-----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, RdpgZSWVAi7kC4iTuRqAS7mS4qSriLbC7ns/f0CnuA/fjygd/P8/L0CqXYXy+L4i qystwf7hdYt2hLuDVJjSeQ== 0000830736-96-000011.txt : 19960501 0000830736-96-000011.hdr.sgml : 19960501 ACCESSION NUMBER: 0000830736-96-000011 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960430 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: 96553173 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, 1996 _________________________________________________________ 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 93003 Ventura, California (Zip Code) (Address of principal executive offices) Registrant's telephone number including area code: (805) 654-0643 _________________________________________________________________________ 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, 1996, Common Stock, $.01 par value per share, 7,966,139 shares. _________________________________________________________________________ ________________________________________________________________________ BIOPOOL INTERNATIONAL, INC. TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1 - Financial Statements (Unaudited) Consolidated Balance Sheets as of March 31, 1996 and December 31, 1995 3 Consolidated Statements of Income for the Three-Month Periods Ending March 31, 1996 and 1995 5 Consolidated Statements of Cash Flows for the Three-Month Periods Ending March 31, 1996 and 1995 6 Notes to Consolidated Financial Statements 7 Item 2 - Management's Discussion and Analysis or Plan of Operation 9 PART II. OTHER INFORMATION Item 1 - Legal Proceedings 10 Item 2 - Changes in Securities Not Applicable Item 3 - Defaults upon Senior Securities Not Applicable Item 4 - Submission of Matters to a Vote of Security Holders Not Applicable Item 5 - Other Information Not Applicable Item 6 - a) No Exhibits b) The Company did not file any reports on Form 8-K during the three months ended March 31, 1996. SIGNATURES 11 2 BIOPOOL INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS
March 31, December 31, 1996 1995 (Unaudited) _______________________________________________________________________ ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,284,311 $ 1,282,527 Accounts receivable, net of allowance for doubtful accounts of $12,856 and $10,477, in 1996 and 1995, respectively 1,360,702 1,153,608 Inventories 1,887,175 1,841,910 Prepaid expenses and other current assets 365,204 414,880 Refundable income taxes 31,392 61,820 Deferred income taxes 29,838 -- _______________________________________________________________________ TOTAL CURRENT ASSETS 4,958,622 4,754,745 _______________________________________________________________________ PROPERTY AND EQUIPMENT 3,595,254 3,485,030 Less accumulated depreciation and amortization (1,808,372) (1,713,952) _______________________________________________________________________ PROPERTY AND EQUIPMENT, NET 1,786,882 1,771,078 _______________________________________________________________________ OTHER ASSETS Patent application costs, net 149,247 150,555 Excess of cost over net assets of acquired companies, net 656,821 670,586 Other assets 67,996 88,777 _______________________________________________________________________ TOTAL OTHER ASSETS 874,064 909,918 _______________________________________________________________________ TOTAL ASSETS $ 7,619,568 $ 7,435,741 _______________________________________________________________________
See accompanying notes to consolidated financial statements. 3 BIOPOOL INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS (continued)
March 31, December 31, 1996 1995 (Unaudited) _______________________________________________________________________ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Bank borrowings $ 51,505 $ 22,331 Accounts payable 287,759 252,548 Accrued expenses 358,260 467,575 Income taxes payable 18,012 53,915 Current portion of long-term debt 179,247 181,621 _______________________________________________________________________ TOTAL CURRENT LIABILITIES 894,783 977,990 _______________________________________________________________________ LONG-TERM DEBT, NET 487,030 523,807 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock, $.01 par value, 50,000,000 shares authorized; 9,458,918 and 9,428,530 shares issued and outstanding at March 31, 1996 and December 31, 1995 (less 1,492,779 shares held in treasury), respectively 94,589 94,286 Additional paid-in capital 9,553,712 9,547,906 Accumulated deficit (3,513,199) (3,813,162) Cumulative foreign currency translation adjustment 102,653 104,914 _______________________________________________________________________ TOTAL STOCKHOLDERS' EQUITY 6,237,755 5,933,944 _______________________________________________________________________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,619,568 $ 7,435,741 _______________________________________________________________________
See accompanying notes to consolidated financial statements. 4 BIOPOOL INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three months ending March 31, 1996 1995 _______________________________________________________________________ SALES $ 1,777,885 $ 1,542,057 _______________________________________________________________________ COSTS AND EXPENSES Cost of sales 902,695 741,917 Selling, general and administrative 527,626 557,972 Research and development 58,301 68,210 _______________________________________________________________________ TOTAL COSTS AND EXPENSES 1,488,622 1,368,099 _______________________________________________________________________ OPERATING INCOME 289,263 173,958 _______________________________________________________________________ OTHER INCOME (EXPENSE) Interest income 16,865 20,312 Interest expense (18,959) (7,768) Loss on disposal of assets -- (1,345) Other 2,058 3,819 _______________________________________________________________________ TOTAL OTHER INCOME (EXPENSE) (36) 15,018 _______________________________________________________________________ INCOME BEFORE TAXES 289,227 188,976 INCOME TAXES (10,736) 35,131 _______________________________________________________________________ NET INCOME $ 299,963 $ 153,845 _______________________________________________________________________ NET INCOME PER SHARE $ 0.04 $ 0.02 _______________________________________________________________________
See accompanying notes to consolidated financial statements. 5 BIOPOOL INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Three months ending March 31, 1996 1995 ___________________________________________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 299,963 $ 153,845 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 118,261 86,958 Loss on disposal of assets -- 1,346 Forgiveness of Biopool Sweden debt (2,582) -- Compensation paid in stock 2,309 -- Changes in operating assets and liabilities: Accounts receivable (207,094) (16,404) Inventories (45,265) (83,001) Prepaid expenses and other assets 14,676 (89,364) Refundable income taxes 30,428 -- Accounts payable 35,211 51,734 Accrued expenses (109,315) (19,317) Income taxes payable (35,903) (35,216) Amount due to officer -- (10,634) Deferred taxes (29,838) -- ___________________________________________________________________________ CASH PROVIDED BY OPERATING ACTIVITIES 70,851 39,947 ___________________________________________________________________________ CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (110,224) (78,199) Proceeds from disposal of assets -- 700 Patents and other assets 47,013 (3,202) ___________________________________________________________________________ CASH USED IN INVESTING ACTIVITIES (63,211) (80,701) ___________________________________________________________________________ CASH FLOWS FROM FINANCING ACTIVITIES Short-term borrowings 29,174 -- Repayment of long-term debt (42,309) (16,974) Issuance of long-term debt 5,740 -- Issuance of common stock 3,800 ___________________________________________________________________________ CASH USED IN FINANCING ACTIVITIES (3,595) (16,974) Effect of exchange rates (2,261) 4,443 ___________________________________________________________________________ NET INCREASE (DECREASE) IN CASH 1,784 (53,285) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,282,527 1,841,475 ___________________________________________________________________________ CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,284,311 $ 1,788,190 ___________________________________________________________________________
6 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, 1996 is not necessarily indicative of the results that may be expected for the year ended December 31, 1996. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 1995. The balance sheet at December 31, 1995 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 Inventories consist of the following:
March 31, December 31, 1996 1995 Raw materials $ 632,087 $ 616,637 Work in process 725,047 706,520 Finished products 530,041 518,753 ____________ ___________ $ 1,887,175 $1,841,910 ____________ ___________
3. INCOME TAXES The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes." Income taxes are provided based on earnings reported for financial statement purposes. Deferred taxes are provided on the temporary differences between income for financial statement and tax purposes. In accordance with the provisions of SFAS 109, the Company regularly evaluates the components of its temporary differences and the related allowance account. At March 31, 1996, the Company reduced its allowance account approximately $100,000 in order to properly reflect the future benefit of such differences. 7 4. NET INCOME PER SHARE The net income per common share is based on the average number of common shares outstanding during each year (1996 - 7,949,343, 1995 - 7,893,366). The exercise of outstanding options would have an immaterial effect on earnings per share. 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION FINANCIAL CONDITION At March 31, 1996, the Company had cash and cash equivalents of approximately $1,284,000 and unused lines of credit of approximately $670,000. Working capital has remained strong at approximately 5.5 to 1.0. With the recent introduction of new products and the elimination of non- recurring professional fees associated with the settlement of litigation in late 1995, management believes that the Company will continue to strengthen its financial condition. Cash flows from operating activities were $70,851 for the three months ended March 31, 1996, an increase of approximately $30,904, or 77%, over the same period in 1995. This increase was primarily due to higher sales volume and a reduction in non-recurring professional fees. The Company believes that its current capital resources, including existing cash and access to available lines of credit, together with funds generated from operations, should be sufficient to meet the Company's operating requirements through the remainder of 1996. The Company may use a portion of its cash to acquire businesses, products, or technologies complementary to its business, although it has no such commitments and no such acquisitions are currently being negotiated or planned. RESULTS OF OPERATIONS Sales increased by $235,828, or 15%, to $1,777,885 for the period ended March 31, 1996, compared to the corresponding period in 1995. Sales increased generally throughout all product areas, including significant growth in Minutex-R- D-Dimer, as well as enhanced sales to certain key OEM accounts. Management expects to see continued growth in these areas during the remainder of 1996. During the period ended March 31, 1996, one customer accounted for 15% of sales. Cost of sales, as a percent of sales, increased approximately by 3%, from 48% to 51%, for the period ended March 31, 1996, compared to the corresponding period in 1995. This increase was due primarily to the product mix sold during the period and does not, in the opinion of management, reflect a significant trend toward higher cost of sales. Selling, general and administrative expenses, decreased approximately $30,346, or 5%, over the corresponding period in 1995. This was due to a reduction in non-recurring professional fees and personnel costs partially offset by increased depreciation expenses associated with capital and leasehold equipment purchases. Net income increased 95% to $299,963 in the first quarter of 1996 from $153,845 in the same period in 1995. This was largely due to continuing growth in private-label accounts and the introduction of new products. 9 PART II ITEM 1. LEGAL PROCEEDINGS In December 1995, the Company settled a lawsuit with another company. Under the terms of the settlement, the Company will pay royalties on certain products sold after December 20, 1995. In addition, the Company agreed to pay the sum of $100,000, the total of which was paid by its insurance company. 10 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: April 29, 1996 BIOPOOL INTERNATIONAL, INC. ______________ ___________________________ (Registrant) /s/ Michael D. Bick, Ph.D. ___________________________ Michael D. Bick, Ph.D. Chief Executive Officer and Chairman of the Board /s/ Jeffrey C. Hass ___________________________ Jeffrey C. Hass Secretary and Director of Finance 11 EX-27 2
5 3-MOS DEC-31-1996 MAR-31-1996 1,284,311 0 1,373,558 12,856 1,887,175 4,958,622 3,595,254 1,808,372 7,619,568 894,783 0 0 0 94,589 9,656,365 6,237,755 1,777,885 1,777,885 902,695 1,488,622 0 0 18,959 289,227 (10,736) 0 0 0 0 299,963 .04 .04
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