-----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, WN7Ni1dSKLGvoVBSASywyr4Cgx9KW4lCgO1EA/+Elr7ULMrf3VYoWI7aulGvkjRJ YmNGw+W6isVKmDVDoUKZoQ== 0000830736-97-000015.txt : 19970508 0000830736-97-000015.hdr.sgml : 19970508 ACCESSION NUMBER: 0000830736-97-000015 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970507 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOPOOL INTERNATIONAL INC CENTRAL INDEX KEY: 0000830736 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 581729436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-17714 FILM NUMBER: 97597065 BUSINESS ADDRESS: STREET 1: 6025 NICOLLE ST SUITE A CITY: VENTURA STATE: CA ZIP: 93003 BUSINESS PHONE: 8056540643 MAIL ADDRESS: STREET 1: 6025 NICOLLE STREET CITY: VENTURA STATE: CA ZIP: 93003 FORMER COMPANY: FORMER CONFORMED NAME: CYTRX BIOPOOL LTD DATE OF NAME CHANGE: 19890716 10QSB 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM 10-QSB /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 1997 ------------------------------ Commission file number 0-17714 ------------------------------- BIOPOOL INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) Delaware 58-1729436 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 6025 Nicolle Street, Ventura, (805) 654-0643 California 93003 (Registrant's telephone (Address of principal executive offices) 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 proceeding 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 / / Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date. Outstanding at March 31, 1997, Common Stock, $.01 par value per share, 8,579,269 shares. PART I. FINANCIAL INFORMATION Item 1. Financial Statements BIOPOOL INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31, 1997 1996 (Unaudited) - ----------------------------------------------------------------------- (in thousands except share data) ASSETS Current assets Cash $ 938 $ 2,019 Accounts receivable, net 2,844 1,560 Inventories 3,948 2,027 Prepaid expenses and other current assets 286 289 - ----------------------------------------------------------------------- Total current assets 8,016 5,895 Property and equipment 8,113 3,661 Less accumulated depreciation (3,811) (2,018) - ----------------------------------------------------------------------- Property and equipment, net 4,302 1,643 Deposit on acquisition 4,500 Other Assets 1,162 1,085 - ----------------------------------------------------------------------- TOTAL ASSETS $13,480 $13,123 - -----------------------------------------------------------------------
See accompanying notes to consolidated financial statements. BIOPOOL INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31, 1997 1996 (Unaudited) - ----------------------------------------------------------------------- (in thousands except share data) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and other payables $ 1,402 $ 988 Debt 982 972 - ----------------------------------------------------------------------- Total current liabilities 2,384 1,960 Long-term debt, net 2,579 2,811 Stockholders' equity: Common stock, $.01 par value, 50,000,000 shares authorized; 8,579,269 and 8,570,380 shares issued and outstanding in 1997 and 1996, respectively 86 86 Other stockholders' equity 8,431 8,266 - ----------------------------------------------------------------------- Total stockholders' equity 8,517 8,352 - ----------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $13,480 $13,123 - -----------------------------------------------------------------------
See accompanying notes to consolidated financial statements. BIOPOOL INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
THREE MONTHS ENDING MARCH 31, 1997 1996 - ----------------------------------------------------------------------- (in thousands except share data) Sales $ 4,103 $ 1,778 Costs and expenses Cost of sales 2,485 903 Selling, general, administrative and other 1,133 567 Interest expense 88 19 - ----------------------------------------------------------------------- Income before taxes 397 289 Income tax (expense) benefit (87) 11 - ----------------------------------------------------------------------- Net income $ 310 $ 300 - ----------------------------------------------------------------------- Net income per share: Primary $ 0.03 $ 0.04 Fully diluted $ 0.03 $ 0.04
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDING MARCH 31, 1997 1996 - ----------------------------------------------------------------------- (in thousands) Operating activities $ (422) $ 71 Investing activities Acquisition of BCA (4,700) Other 4,406 (63) Financing activities (211) (4) Effect of exchange rates (156) (2) - ----------------------------------------------------------------------- Net increase (decrease) in cash $ (1,083) $ 2 - -----------------------------------------------------------------------
See accompanying notes to consolidated financial statements. BIOPOOL INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 1997 is not necessarily indicative of the results that may be expected for the year ended December 31, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-KSB for the year ended December 31, 1996. The balance sheet at December 31, 1996 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
2. Inventories March 31, December 31, 1997 1996 (in thousands) ----------------------- Raw materials $ 1,104 $ 448 Work in process 1,507 700 Finished products 1,337 879 ----------------------- $ 3,948 $ 2,027
3. Acquisition On January 1, 1997, the Company acquired certain assets of the Blood Group Serology Division of Organon Teknika Corporation located in West Chester, Pennsylvania, for $4,500,000 in cash. Another $200,000 of costs associated with the acquisition were capitalized in the first quarter of 1997. The Company funded the acquisition, in part, from the privately placed sales of 500,000 shares of its Common Stock to a group of accredited investors and, in part, from the proceeds of a $3.5 million credit facility. The acquisition was accounted for as a purchase. The following unaudited data was prepared for analytical purposes only. Proforma consolidated operating results give effect as if the acquisition occurred January 1, 1996.
Three Months Ended March 31, 1997 1996 (in thousands except share data) ----------------------- Net sales $ 4,103 $ 3,768 Net income 310 363 Earnings per share 0.03 0.04
4. Earnings per Share In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings per Share, which is required to be adopted on December 31, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. Under the new requirements for calculating primary earnings per share, the dilutive effect of stock options will be excluded. The impact is expected to result in an increase in primary earnings per share for the first quarter ended March 31, 1997 of $0.01 per share, with no change to the 1996 period. The impact of Statement 128 on the calculation of fully diluted earnings per share for these quarters is not expected to be material. BIOPOOL INTERNATIONAL, INC. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Acquisition of Blood Group Serology On January 1, 1997, the Company purchased certain assets of the Blood Group Serology Division (referred to as "BCA") of Organon Teknika Corporation for $4,500,000 in cash. It is anticipated that this acquisition will approximately double the size of the Company in terms of the number of employees, sales, and operating activities. Results of Operations Sales increased by $2.3 million, or 130%, to $4.1 million for the period ended March 31, 1997, compared with the corresponding period of 1996. While the majority of the increase was due to the acquisition of BCA, the core hemostasis business grew approximately 15% over the same period as a result of the addition of a direct sales force and new distribution agreements. Costs of sales, as a percentage of sales, increased to 61% in 1997 compared with 51% in the same 1996 period. This increase is due entirely to the acquisition of BCA, which has excess capacity at this time. Management anticipates to capitalize on this opportunity by growing market share of existing products and adding new, profitable product lines. Selling, general, administrative and other expenses in the first quarter of 1997 doubled over the same period in 1996. The majority of this increase was due to the BCA acquisition. The Company also added management positions during 1996 in anticipation of ongoing internal growth and acquisition activities. Furthermore, significant transitional costs associated with the BCA acquisition and costs related to the installation of new computer hardware and software were incurred in the current period. Some of these transitional costs will continue into the second and third quarters of this year. Interest expense for the first quarter of 1997 increased $69,000 over the prior year period as a result of the BCA acquisition. Income tax expense for the first quarter of 1997 includes a benefit related to utilization of domestic NOL carryforwards. In the first quarter of 1996, an income tax benefit was recognized as a result of the utilization of domestic and foreign NOL's. Financial Condition The Company's liquidity and capital resources remained strong into the first quarter of 1997. Working capital as of March 31, 1997, was $5.6 million, with a current ratio of 3.4 to 1.0. Approximately $1.3 million of cash was converted into BCA accounts receivable during the current quarter. The Company's management believes that the current availability of cash, lines of credit, working capital, and cash flow from operations are adequate to meet the Company's needs in the foreseeable future. The Company continues to seek potential acquisitions and potential sources of capital to finance such acquisitions, although it has no commitments for either at this time. BIOPOOL INTERNATIONAL, INC. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (11) Statements regarding computation of earnings per share. (b) Reports on Form 8-K. Form 8-K/A dated March 14, 1997. Item 2. Acquisition or Disposition of Assets - Announcement of acquisition of assets of the Blood Group Serology business from Organon Teknika. 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. Date: May 7, 1997 BIOPOOL INTERNATIONAL, INC. -------------------- --------------------------------- (Registrant) /s/ Michael D. Bick, Ph.D. --------------------------------- Michael D. Bick, Ph.D. Chief Executive Officer and Chairman of the Board /s/ Robert K. Foote --------------------------------- Robert K. Foote Chief Financial Officer and Corporate Secretary EX-11 2 EXHIBIT 11 BIOPOOL INTERNATIONAL, INC. Statement Regarding Computation of Per Share Earnings Three Months Ended March 31,
1997 1996 --------------------------- Primary Average shares outstanding 8,576,000 7,949,000 Net effect of dilutive stock options and warrants based on the treasury stock method using average market price 693,000 178,000 Total shares 9,269,000 8,127,000 Net income $ 310,000 $ 300,000 Per share amount $ 0.03 $ 0.04 Fully diluted Average shares outstanding 8,576,000 7,949,000 Net effect of dilutive stock options and warrants based on the treasury stock method using the higher of average or year-end market price 693,000 208,000 Total shares 9,269,000 8,157,000 Net income $ 310,000 $ 300,000 Per share amount $ 0.03 $ 0.04
EX-27 3
5 3-MOS DEC-31-1997 MAR-31-1997 938,000 0 2,844,000 0 3,948,000 8,016,000 8,113,000 3,811,000 13,480,000 2,384,000 0 0 0 86,000 8,431,000 13,480,000 4,103,000 4,103,000 2,485,000 3,618,000 0 0 88,000 397,000 (87,000) 310,000 0 0 0 310,000 0.03 0.03
-----END PRIVACY-ENHANCED MESSAGE-----