-----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, AxXQGG8ADvOUUtAaL8QJ63DJQ6mDl3qao99aI/kd84/9n2oXGwC+rIf5+tKcJjiY g9E67ZZ13FN2ihhLAW7m2w== 0000830736-99-000015.txt : 19990514 0000830736-99-000015.hdr.sgml : 19990514 ACCESSION NUMBER: 0000830736-99-000015 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990331 FILED AS OF DATE: 19990513 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: 001-14257 FILM NUMBER: 99619032 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 FIRST QUARTER 1999 10QSB ================================================================================ 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, 1999 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, (805) 654-0643 Ventura, California 93003 (Registrant's telephone number (Address of principal executive offices) 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, 1999, Common Stock, $.01 par value per share, 8,540,886 shares. ================================================================================ PART I. FINANCIAL INFORMATION Item 1. Financial Statements BIOPOOL INTERNATIONAL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 1999 DECEMBER 31, 1998 (Unaudited) -------------- ----------------- (in thousands except share data) ASSETS Current assets Cash ....................................... $ 1,025 $ 941 Accounts receivable, net ................... 2,735 2,654 Inventories ................................ 3,915 4,126 Prepaid expenses and other current assets .. 409 395 -------- -------- Total current assets ......................... 8,084 8,116 Property and equipment ....................... 6,462 6,487 Less accumulated depreciation .............. (2,902) (2,758) -------- -------- Property and equipment, net .................. 3,560 3,729 Other assets ................................. 1,349 1,440 -------- -------- TOTAL ASSETS ................................. $ 12,993 $ 13,285 -------- -------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and other payables ........ $ 1,513 $ 1,832 Debt ....................................... 569 572 -------- -------- Total current liabilities .................... 2,082 2,404 Long-term debt, net .......................... 1,276 1,416 Deferred tax liability ....................... 123 108 Stockholders' equity: Common stock, $.01 par value, 50,000,000 shares authorized; 8,540,886 and 8,672,884 shares issued and outstanding in 1999 and 1998, respectively ........... 85 85 Other stockholders' equity ................. 9,427 9,272 -------- -------- Total stockholders' equity ................... 9,512 9,357 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ... $ 12,993 $ 13,285 -------- --------
See accompanying notes to consolidated financial statements. 2 BIOPOOL INTERNATIONAL, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
THREE MONTHS ENDING MARCH 31, 1999 1998 - -------------------------------------------------------------------------------- (in thousands except share data) Sales .................................. $3,907 $3,838 Costs and expenses Cost of sales ..................... 2,414 2,322 Selling, general and administrative 957 1,037 Research and development .......... 115 116 Other ............................. 55 43 Interest expense .................. 38 60 ------ ------ Income before taxes .................... 328 260 Income tax expense ..................... 127 78 ------ ------ Net income ............................. $ 201 $ 182 ------ ------ Earnings per share: Basic ............................. $ 0.02 $ 0.02 Diluted ........................... 0.02 0.02
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
THREE MONTHS ENDING MARCH 31, 1999 1998 - -------------------------------------------------------------------------------- (in thousands) Operating activities .......... $ 291 $ 45 Investing activities .......... (19) (51) Financing activities .......... (142) (258) Effect of exchange rates ...... (46) (20) ----- ----- Net increase (decrease) in cash $ 84 $(284) ----- -----
See accompanying notes to consolidated financial statements. 3 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, 1999 is not necessarily indicative of the results that may be expected for the year ended December 31, 1999. 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, 1998. The balance sheet at December 31, 1998 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, 1999 December 31, 1998 (in thousands) Raw materials $ 1,367 $ 1,408 Work in process 1,485 1,539 Finished products 1,063 1,179 --------- ------- $ 3,915 $ 4,126
3. Earnings per Share During the year ended December 31, 1998, 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. 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. 4. Comprehensive Income SFAS No. 130 requires unrealized gains and losses on the Company's foreign currency translation adjustments to be included in other comprehensive income. However, the adoption of this statement had no impact on the Company's net income or stockholders' equity. Total comprehensive income was $155,000 and $162,000 for the three months ended March 31, 1999 and 1998, respectively. 5. Segment Information The Company currently operates in one industry, in vitro diagnostic medical products. However, the Company has three reportable segments; Biopool International, its BCA Division, and its wholly-owned operating subsidiary, Biopool Sweden. The reportable segments are each managed separately because they manufacture and sell distinct products with different production processes. Biopool International manufactures hemostasis and drugs-of-abuse products, while the Company's BCA Division manufactures blood group serology products and Biopool Sweden primarily manufactures fibrinolytic system testing kits. 4
Eliminations Biopool BCA Biopool and Sweden Division International Corporate Consolidated - -------------------------------------------------------------------------------------------------------------------------- THREE MONTHS ENDED MARCH 31, 1999 Sales ........................... $ 782 $ 1,783 $ 1,615 $ (273) $ 3,907 Less intercompany ............... (173) -- (100) 273 -- ------- ------- ------- ------- ------- Sales to unafilliated customers .................. 609 1,783 1,515 -- 3,907 Pre-tax income .................. 54 71 203 -- 328 Identifiable assets ............. 2,118 5,573 5,302 -- 12,993 ------- THREE MONTHS ENDED MARCH 31, 1998 Sales ........................... 764 1,785 1,669 (380) 3,838 Less intercompany ............... (116) -- (264) 380 -- ------- ------- ------- ------- ------- Sales to unaffiliated customers .................. 648 1,785 1,405 -- 3,838 Pre-tax income (loss) ........... 193 (64) 131 -- 260 Identifiable assets ............. 2,188 5,887 5,425 -- 13,500 - --------------------------------------------------------------------------------------------------------------------------
6. Sale of Blood Group Serology Division On April 30, 1999, the Company consummated the sale of certain business assets of the Blood Group Serology Division for $4.45 million in cash, subject to future adjustments. The Blood Group Serology Division ceased operations to the Company's benefit effective May 1, 1999, but continued to convert certain inventory items on behalf of the buyer. The sale of the Blood Group Serology Division will have a significant effect on the Company's future results of operations and financial condition. 7. Reclassification Certain data in the prior year consolidated financial statements have been reclassified to conform to the 1999 presentation. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Sale of Blood Group Serology Division On April 30, 1999, we consummated the sale of certain business assets of the Blood Group Serology Division (referred to as "BCA") for $4.45 million in cash, subject to future adjustments. BCA ceased operations to our benefit effective May 1, 1999, but continued to convert certain inventory items on behalf of the buyer. The sale of BCA will have a significant effect on our future results of operations and financial condition, as noted below. Results of Operations Sales were $3.9 million for the three-month period ended March 31, 1999, compared with $3.8 million for the corresponding period of 1998. The sale of hemostasis products grew by 3% over the previous period, while sales for BCA immunohematology products were flat. Sales of BCA products represented 46% of consolidated sales in the first quarter of 1999. Sales of BCA products, which averaged $1.8 million per quarter in 1998, permanently ceased effective May 1, 1999. 5 Cost of goods sold were $2.4 million for the quarter ended March 31, 1999, compared with $2.3 million for the same period in 1998. The cost of sales as a percentage of revenues was 62% in 1999 versus 61% in 1998. Cost of goods sold as a percentage of revenues for BCA products was 77% for the first quarter of 1999. Elimination of this product line is expected to significantly improve future contribution margin rates. Selling, general and administrative ("SG&A") expenses were $957,000 for the quarter ended March 31, 1999, compared with $1,037,000 for the same period of 1998. This decrease is due primarily to the closure of our Canadian operations in June of 1998 and reduced headcount at our BCA facilities as a result of attrition. Most of the BCA SG&A expenses were eliminated with the sale of BCA. Our direct sales force was reduced from ten to four employees who will continue the promotion of hemostasis products. Interest expense decreased by $22,000 from the prior period as a result of lower outstanding loan balances and a 1% reduction of the interest rate. The Company repaid all of its long-term indebtedness at May 1, 1999. Interest income is anticipated for the balance of the year. Financial Condition Our already strong liquidity and capital resources were further enhanced by the sale of BCA. As of March 31, 1999, working capital was $6.0 million, with a current ratio of 3.9 to 1.0. On April 30, 1999, we received $4.45 million for the sale of certain BCA assets. The proceeds were used to pay off the term note, $1,762,000, with the balance invested in a short-term certificate of deposit. The BCA property, plant, and equipment, with a net book value of approximately $2.4 million, will be placed for sale by June 1999. The saleability and ultimate net proceeds from the sale of such assets are unknown at this time. We continue to seek opportunities to maximize shareholder value. Year 2000 Readiness We have formulated and are implementing a Year 2000 Readiness Plan. Phase I of this Plan, assessment and identification of potential issues, is complete. Based upon our current assessment, we believe that we should not experience any material Year 2000 problems with either our own or any third party systems. Phase II of the Plan consists of remediation efforts, which we have targeted for completion by July 31, 1999. To date, we have spent an immaterial amount on our compliance program and do not expect to spend in excess of $20,000 to complete Phase II. We are unable, at this time, to fully assess our reasonably likely "worst case" scenario. However, failures to correct Year 2000 systems, our own, certain key distributors or certain key vendors, could result in failures or interruptions of critical business systems which could possibly have a material impact to our liquidity and financial condition. We do not anticipate material problems with our power supply or telecommunications systems. Forward Looking Statements Except for the historical information contained herein, this report contains forward-looking statements (identified by the words "estimate," "anticipate," "expect," "believe," and similar expressions) which are based upon management's current expectations and speak only as of the date made. These forward-looking statements are subject to risks, uncertainties and factors that could cause actual results to differ materially from the results anticipated in the forward-looking statements and include, but are not limited to, competitors' pricing strategies and technological innovations, changes in health care and government regulations, litigation claims, foreign currency fluctuation, product acceptance, Year 2000 issues, as well as other factors discussed in the Company's last Report on Form 10-KSB. 6 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 12, 1999 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 7 EX-11 2 COMPUTATION OF PER SHARE EARNINGS EXHIBIT 11 BIOPOOL INTERNATIONAL, INC. Statement Regarding Computation of Per Share Earnings Three Months Ended March 31, (in thousands except per share data)
1999 1998 ----- ----- Numerator for basic and diluted earnings per share - net income ...................... $ 201 $ 182 ====== ====== Denominator: Denominator for basic earnings per share - weighted-average shares ................. 8,541 8,664 Effect of dilutive securities - employee stock options and warrants .............. 25 341 ------ ------ Denominator for diluted earnings per share - adjusted weighted-average shares ........ 8,566 9,005 ====== ====== Basic earnings per share .......................... $ 0.02 $ 0.02 Diluted earnings per share ........................ $ 0.02 $ 0.02
EX-27 3 FDS 3-31-99
5 3-MOS DEC-31-1999 MAR-31-1999 1,025,000 0 2,735,000 0 3,915,000 8,084,000 6,462,000 2,902,000 12,993,000 2,082,000 0 0 0 85,000 9,427,000 12,993,000 3,907,000 3,907,000 2,414,000 3,541,000 0 0 38,000 328,000 127,000 201,000 0 0 0 201,000 0.02 0.02
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