-----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, M+N13rvmvcVkX3vb5O1drWPdgknk7TU9+cuvkQrpDURTMOg/6PJ7cZmUS4l2K2B7 7a+EdukB+QyxpD18/q8YPA== 0000830736-96-000013.txt : 19960729 0000830736-96-000013.hdr.sgml : 19960729 ACCESSION NUMBER: 0000830736-96-000013 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960726 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: 96599297 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 June 30, 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 Ventura, California 93003 (Address of principal executive offices) (Zip Code) 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 June 30, 1996, Common Stock, $.01 par value per share, 7,992,549 shares. ______________________________________________________________________________ ______________________________________________________________________________ BIOPOOL INTERNATIONAL, INC. TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1- Financial Statements (Unaudited) Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995 3 Consolidated Statements of Income for the Three-Month and Six-Month Periods Ending June 30, 1996 and 1995 5 Consolidated Statements of Cash Flows for the Six-Month Periods Ending June 30, 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 Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1995 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 10 Holders Item 5- Other Information Not Applicable Item 6- Exhibits and Reports on Form 8-K The Company did not file any reports on Form 8-K during the three months ended June 30, 1996. SIGNATURES 11 2 BIOPOOL INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS
June 30, 1996 December 31, 1995 (Unaudited) ___________________________________________________________________________ ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,700,750 $ 1,282,527 Accounts receivable, net of allowance for doubtful accounts of $12,856 and $2,856 in 1996 and 1995, respectively 1,340,390 1,153,608 Inventories 2,236,846 1,841,910 Prepaid expenses and other current assets 355,469 414,880 Refundable income taxes 54,968 61,820 Deferred income taxes 129,457 -- ___________________________________________________________________________ TOTAL CURRENT ASSETS 5,817,880 4,754,745 ___________________________________________________________________________ PROPERTY AND EQUIPMENT 3,676,032 3,485,030 Less accumulated depreciation and amortization (1,914,016) (1,713,952) ___________________________________________________________________________ PROPERTY AND EQUIPMENT, NET 1,762,016 1,771,078 ___________________________________________________________________________ OTHER ASSETS Patent application costs, net 152,207 150,555 Excess of cost over net assets of acquired companies, net 643,056 670,586 Other assets 43,528 88,777 ___________________________________________________________________________ TOTAL OTHER ASSETS 838,791 909,918 ___________________________________________________________________________ TOTAL ASSETS $ 8,418,687 $ 7,435,741 ___________________________________________________________________________ ___________________________________________________________________________
See accompanying notes to consolidated financial statements. 3 BIOPOOL INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS (continued)
June 30, 1996 December 31, 1995 (Unaudited) _________________________________________________________________________ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Bank borrowings $ 18,314 $ 22,331 Accounts payable 480,499 252,548 Accrued expenses 590,045 467,575 Income taxes payable 27,284 53,915 Current portion of long-term debt 176,666 181,621 _______________________________________________________________________ TOTAL CURRENT LIABILITIES 1,292,808 977,990 _______________________________________________________________________ LONG-TERM DEBT, NET 443,360 523,807 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock, $.01 par value, 50,000,000 shares authorized; 9,485,328 and 9,428,530 shares issued and outstanding at June 30, 1996 and December 31, 1995 (less 1,492,779 shares held in treasury), respectively 94,854 94,286 Additional paid-in capital 9,585,933 9,547,906 Accumulated deficit (3,126,775) (3,813,162) Cumulative foreign currency translation adjustment 128,507 104,914 _______________________________________________________________________ TOTAL STOCKHOLDERS' EQUITY 6,682,519 5,933,944 _______________________________________________________________________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 8,418,687 $ 7,435,741 _______________________________________________________________________ _______________________________________________________________________
See accompanying notes to consolidated financial statements. 4 BIOPOOL INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three months ending Six months ending June 30, June 30, 1996 1995 1996 1995 ________________________________________________________________________ SALES $ 2,089,049 $ 1,776,181 $ 3,866,934 $ 3,318,238 ________________________________________________________________________ COSTS AND EXPENSES Cost of sales 1,008,152 864,114 1,910,847 1,606,031 Selling, general and administrative 637,894 536,237 1,165,520 1,094,209 Research and devel- opment 44,685 53,755 102,986 121,965 ________________________________________________________________________ TOTAL COSTS AND EXPENSES 1,690,731 1,454,106 3,179,353 2,822,205 ________________________________________________________________________ OPERATING INCOME 398,318 322,075 687,581 496,033 ________________________________________________________________________ OTHER INCOME (EXPENSE) Interest income 18,876 19,890 35,741 40,202 Interest expense (17,206) (9,215) (36,165) (16,983) Loss on disposal of assets -- (1,345) -- (1,345) Other 1,848 5,977 3,906 9,796 ________________________________________________________________________ TOTAL OTHER INCOME (EXPENSE) 3,518 15,307 3,482 31,670 ________________________________________________________________________ INCOME BEFORE TAXES 401,836 337,382 691,063 527,703 INCOME TAXES 15,412 55,210 4,676 90,341 ________________________________________________________________________ NET INCOME $ 386,424 $ 282,172 $ 686,387 $ 437,362 ________________________________________________________________________ ________________________________________________________________________ NET INCOME PER SHARE $ .05 $ .04 $ .09 $ .06 ________________________________________________________________________ ________________________________________________________________________
See accompanying notes to consolidated financial statements. 5 BIOPOOL INTERNATIONAL, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six months ended June 30, 1996 1995 ___________________________________________________________________________ CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 686,387 $ 437,362 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 247,729 180,539 Other (2,878) 1,346 Changes in operating assets and liabilities: Accounts receivable (186,782) (298,380) Inventories (394,936) (332,902) Prepaid expenses and other assets 9,411 (198,582) Refundable income taxes 6,852 -- Accounts payable and accrued expenses 350,421 273,277 Income taxes payable (26,631) 4,801 Amount due to officer -- (10,634) Deferred taxes (129,457) -- ____________________________________________________________________________ CASH PROVIDED BY OPERATING ACTIVITIES 560,116 56,827 ____________________________________________________________________________ CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (191,002) (470,617) Proceeds from disposal of assets -- 700 Patents and other assets 73,462 (71,243) ____________________________________________________________________________ CASH USED IN INVESTING ACTIVITIES (117,540) (541,160) ____________________________________________________________________________ CASH FLOWS FROM FINANCING ACTIVITIES Short-term borrowings (4,017) 80,146 Repayment of long-term debt (85,955) (32,929) Issuance of long-term debt 5,740 457,559 Issuance of common stock 36,286 -- ____________________________________________________________________________ CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (47,946) 504,776 Effect of exchange rates 23,593 44,786 ____________________________________________________________________________ NET INCREASE IN CASH 418,223 65,229 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,282,527 1,841,475 ____________________________________________________________________________ CASH AND CASH EQUIVALENTS, END OF PERIOD 1,700,750 1,906,704 ____________________________________________________________________________ CASH PAID FOR: Interest $ 37,907 $ 15,500 Income taxes 44,955 50,218 ___________________________________________________________________________ ___________________________________________________________________________
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 Regulation S-B. Accordingly, they do not include all of the information and notes 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 six-month period ended June 30, 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 notes 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 notes required by generally accepted accounting principles for complete financial statements. 2. INVENTORIES Inventories consist of the following:
June 30, December 31, 1996 1995 Raw materials $ 687,352 $ 616,637 Work in process 753,112 706,520 Finished products 796,382 518,753 ____________ ____________ $ 2,236,846 $ 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 June 30, 1996, the Company reduced its allowance account approximately $200,000 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 - 7,962,143; 1995 - 7,893,366). The exercise of outstanding options would have an immaterial effect on earnings per share. 5. RECLASSIFICATIONS Certain 1995 amounts have been reclassified to conform with the 1996 presentation. 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Financial Condition: At June 30, 1996, the Company had cash and cash equivalents of approximately $1,701,000 and unused lines of credit of approximately $354,000. Working capital has remained strong at approximately 4.6 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 $560,116 for the six months ended June 30, 1996, an increase of approximately $503,000, or 886%, 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 $312,868, or 18%, to $2,089,049 for the three-month period ended June 30, 1996 and increased by $548,696, or 17%, to $3,866,934 for the six months ended June 30, 1996, compared to the corresponding periods 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 six-month period ended June 30, 1996, no customer accounted for over 10% of sales. Cost of sales, as a percent of sales, increased by approximately 1%, from 48% to 49%, for the six-month period ended June 30, 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 increased approximately $71,000, or 7% for the six-month period ended June 30, 1996, over the corresponding period in 1995. This was due to increased consulting and professional fees incurred in connection with the Company's search for potential acquisitions of businesses and product lines and additional personnel necessary to meet increased sales and manufacturing demands. Net income increased 37% to $386,424 in the second quarter of 1996 from $282,172 in the same period in 1995, and increased 57%, from $437,362 to $686,387, for the corresponding six-month periods ended June 30, 1995 and 1996, respectively. This was largely due to continuing growth in private-label accounts and the introduction of new products. 9 PART II ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Registrant's Annual Meeting of Stockholders was held on June 6, 1996. (b) The following directors were elected for the ensuing year at the Annual Meeting: Michael D. Bick, Ph.D. Andrew L. Cerskus, Ph.D. Lewis J. Kaufman Douglas L. Ayer No other director's term of office continued after the Annual Meeting. (c) The matters voted upon at the Annual Meeting, the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes as to each such matter were as follows: 1. The election of Michael D. Bick, Ph.D., as a director: 5,629,896 votes for, 17,550 votes against, 0 votes withheld, 0 abstentions, 0 broker non-votes. 2. The election of Andrew L. Cerskus, Ph.D., as a director: 5,629,896 votes for, 17,550 votes against, 0 votes withheld, 0 abstentions, 0 broker non-votes. 3. The election of Lewis J. Kaufman as a director: 5,629,896 votes for, 17,550 votes against, 0 votes withheld, 0 abstentions, 0 broker non-votes. 4. The election of Douglas L. Ayer as a director: 5,629,896 votes for, 17,550 votes against, 0 votes withheld, 0 abstentions, 0 broker non-votes. (d) None. 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: July 26, 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 6-MOS DEC-31-1996 JUN-30-1996 1,700,750 0 1,353,246 (12,856) 2,236,846 5,817,880 3,676,032 (1,914,016) 8,418,687 1,292,808 0 0 0 94,854 9,714,440 8,418,687 3,866,934 0 1,910,847 3,179,353 0 0 36,165 691,063 4,676 0 0 0 0 686,387 .09 .09
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