-----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, I0IGVIvrRxhIOju0zXjxwoRK7Iph6Qzv8fHj/v473Z2G2sGqT/rv6JlZMyzHQVow 7A/LssVIM36PAA5TqohY0w== 0000950137-97-001956.txt : 19970520 0000950137-97-001956.hdr.sgml : 19970520 ACCESSION NUMBER: 0000950137-97-001956 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCUMED INTERNATIONAL INC CENTRAL INDEX KEY: 0000888335 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 364054899 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-20652 FILM NUMBER: 97606462 BUSINESS ADDRESS: STREET 1: 920 N FRANKLIN ST STREET 2: STE 402 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 3126429200 MAIL ADDRESS: STREET 1: 920 N FRANKLIN STREET STREET 2: SUITE 402 CITY: CHICAGO STATE: IL ZIP: 60610 FORMER COMPANY: FORMER CONFORMED NAME: ALAMAR BIOSCIENCES INC DATE OF NAME CHANGE: 19950504 10QSB 1 FORM 10-QSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (Mark One) X QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1997. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT - --- For the transition period from to . ----- ----- Commission file number 0-20652 ACCUMED INTERNATIONAL, INC. ------------------------------------------------------------------ (Exact name of small business issuer as specified in its charter) Delaware 36-4054899 ---------------------------- ------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 900 N. Franklin St., Suite 401, Chicago, IL 60610 -------------------------------------------------- (Address of principal executive offices) (312) 642-9200 -------------- (Issuer's telephone number including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 --- --- The number of shares of Common Stock outstanding as of May 6, 1997: 22,147,232 Transitional Small Business Disclosure Format (check one): Yes No X --- --- 2 ACCUMED INTERNATIONAL, INC. INDEX
Page Number PART I Financial Information 1. Consolidated Financial Statements Consolidated Balance Sheets - March 31, 1997 and December 31, 1996 . . . . . . . . . . . . 1 Consolidated Statements of Operations- Three Months Ended March 31, 1997 and 1996 . . . . . . . . 2 Consolidated Statements of Cash Flows - Three Months Ended March 31, 1997 and 1996 . . . . . . . . 3 Notes to Consolidated Financial Statements. . . . . . . . . . . 4 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . 5 PART II. Other Information 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 9 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3 ACCUMED INTERNATIONAL, INC. CONSOLIDATED BALANCE SHEETS
March 31, December 31, ASSETS 1997 1996 ---------- ---------- Current Assets Cash and cash equivalents $ 1,626,887 $ 2,801,359 Restricted cash 100,000 100,000 Accounts receivable 4,522,224 2,143,596 Prepaid expenses and deposits 327,369 217,198 Production inventory 3,229,249 1,772,127 ----------- ----------- Total current assets 9,805,729 7,034,280 ----------- ----------- Fixed assets, net 6,437,781 1,696,071 ----------- ----------- Notes receivable 208,273 214,273 Deferred financing costs 1,310,540 - Goodwill and intangible assets 5,160,036 5,340,411 Other assets 207,176 194,507 ----------- ----------- $23,129,535 $14,479,542 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 2,864,851 $ 2,340,769 Other current liabilities 1,232,316 879,808 Deferred revenue 44,303 146,968 Notes payable 25,100 198,555 Capital lease obligation due within one year 75,435 89,810 ----------- ----------- Total current liabilities 4,242,005 3,655,910 ----------- ----------- Warranty reserves 1,500,000 - Long term debt 8,715,793 230,795 Minority interest 419,118 456,841 ----------- ----------- 10,634,911 687,636 ----------- ----------- Stockholders' equity Common stock, $0.01 par value, 30,000,000 shares authorized, 21,888,631 shares issued and outstanding at March 31, 1997, 20,854,157 at December 31, 1996 218,886 208,542 Additional paid-in capital 48,736,351 44,424,646 Cumulative translation adjustment 13,436 32,586 Accumulated deficit (40,499,317) (34,335,313) Less treasury stock, 37,956 shares at March 31, 1997, and 31,812 shares at December 31, 1996, respectively (216,737) (194,465) ----------- ----------- Total stockholders' equity 8,252,619 10,135,996 ----------- ----------- $23,129,535 $14,479,542 =========== ===========
See accompanying notes to the consolidated financial statements. - 1 - 4 ACCUMED INTERNATIONAL, INC. CONSOLIDATED STATEMENT OF OPERATIONS
Three Months Three Months Ended Ended March 31, March 31, 1997 1996 ----------- ---------- Sales $3,049,414 $1,187,701 Less cost of sales (1,491,600) (595,210) ---------- ---------- Gross profit (loss) 1,557,814 592,491 ---------- ---------- Operating expenses: General and administrative 1,859,995 914,057 Acquired Research and development - 3,499,727 Research and development 1,153,784 575,059 Goodwill writeoff 3,582,068 - Sales and marketing 975,217 393,177 ---------- ---------- Total operating expenses 7,571,064 5,382,020 ---------- ---------- Operating loss (6,013,250) (4,789,529) ---------- ---------- Other income (expense): Interest income 11,598 5,837 Interest expense (199,898) (326,831) Other income (expense) 430 2,462,252 Minority interest 37,723 - ---------- ---------- Total other income (expense) (150,147) 2,141,258 ---------- ---------- Loss before income taxes (6,163,397) (2,648,271) Income tax expense - 850 ---------- ---------- Net loss ($6,163,397) ($2,649,121) ========== ========== Net loss per share ($0.29) ($0.17) ========== ========== Weighted average common shares outstanding 20,999,058 15,793,157 ========== ==========
See accompanying notes to the consolidated financial statements. - 2 - 5 ACCUMED INTERNATIONAL, INC. CONSOLIDATED STATEMENT OF CASH FLOWS
Three Months Three Months Ended Ended March 31, March 31, 1997 1996 ------------ ------------ Cash flows from operating activities: Net loss $ (6,163,397) $ (2,649,121) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 181,724 133,344 Write-off of in-process research and development - 3,499,727 Write-off of impaired goodwill 3,582,068 - Minority interest (7,839) - Expenses paid with issuance of warrants - 1,350,390 Shares received for litigation settlement 22,272 - Changes in assets and liabilities: Decrease (Increase) in restricted cash - 53,000 Decrease (Increase) in accounts receivable 335,113 5,355 Decrease (Increase) in prepaid expenses and deposits (110,171) 11,383 Decrease (Increase) in production inventory (456,346) (205,558) (Increase) in other assets and intangible assets 20,040 (6,508) Increase in accounts payable 21,322 475,631 (Increase) in deferred financing costs and intangibl (650,920) - Increase in other current liabilities and reserves 39,545 (115,595) Increase in notes payable - 314,446 Increase (Decrease) in deferred revenue (102,665) (1,454,450) ------------ ------------ Net cash used in operating activities (3,211,255) 1,412,044 ------------ ------------ Cash used in investing activities: Purchase of fixed assets (275,153) (200,685) Acquisition of business, net (6,000,000) - ------------ ------------ Net cash used in investment activities (6,275,153) (200,685) ------------ ------------ Cash flows from financing activities: Proceeds from issuances of common stock net 38,097 16,924 Notes receivable (issued) collected (13,150) - Payment of capital lease obligation (24,557) (26,663) Proceeds from issuance of notes payable 8,500,000 - Proceeds from bridge loan 6,000,000 - Payment of notes payable and bridge loan (6,188,455) - ------------ ------------ Net cash provided by financing activities 8,311,935 (9,739) ------------ ------------ Net increase (decrease) in cash and cash equivalents (1,174,473) 1,201,620 Cash and cash equivalents at beginning of period 2,801,359 180,508 ------------ ------------ Cash and cash equivalents at end of period $ 1,626,887 $ 1,382,128 ============ ============
See accompanying notes to consolidated financial statements. - 3 - 6 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. ACCUMED INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Preparation of Interim Financial Statements: The accompanying consolidated financial statements have been prepared in accordance with the instructions to Form 10-QSB and, therefore, do not include all information and footnotes necessary for a presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. In the opinion of management, such consolidated financial statements reflect all normal and recurring adjustments necessary for a fair presentation of the results of operations and financial position for the interim periods presented. Operating results for the three month period ended March 31, 1997 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 1997. 2. Basis of Presentation: The condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany balances, transactions and stockholdings have been eliminated. 3. Merger Transaction: On December 29, 1995, the Company acquired all of the common stock of AccuMed, Inc. and its wholly-owned subsidiary. Pursuant to the terms of the merger agreement, 1,881,910 shares of Common Stock and 126,945 warrants were issued to AccuMed, Inc. stockholders and warrantholders, respectively, which were contingent and subject to forfeiture if specified performance goals were not achieved by the merged entity. The contingency associated with 940,955 shares of Common Stock and 63,473 warrants was resolved (performance goal achieved) in March 1996 resulting in contingent consideration of $5,430,326. Such amount has been allocated to identifiable intangibles of acquired proprietary technology ($1,930,599) and in-process research and development ($3,499,727). The acquired proprietary technology is being amortized over the expected period to be benefited of ten years, with the in-process research and development charged to operations during the three months ended March 31, 1996. The contingency associated with the remaining 940,955 shares of Common Stock and 63,472 warrants was resolved (performance goal achieved) in March 1997 resulting in contingent consideration of $3,582,068. Such amount has been recorded as goodwill associated with the merger and charged off in its entirety to operations during the three months ended March 31, 1997 as an impaired asset. 4. Notes Payable: On March 14, 1997, the Company received $8,500,000 in cash in exchange for convertible notes bearing interest at 12% due in March 2000. Investors also received 850,000 warrants to purchase shares of the Company's Common Stock with an expiration period dependent on conversion of the notes. The placement agent, a shareholder of the 4 7 Company, received out of pocket expenses of $56,500, a placement fee equal to 7% of the proceeds of the offering and five year warrants to purchase 200,000 shares of the Company's Common Stock. Of the loan proceeds, $6,130,000 (including $130,000 of interest) was used to repay a $6,000,000 bridge loan used for the ESP Culture System II product line acquisition on March 3, 1997 (see note 5), $651,500 was used for issuance costs, and the remaining $1,718,500 was retained to cover transition costs of the acquired business. The costs associated with the issuance of these notes of $1,321,000 will be amortized over the three year term of the notes. 5. Acquisitions: On March 3, 1997, the Company acquired certain assets and liabilities of Difco Microbiology Systems, Inc ("Difco") for a total purchase price of $6,000,000 in cash. The acquisition was accounted for using the purchase method of accounting with the purchase price allocated to the net assets acquired based on their estimated fair values. This treatment resulted in no excess purchase price over fair value of tangible assets acquired. The operations of Difco have been included in the consolidated statement of operations since the date of acquisition. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Effective March 3, 1997, the Company acquired certain assets and liabilities of Difco Microbiology Systems, Inc. relating to the ESP Culture System II product line (the "ESP Product Line"). The results of operations reflected in the Company's consolidated statement of operations for the quarter ended March 31, 1997 include the results of operations of the ESP Product Line from the date of the acquisition, whereas results of operations from prior periods reflect the operations of the Company's microbiology and cytopathology product lines only. The historical results of operations of the Company presented herein are not necessarily indicative of future results of operations of the Company. Revenues from sales for the quarter ended March 31, 1997 increased to $3,049,000 compared to $1,188,000 for the quarter ended March 31, 1996, due primarily to the increase in sales in the microbiology and cytopathology product lines. Cost of sales increased from $595,000 in the first quarter of 1996 to $1,492,000 in the first quarter of 1997, reflecting the increased sales volume in the microbiology product line and increased cytopathology instrument sales. General and administrative expenses increased from $914,000 in the first quarter of 1996 to $1,860,000 in the comparable 1997 quarter primarily due to increases in staffing, office, professional fees, and investor relations efforts. Interest expense of $200,000 in the first quarter of 1997 reflected amounts accrued on the bridge loan and three year notes issued. The interest expense for the first quarter of 1996 of $327,000 reflected non-cash interest incurred for issuance of warrants connected with notes payable repaid in that year. Research and development expenses increased from $575,000 in the first quarter of 1996 to $1,154,000 in the first quarter of 1997 due primarily to increased spending in the cytopathology area. 5 8 The $3,500,000 charge off of acquired research and development expenses in the first quarter of 1996 was in connection with the merger with AccuMed, Inc. on December 29, 1995. No additional amounts were expensed in the first quarter of 1997 in this regard. The $3,582,000 goodwill write-off in the first quarter of 1997 is due to contingent consideration associated with the AccuMed, Inc. merger. Sales and marketing expenses increased from $393,000 in the first quarter of 1996 to $486,000 in the first quarter of 1997 due to increased marketing efforts for the cytopathology product line. For the three month period ended March 31, 1997, other income was negligable as compared to $2,462,000 for the first three months of 1996 principally due to $3,500,000 of income pursuant to a license agreement offset by $954,000 of expenses primarily associated with warrants issued in connection with RADCO Ventures, Inc. (initially a joint venture formed by the Company and certain investors which was subsequently acquired by the Company and has been merged with and into the Company). Net loss increased from $2,649,000 for the first quarter of 1996 to $6,163,000 for the first quarter of 1997, due to increased sales volume and related gross margins offset by increased operating expenses, including non-cash expenses of $3,582,000 relating to the write off of impaired goodwill, and the reduction of other income. Net loss per share for the quarter ending March 31, 1997 was $0.29 compared to $0.17 for the quarter ended March 31, 1996. Weighted average shares outstanding for the periods 1997 and 1996 were 20,999,000 and 15,797,000, respectively. The Company's increase in net current assets of $2,186,000 as of March 31, 1997 as compared to December 31, 1996 is due primarily to the Company's acquistion at March 3, 1997 relating to the ESP Product Line. LIQUIDITY AND CAPITAL RESOURCES The Company has been substantially dependent on the private placements of its debt and equity securities and the proceeds of its public offerings of securities to fund its cash requirements. From the initial public offering in October 1992 through March 31, 1997, the Company has raised approximately $43,000,000 in aggregate net proceeds from public offerings and private placements of securities. The Company's most recent private placement was closed 6 9 in March 1997, resulting in the issuance of $8,500,000 in three year convertible notes bearing interest at a rate of 12% per annum. During the first quarter of 1997, the Company received an aggregate of $38,000 upon the exercise of certain stock options and warrants. In connection with the Company's initial public offering and certain private placements, the Company issued warrants to purchase an aggregate of 2,702,905 shares of Common Stock (the "Redeemable Warrants"). If the closing price per share of Common Stock exceeds $7.50 (subject to adjustment) per share for a minimum of 20 consecutive trading days, the Company would have the right to redeem the Redeemable Warrants, upon notice of not less than 60 days given to holders within three days following any such 20 day period, at a redemption price of $0.25 per underlying share.The exercise price of the Redeemable Warrants, which expire October 1, 1997, is $5.00 per share. If all Redeemable Warrants were exercised, of which there can be no assurance, the Company would receive approximately $13.5 million in gross proceeds. The Company has agreed with the underwriters of the public offering consummated in October 1996 not to redeem the Redeemable Warrants, without the underwriters' consent, prior to October 3, 1997. The Company intends to expend substantial funds for research and product development, possible acquisitions, scale-up of manufacturing capacity, reduction of accounts payable and other working capital and general corporate purposes. Although the Company believes that existing cash balances and internally generated funds will be sufficient to finance the Company's projected operations through at least the next 12 months, there can be no assurance to that effect. The Company's future liquidity and capital requirements will depend upon numerous factors, including the costs and timing of expansion of manufacturing capacity, the costs, timing and success of the Company's product development efforts, the costs and timing of acceptance of the Company's products, competing technological and market developments, the progress of commercialization efforts of the Company and its distributors, the costs involved in preparing, filing, prosecuting, maintaining, enforcing and defending patent claims and other intellectual property rights, developments related to regulatory and third-party reimbursement matters, and other factors. If additional financing is needed, the Company may seek to raise additional funds through public or private financings, collaborative relationships or other arrangements. The Company currently has no commitments with respect to sources of additional financing, and there can be no assurance that any such financing sources, if needed, would be available to the Company or that adequate funds for the Company's operations, whether from the Company's revenues, financial markets, collaborative or other arrangements with corporate partners or from other sources, will be available when needed or on terms satisfactory to the Company. The failure of the Company to obtain adequate additional financing may require the Company to delay, curtail or scale back some or all of its studies and regulatory activities and, potentially, to cease its operations. Any additional equity financing may involve substantial dilution to the Company's then-existing stockholders. 7 10 IMPACT OF ACQUISITION OF ESP PRODUCT LINE On March 3, 1997, the Company acquired certain assets and liabilities relating to the ESP Product Line for aggregate cash consideration of $6,000,000. The transaction was accounted for under the purchase method of accounting, resulting in accounts receivable, inventory, and equipment of approximately $2,211,000, $914,000, and $4,685,000, respectively being recorded in the Company's financial statements, along with net liabilities of $1,810,000 at the acquistion date. CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS The Company expects that its operating results will fluctuate significantly from quarter to quarter and will depend on various factors, many of which are outside the Company's control. These factors include the success of the marketing efforts for the Company's products, obtaining necessary regulatory clearances or approvals for the Company's products, the timing and level of expenditures associated with expansion of sales and marketing activities and overall operations, the Company's ability to cost effectively expand manufacturing capacity and maintain consistently acceptable yields, the timing of establishment of strategic distribution arrangements and the success of the activities conducted under such changes in government regulation and other factors, the timing of significant orders from and shipments to customers, and general economic conditions. These or other factors could have a material adverse effect Company's business, financial condition and results of operations. 8 11 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits. The following exhibits are filed herewith: 27.1 Financial Data Schedule (b) Reports on Form 8-K. The following Current Report on Form 8-K was filed by the Company with the Securities and Exchange Commission during the quarter ended March 31, 1997 1. On March 18, 1997, a Current Report on Form 8-K dated March 3, 1997: Item 2 - Acquisition or Disposal of Assets - reporting the acquisition of the ESP Culture System II product line, and Item 7 - - Financial Statements and Exhibits. 9 12 SIGNATURES In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. ACCUMED INTERNATIONAL, INC. /s/ Leonard R. Prange ---------------------------- Leonard R. Prange Chief Financial Officer and Chief Operating Officer Date: May 15, 1997 10 EX-27 2 FDS
5 1,000 3-MOS DEC-31-1997 JAN-01-1997 MAR-31-1997 1,627 0 4,522 0 3,229 9,806 6,438 0 23,130 4,242 8,716 0 0 219 8,034 23,130 3,049 3,049 1,492 1,492 7,571 0 200 (6,163) 0 (6,163) 0 0 0 (6,163) (0.29) (0.29)
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