<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------
FORM 10-QSB
----------------
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- ----- Exchange Act of 1934
For the quarterly period ended DECEMBER 31, 1996
-----------------
_____ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act
Commission File Number 33-96882-LA
-----------
CARING PRODUCTS INTERNATIONAL, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 98-0134875
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
200 FIRST AVENUE WEST, SUITE 200
SEATTLE, WASHINGTON 98119
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(Address of principal executive offices)
(206) 282-6040
----------------------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months, and (2) has
been subject to such filing requirements for the past 90 days. Yes No X
--- ---
As of February 7, 1997, 24,752,249 shares of the
issuer's common stock were outstanding.
<PAGE>
CARING PRODUCTS INTERNATIONAL, INC.
INDEX
PART I. FINANCIAL INFORMATION
Page No.
--------
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Statements of Income
Three months and nine months ended December 31, 1996...........3
Condensed Consolidated Balance Sheet
December 31, 1996 and March31,1996.............................4
Condensed Consolidated Statements of Cash Flows
Three months and nine months ended December 31, 1996...........5
Notes to Condensed Consolidated Financial Statements............6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS............................7
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS...............................................9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................9
SIGNATURES......................................................9
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CARING PRODUCTS INTERNATIONAL, INC.
Consolidated Statements of Loss and Deficit - Unaudited
(Expressed in U.S. dollars)
<TABLE>
<CAPTION>
For the Three and Nine months ended December 31, 1996 with comparative figures for 1995
- -----------------------------------------------------------------------------------------------------------
Three months ended Nine months ended
December 31 December 31
1996 1995 1996 1995
- -----------------------------------------------------------------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
REVENUE
Sales 509,179 240,019 1,608,768 765,860
Cost of goods sold 328,410 154,965 1,009,502 477,027
- -----------------------------------------------------------------------------------------------------------
Gross profit 180,769 85,054 599,266 288,833
Interest 45,709 17,743 190,561 34,751
- -----------------------------------------------------------------------------------------------------------
226,478 102,797 789,827 323,584
EXPENSES
Direct selling expenses 23,433 23,489 63,604 69,984
Amortization 12,918 26,705 66,469 79,974
General and administrative 260,586 332,177 721,864 876,687
Interest and bank charges 43,667 40,046 118,966 41,947
Interest - capital lease obligation - 772 - 2,626
Marketing 388,775 292,804 1,066,911 1,410,611
Production (6,537) 39,527 298,150 (11,169)
Research & development 38 8,920 7,861 74,500
Bad debt provision 30 905 16,524 905
- -----------------------------------------------------------------------------------------------------------
722,910 765,346 2,360,349 2,546,066
- -----------------------------------------------------------------------------------------------------------
Net loss from operations (496,432) (662,549) (1,570,522) (2,222,482)
Financing expenses 670 50,038 15,678 421,883
Gain/loss on disposal of fixed assets - 499 - 499
- -----------------------------------------------------------------------------------------------------------
NET LOSS FOR PERIOD (497,102) (713,086) (1,586,200) (2,644,865)
DEFICIT, BEGINNING OF PERIOD (8,815,375) (5,698,116) (7,726,277) (3,766,337)
- -----------------------------------------------------------------------------------------------------------
DEFICIT, END OF PERIOD (9,312,477) (6,411,202) (9,312,477) (6,411,202)
- -----------------------------------------------------------------------------------------------------------
Net loss per share (0.02) (0.06) (0.07) (0.22)
- -----------------------------------------------------------------------------------------------------------
Shares used in computing net loss per
share 22,091,455 11,975,916 22,423,308 12,034,249
- -----------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes
3
<PAGE>
CARING PRODUCTS INTERNATIONAL, INC.
Condensed Consolidated Balance Sheet
(Expressed in U.S. dollars)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
December 31 March 31
1996 1996
- -------------------------------------------------------------------------------------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Current assets
Cash and term deposits 314,851 1,082,419
Short term investment 2,687,358 2,701,350
Accounts receivable. net 474,405 280,678
Inventories 1,981,684 1,808,992
Prepaid 27,478 122,725
- -------------------------------------------------------------------------------------------
Total current assets 5,485,776 5,996,164
Capital assets, net of accumulated amortization 295,648 196,907
Intangible assets, net of accumulated amortization 250,394 275,908
Incorporation 176 176
Deferred financing charges 40,000 -
- -------------------------------------------------------------------------------------------
TOTAL ASSETS 6,071,994 6,469,154
- -------------------------------------------------------------------------------------------
LIABILITIES
Current Liabilities
Accounts payable 395,224 430,282
Promissory notes payable 2,500,000 2,500,000
Current portion of lease obligation 4,029 11,550
Current portion of long term debt - 13,206
- -------------------------------------------------------------------------------------------
Total current liabilities 2,899,253 2,955,038
Lease obligation 3,331 5,931
Long term debt - 16,781
- -------------------------------------------------------------------------------------------
TOTAL LIABILITIES 2,902,584 2,977,750
- -------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Capital stock 226,072 220,692
Contributed surplus 12,255,815 10,996,989
Deficit (9,312,477) (7,726,277)
- -------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY 3,169,410 3,491,404
- -------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND EQUITY 6,071,994 6,469,154
- -------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes
4
<PAGE>
CARING PRODUCTS INTERNATIONAL, INC.
Consolidated Statement of Cash Flows - Unaudited
(Expressed in U.S. dollars)
<TABLE>
<CAPTION>
For the Three and Nine months ended December 31, 1996 with comparative figures for 1995
- --------------------------------------------------------------------------------------------------------------
Three months ended Nine months ended
December 31 December 31
1996 1995 1996 1995
- --------------------------------------------------------------------------------------------------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss for the period (497,102) (713,084) (1,586,200) (2,644,863)
Loss on disposal of fixed assets 499 499
Amortization, an item not involving cash 12,918 26,705 66,469 79,974
Allowance For doubtful accounts 30 16,524
- ---------------------------------------------------------------------------------------------------------------
(484,154) (685,880) (1,503,207) (2,564,390)
Change in non-cash working capital items:
Accounts receivable 136,246 196,680 (193,727) (56,892)
Short term investments - (2,896,413) - (2,896,413)
Inventories (815,620) (226,608) (189,527) (881,412)
Prepaid expenses 9,248 (93,791) 95,247 99,348
Accounts payable 67,554 (485,699) (35,058) (553,057)
Short term loans - (304,667) - (250,000)
Promissory notes payable - 232,242 - 2,500,000
Due from shareholders - (306,075) - -
Current portion long term debt (5) - (20,727)
- ---------------------------------------------------------------------------------------------------------------
(1,086,731) (4,570,210) (1,846,999) (4,602,816)
- ---------------------------------------------------------------------------------------------------------------
Cash flows from investing activities
Acquisition of capital assets (33,667) (4,458) (136,777) (44,606)
Acquisition of intangible assets (153) - (2,608) (5,486)
Proceeds from disposal of fixed assets - 640 - 640
Incurrence of deferred charges (40,000) 182,870 (40,000) 162,737
- ---------------------------------------------------------------------------------------------------------------
(73,820) 179,052 (179,385) 113,285
- ---------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from shares issued 118,352 5,829,032 1,264,206 5,840,061
(Repayment) incurrence of long term debt - (3,457) (16,781) (7,557)
Repayment of capital lease (4) (3,241) (2,600) (7,644)
- ---------------------------------------------------------------------------------------------------------------
118,348 5,822,336 1,244,825 5,824,860
- ---------------------------------------------------------------------------------------------------------------
Increase/Decrease in cash and cash equivalents (1,042,203) 1,431,179 (781,559) 1,335,329
Cash and cash equivalents, beginning of period 4,044,412 4,640,151 3,783,769 202,171
- ---------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period 3,002,209 6,071,330 3,002,210 1,537,500
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes
5
<PAGE>
CARING PRODUCTS INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying Unaudited condensed consolidated financial statements for
the three and nine month periods ended December 31, 1996 reflect all
adjustments, consisting of normal recurring adjustments which, in the opinion of
management, are necessary for a fair presentation of the financial position and
results of operations for the interim periods shown.
The results of operations for such periods are not necessarily indicative of the
results expected for the full fiscal year or for any future period. The
condensed consolidated financial statements should be read in conjunction with
the audited consolidated financial statements of the Company for the year ended
March 31, 1996 and the notes thereto contained in the Company's Registration
Statement on Form SB-2, File No. 33-96882-LA, declared effective by the
Securities and Exchange Commission on November 12, 1996.
6
<PAGE>
CARING PRODUCTS INTERNATIONAL, INC.
ITEM II: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
This Report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. The forward-looking statements contained herein are based on current
expectations, and actual results may differ materially. Factors that might
cause such differences include, but are not limited to the Company's limited
operating history, the Company's ability to obtain additional financing to fund
future operations, competition form larger and more well established companies,
and environmental legislation which may or may not affect the manufacture and
use of disposable products. Refer also the Company's Registration Statement on
Form SB-2, File No. 33-96882-LA declared effective on November 12, 1996.
THREE MONTHS ENDED DECEMBER 31, 1996 AND 1995
For the quarter ended December 31, 1996, the Company generated revenues of
$509,179 compared to U.S. $240,019 for the same period in the previous year.
This represents an increase of 112% over the prior year. This increase in
revenues reflects the ongoing expansion of the Company into the retail/drug
wholesale markets. Interest income for the quarter was $45,709 during this
quarter compared to $17,743 for the same period last year which reflects the
Company's $2,500,000 Certificate of Deposit investment being used as collateral
for an operating line. Cost of goods sold for the current quarter was $328,410
or 64.5% of sales compared to $154,965 or 64.5% for the same period in the
previous year.
Net operating expenses for the quarter ended December 31, 1996, were $722,910 or
141.9% of sales compared to $765,346 or 318.9% of sales for the comparable
period in the previous year. This decrease consists of a reduction in General
and Administrative expenses, and production costs, offset by an increase in
Marketing costs. The Company continues in an inventory build up stage in
anticipation of increased customer ordering in the next quarter, thus more
production costs are being absorbed into inventory. There is no assurance,
however, that anticipated future orders will be realized. Marketing costs for
the quarter are up over last year as a result of the commencement of radio media
advertising.
For the quarter ended December 31, 1996, net loss from operations was $496,432
compared to $662,549 for the same quarter last year. Net loss for the current
quarter was $497,102 compared to $713,086 for the comparable period of the prior
year. This decrease in net loss is due to the one time charge in the previous
quarter of $50,038 in financing costs incurred from the Company's efforts in
obtaining additional operating capital. The company anticipates that it will
incur net losses for the foreseeable future as it continues its product
introduction and marketing buildup in the United States and Canada.
7
<PAGE>
NINE MONTHS ENDED DECEMBER 31, 1996 AND 1995
For the nine months ended December 31, 1996, sales were $1,608,768 compared to
$765,860 for the comparable period in the previous year. This reflects a 110%
increase in revenues over that of the prior year. This increase is a direct
result of the Company's continued expansion in the retail markets both in the
United States and Canada. Interest income for the nine months ended December
31, 1996, was $190,561 compared to $34,751 for the same period last year. This
increase was a result of the Company's investment in a $2,500,000 Certificate of
Deposit used as collateral for an operating line. Cost of goods sold for the
current nine month period was $1,009,502 or 62.8% of sales compared to $477,027
or 62.3% for the same period in the previous year.
Net operating expenses for the nine months ended December 31, 1996 were
$2,360,349 or 146.7% of sales. For the same period of the prior year, they were
$2,546,066 or 332.4% of sales. The decrease in operating expense from the
previous year is due to a reduction in General and Administrative, Marketing and
Research & Development expenses offset by increases in Interest and Production
expenses. The decrease in expenses is primarily due to decreases in Marketing
and Research & Development costs from 1995 when the Company was heavily involved
in test marketing its products and developing its product lines. These
decreases in costs were offset by higher interest expense associated with the
Company's operating line, increased production cost as a result of repackaging
into a revised product line, and making a provision for doubtful accounts as
the Company increased its sales revenues.
Net loss from operations for the nine months ended December 31, 1996, was
$1,570,522 compared to $2,222,482 for the same period last year - a 29.3%
decrease. Net loss for the current nine months was $1,586,200 compared to
$2,644,865 for the comparable period of the previous year. This decrease was
due primarily to the decrease in financing expenses incurred in the previous
when the Company was obtaining equity financing.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents at December 31, 1996, totaled $3,002,209. Of this
amount, $2,687,358 are invested in short term Certificates of Deposits used as
collateral against the Company's operating line and purchase commitments. As of
March 31, 1996, cash and cash equivalents were $3,783,769. The decrease in
cash and cash equivalents from the beginning of the Company's fiscal year is due
primarily to the ongoing funding of operations, the increased level of inventory
during the current year, the acquisition of capital equipment and the repayment
of debt. This decrease was offset by the exercise of previously issued warrants
for capital stock netting the Company $1,264,296.
The Company's principal commitments at December 31, 1996, consisted of operating
leases for its facilities, and capital equipment leases for telephone and
manufacturing equipment.
It is anticipated that the Company will meet its next twelve month cash
requirements by through revenues from its operations, obtaining receivables
financing and acquiring additional equity infusion through the sale its capital
stock. There is no assurance, however, that all or anyone of these sources of
cash will be realized.
8
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Note 14 to the Financial Statements contained within the
Company's Registration Statement Form SB-2, File No. 33-96882-LA declared
effective on November 12, 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(27.1) Financial Data Schedule.
(b) No reports on Form 8-K were filed during the period ended December 31,
1996.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
DATED: February 10, 1997
Caring Products International, Inc.
(Registrant)
/s/ Susan A. Schreter
------------------------------
Susan A. Schreter
President and Chief Operating Officer
/s/ Clyde L. Stanton
------------------------------
Chief Financial Officer
(Principal Financial and Accounting Officer)
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 315
<SECURITIES> 2,687
<RECEIVABLES> 503
<ALLOWANCES> 29
<INVENTORY> 1,982
<CURRENT-ASSETS> 5,486
<PP&E> 457
<DEPRECIATION> 161
<TOTAL-ASSETS> 6,072
<CURRENT-LIABILITIES> 2,899
<BONDS> 0
0
0
<COMMON> 226
<OTHER-SE> 2,943
<TOTAL-LIABILITY-AND-EQUITY> 6,072
<SALES> 1,609
<TOTAL-REVENUES> 1,799
<CGS> 1,010
<TOTAL-COSTS> 1,010
<OTHER-EXPENSES> 2,224
<LOSS-PROVISION> 17
<INTEREST-EXPENSE> 119
<INCOME-PRETAX> (1,571)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,571)
<DISCONTINUED> 0
<EXTRAORDINARY> 16
<CHANGES> 0
<NET-INCOME> (1,586)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
