE NUMBER OF SHARES OUTSTANDING 40,457,550 21,941,390 GAIN (LOSS) PER SHARE $ 0.01 $ (0.43) -----END PRIVACY-ENHANCED MESSAGE-----