-----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, EsANbLb8/BbFKyPEuGmG1SvRnPqUNJHMljmjTBQry3IO1Q+CfrJbsy8ta6O/Jjss kX+HLgkNe89wPcSEZfFLdw== 0000830736-97-000017.txt : 19970814 0000830736-97-000017.hdr.sgml : 19970814 ACCESSION NUMBER: 0000830736-97-000017 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970813 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: 97658132 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 THE 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, 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 June 30, 1997, Common Stock, $.01 par value per share, 8,621,248 shares. PART I. FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS BIOPOOL INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31, 1997 1996 (Unaudited) - ----------------------------------------------------------------------- (in thousands except share data) ASSETS Current assets Cash $ 1,174 $ 2,019 Accounts receivable, net 2,500 1,560 Inventories 4,214 2,027 Prepaid expenses and other current assets 291 289 - ----------------------------------------------------------------------- Total current assets 8,179 5,895 Property and equipment 6,584 3,661 Less accumulated depreciation (2,140) (2,018) - ----------------------------------------------------------------------- Property and equipment, net 4,444 1,643 Deposit on acquisition -- 4,500 Other assets 1,158 1,085 - ----------------------------------------------------------------------- TOTAL ASSETS $ 13,781 $ 13,123 - -----------------------------------------------------------------------
See accompanying notes to consolidated financial statements. BIOPOOL INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31, 1997 1996 (Unaudited) - ----------------------------------------------------------------------- (in thousands except share data) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and other payables $ 1,625 $ 988 Debt 923 972 - ----------------------------------------------------------------------- Total current liabilities 2,548 1,960 Long-term debt, net 2,343 2,811 Stockholders' equity: Common stock, $.01 par value, 50,000,000 shares authorized; 8,621,248 and 8,570,380 shares issued and outstanding in 1997 and 1996, respectively 86 86 Other stockholders' equity 8,804 8,266 - ----------------------------------------------------------------------- Total stockholders' equity 8,890 8,352 - ----------------------------------------------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 13,781 $ 13,123 - -----------------------------------------------------------------------
See accompanying notes to consolidated financial statements. BIOPOOL INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Three Months Ending Six Months Ending June 30, June 30, 1997 1996 1997 1996 - ---------------------------------------------------------------------- (in thousands except share data) Sales $ 4,243 $ 2,089 $ 8,346 $ 3,867 Costs and expenses Cost of sales 2,535 1,008 5,020 1,911 Selling, general, adminis- trative and other 1,176 662 2,309 1,229 Interest expense 75 17 163 36 - ---------------------------------------------------------------------- Income before taxes 457 402 854 691 Income tax (expense) benefit 107 16 194 5 - ---------------------------------------------------------------------- Net income $ 350 $ 386 $ 660 $ 686 - ---------------------------------------------------------------------- Earnings per share: Primary $ 0.04 $ 0.05 $ 0.07 $ 0.09 Fully diluted $ 0.04 $ 0.04 $ 0.07 $ 0.08
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ending June 30, 1997 1996 - ----------------------------------------------------------------------- Operating activities $ 260 $ 560 Investing activities Acquisition of BCA (4,729) -- Other 4,263 (118) Financing activities (435) (48) Effect of exchange rates (204) 24 - ----------------------------------------------------------------------- Net increase (decrease) in cash $ (845) $ 418 - -----------------------------------------------------------------------
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 six-month period ended June 30, 1997, are 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
June 30, December 31, 1997 1996 ----------------------- (in thousands) Raw materials $ 1,150 $ 448 Work in process 1,686 700 Finished products 1,378 879 ----------------------- $ 4,214 $ 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 $229,000 of costs associated with the acquisition were capitalized in the first half 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 June 30, 1997 1996 --------------------------- (in thousands except share data) Net sales $ 8,346 $ 7,847 Net income 660 811 Earnings per share 0.07 0.10
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 six months ended June 30, 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 OF FINANCIAL CONDITION & RESULTS OF OPERATIONS 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. This acquisition will have a significant impact on the Company's future operating results and financial condition. This acquisition has approximately doubled the number of employees of the Company and substantially increased the Company's sales. Results of Operations Sales increased by $2.2 million, or 103%, to $4.2 million for the three-month period and increased by $4.5 million, or 116%, to $8.3 million for the six-month period ended June 30, 1997, compared with the corresponding periods of 1996. While the majority of the increases were due to the acquisition of BCA, sales from the core hemostasis business grew approximately 8% for the six-month period as a result of the addition of a direct sales force and new distribution agreements. Costs of sales increased $1.5 million and $3.1 million for the 1997 periods compared with the respective 1996 periods. As a percentage of sales, year-to-date cost of sales increased to 60% in 1997 compared with 49% in 1996. These increases were due entirely to the acquisition of BCA, which has excess capacity at this time. Management intends to capitalize on this opportunity by attempting to grow market share of existing products and adding new, profitable product lines. Selling, general, administrative and other expenses increased by 78 percent and 88 percent for the second quarter and first six months of 1997, respectively, compared with the same periods in 1996. The majority of these increases were 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 periods. These transitional costs are expected to end during the third quarter of this year. Interest expense for the first half of 1997 increased $127,000 over the prior year period as a result of bank financing for the BCA acquisition. Income tax expense for the first six months of 1997 includes a benefit related to utilization of domestic NOL carryforwards. It is anticipated that NOL benefits will end later in 1997, which will have the effect of decreasing future income. Income tax expense for the 1996 periods was significantly lower than in 1997 due to the recognition of deferred tax benefits. Net income for the three- and six-month periods was down slightly from the corresponding 1996 periods as a result of higher income tax expense. Earnings dropped by $0.01 per share for each of the first two quarters of 1997 as a result of: (1) the issuance of 500,000 shares of Common Stock related to the purchase of BCA, and (2) relatively higher market prices for the Company's Common Stock, which had the effect of increasing the number of equivalent shares outstanding. Financial Condition The Company's liquidity and capital resources remained strong into the second quarter of 1997. Working capital as of June 30, 1997, was $5.6 million, with a current ratio of 3.2 to 1. Approximately $600,000 of the Company's cash was used to establish working capital for the BCA operations which were purchased without accounts receivables and payables. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) The Registrant's Annual Meeting of Stockholders was held on May 29, 1997. (b) The following directors were elected for the ensuing year at the Annual Meeting: Michael D. Bick, Ph.D. Douglas L. Ayer Andrew L. Cerskus, Ph.D. N. Price Paschall 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 non-votes as to each such matter were as follows: 1. The election of Michael D. Bick, Ph.D., as a director: 6,542,313 votes for; 22,950 votes against; 0 votes withheld; 0 abstentions; 2,351,298 non-votes. 2. The election of Andrew L. Cerskus, Ph.D., as a director: 6,544,013 votes for; 21,250 votes against; 0 votes withheld; 0 abstentions; 2,351,298 non-votes. 3. The election of Douglas L. Ayer as a director: 6,543,613 votes for; 21,650 votes against; 0 votes withheld; 0 abstentions; 2,351,298 non-votes. 4. The election of N. Price Paschall as a director: 6,543,813 votes for; 21,450 votes against; 0 votes withheld; 0 abstentions; 2,351,298 non-votes. 5. Amendment of Certificate of Incorporation authorizing preferred stock: 2,824,144 votes for; 254,559 votes against; 0 votes withheld; 28,265 abstentions; 5,850,935 non-votes. There being an insufficient number of shares represented, the annual meeting of shareholders adjourned for a period of thirty days with respect to the above proposal. The meeting reconvened on June 27, 1997, at which time the votes cast for, against, withheld, as well as the number of abstentions and unvoted shares in regards to this proposal were as follows: 3,265,599 votes for; 275,009 votes against; 0 votes withheld; 33,108 abstentions; 5,005,553 non-votes. There being an insufficient number of shares represented June 27, 1997, this proposition failed to pass. 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: August 13, 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 Six Months Ended June 30,
1997 1996 ------------------------- Primary Average shares outstanding 8,595,000 7,959,000 Net effect of dilutive stock options and warrants based on the treasury stock method using average market price 543,000 218,000 Total shares 9,138,000 8,177,000 Net income $ 660,000 $ 686,000 Per share amount $ 0.07 $ 0.09 Fully diluted Average shares outstanding 8,595,000 7,959,000 Net effect of dilutive stock options and warrants based on the treasury stock method using the higher of average or year-end market price 538,000 270,000 Total shares 9,133,000 8,229,000 Net income $ 660,000 $ 686,000 Per share amount $ 0.07 $ 0.08
EX-27 3
5 6-MOS DEC-31-1997 JUN-30-1997 1,174,000 0 2,500,000 0 4,214,000 8,179,000 6,584,000 2,140,000 13,781,000 2,548,000 0 0 0 86,000 8,804,000 13,781,000 8,346,000 8,346,000 5,020,000 7,329,000 0 0 163,000 854,000 194,000 660,000 0 0 0 660,000 0.07 0.07
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