-----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, QL+ye9jijQsWPST4gKXtFbnwS6L8FtgIzIuhOYjbYVB4FKw/T0ouvDivzBr767XM WD8m2yBxdcpL8EPXu3xTZA== 0000830736-98-000021.txt : 19980515 0000830736-98-000021.hdr.sgml : 19980515 ACCESSION NUMBER: 0000830736-98-000021 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980514 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: SEC FILE NUMBER: 000-17714 FILM NUMBER: 98620276 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, 1998 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, California 93003 (805) 654-0643 (Address of principal executive offices) (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 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, 1998, Common Stock, $.01 par value per share, 8,672,884 shares. PART I. FINANCIAL INFORMATION Item 1. Financial Statements BIOPOOL INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 DECEMBER 31, 1997 (Unaudited) - ----------------------------------------------------------------------------- (in thousands except share data) ASSETS Current assets Cash $ 1,092 $ 1,376 Accounts receivable, net 2,896 2,677 Inventories 3,697 3,784 Prepaid expenses and other current assets 370 286 - ----------------------------------------------------------------------------- Total current assets 8,055 8,123 Property and equipment 6,634 6,583 Less accumulated depreciation (2,548) (2,398) - ----------------------------------------------------------------------------- Property and equipment, net 4,086 4,185 Other assets 1,359 1,370 - ----------------------------------------------------------------------------- TOTAL ASSETS $13,500 $13,678 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and other payables $ 1,606 $ 1,688 Debt 917 964 - ----------------------------------------------------------------------------- Total current liabilities 2,523 2,652 Long-term debt, net 1,644 1,873 Deferred tax liability 108 108 Stockholders' equity: Common stock, $.01 par value, 50,000,000 shares authorized; 8,672,884 and 8,648,828 shares issued and out- standing in 1998 and 1997, respec- tively 86 86 Other stockholders' equity 9,139 8,959 - ----------------------------------------------------------------------------- Total stockholders' equity 9,225 9,045 - ----------------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $13,500 $13,678 - ----------------------------------------------------------------------------- - -----------------------------------------------------------------------------
See accompanying notes to consolidated financial statements. BIOPOOL INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
THREE MONTHS ENDING MARCH 31, 1998 1997 - ----------------------------------------------------------------------------- (in thousands except share data) Sales $ 3,838 $ 4,103 Costs and expenses Cost of sales 2,322 2,485 Selling, general and administrative 1,037 1,043 Research and development 116 109 Restructuring costs 43 -- Other -- (19) Interest expense 60 88 - ----------------------------------------------------------------------------- 3,578 3,706 - ----------------------------------------------------------------------------- Income before taxes 260 397 Income tax expense 78 87 - ----------------------------------------------------------------------------- Net income $ 182 $ 310 - ----------------------------------------------------------------------------- - ----------------------------------------------------------------------------- Earnings per share: Basic $ 0.02 $ 0.04 Diluted $ 0.02 $ 0.03
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDING MARCH 31, 1998 1997 - ----------------------------------------------------------------------------- (in thousands) Operating activities $ 45 $ (422) Investing activities (51) (294) Financing activities (258) (211) Effect of exchange rates (20) (156) - ----------------------------------------------------------------------------- Net decrease in cash $ (284) $(1,083) - ----------------------------------------------------------------------------- - -----------------------------------------------------------------------------
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, 1998 is not necessarily indicative of the results that may be expected for the year ended December 31, 1998. 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, 1997. The balance sheet at December 31, 1997 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, 1998 1997 ------------------------- (in thousands) Raw materials $1,091 $ 821 Work in process 1,540 1,661 Finished products 1,066 1,302 ------ ------ $3,697 $3,784
3. Earnings per Share During the year ended December 31, 1997, the Company adopted SFAS No. 128, "Earnings Per Share," which required a change in the method used to compute earnings per share. Under this new standard, primary and fully diluted earnings per share were replaced with "Basic" and "Diluted" earnings per share. For Biopool, basic earnings per share amounts under the new standard were $0.01 per share higher than the primary earnings per share previously presented. As required by SFAS No. 128, all prior period amounts have been restated to conform to the new presentation. Basic earnings per share is based upon the weighted-average number of common shares outstanding. Diluted earnings per share is based upon the weighted average number of common shares and dilutive potential common shares outstanding. Potential common shares are outstanding options under the Company's stock option plans and outstanding warrants, which are included under the treasury stock method. BIOPOOL INTERNATIONAL, INC. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Results of Operations Sales were $3.8 million for the three-month period ended March 31, 1998, compared with $4.1 million for the corresponding period of 1997. Approximately $200,000 of the decline was the result of the unavailability of a finished product (BayRho ) from a single supplier. This product became backordered in February without notice, and management has been advised by the manufacturer that this product may not be available again until August of this year. For the year ended December 31, 1997, sales of this product had been approximately $140,000 per month. The Company currently has no alternative source for a product equivalent to BayRho . Prolonged disruption in the supply of this product will likely lead to the loss of customers for, and future sales of, this product, and such loss could continue to have an adverse impact on the Company's sales and results of operations. Cost of sales, as a percentage of sales, was unchanged at 61% for the two comparable periods. In the first quarter of 1997, selling, general and administrative expenses included approximately $50,000 of transitional costs associated with the BCA acquisition. In the same period of 1998, increased selling and marketing expenditures and general wage increases resulted in expenditures on par with the prior year period. On December 23, 1997, the Company announced the restructuring of its operations by closing its facilities in Canada and consolidating the operations of its subsidiary, Biopool Canada Inc., with operations conducted at the Company's facilities in Ventura, California. Restructuring charges of $342,000 were charged in the fourth quarter of 1997 and $43,000 in the first quarter of 1998. It is anticipated that the transfer of technology, manufacturing, and administrative functions will be completed by June 30, 1998, for an additional charge of approximately $100,000. Management anticipates cost savings from the restructuring beginning in the third quarter of 1998. Interest expense for the first quarter of 1998 decreased $28,000 from the prior year period as a result of lower outstanding loan balances. Total debt outstanding at March 31, 1998, was $2.6 million versus $3.6 million a year ago. Income tax expense for the first quarter of 1997 includes a benefit related to utilization of domestic NOL carryforwards. All NOL benefits were exhausted during 1997, which has the effect of increasing the Company's effective tax rate beginning the first quarter of 1998. Financial Condition The Company's liquidity and capital resources remained strong into the first quarter of 1998. Working capital as of March 31, 1998, was $5.5 million, with a current ratio of 3.2 to 1.0. Approximately $276,000 of cash was used to pay down debt during the current quarter. The total debt to equity ratio at March 31, 1998, was 28%. 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 for at least the next twelve months. The Company continues to seek potential acquisitions and 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. None 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 14, 1998 BIOPOOL INTERNATIONAL, INC. ____________________ _______________________________ (Registrant) /s/ Michael D. Bick, Ph.D. _______________________________ Michael D. Bick, Ph.D. President, 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, (in thousands except per share data)
1998 1997 ------ ------ Numerator for basic and diluted earnings per share - net income $ 182 $ 310 ------ ------ Denominator: Denominator for basic earnings per share - weighted-average shares 8,664 8,578 Effect of dilutive securities - employee stock options and warrants 341 691 ------ ------ Denominator for diluted earnings per share - adjusted weighted-average shares 9,005 9,269 ------ ------ ------ ------ Basic earnings per share $ 0.02 $ 0.04 Diluted earnings per share $ 0.02 $ 0.03
EX-27 3
5 3-MOS DEC-31-1998 MAR-31-1998 1,092,000 0 2,896,000 0 3,697,000 8,055,000 6,634,000 2,548,000 13,500,000 2,523,000 0 0 0 86,000 9,139,000 13,500,000 3,838,000 3,838,000 2,322,000 3,518,000 0 0 60,000 260,000 78,000 182,000 0 0 0 182,000 0.02 0.02
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