<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- -------------------------------------------------------------------------------
FORM 10-QSB
(Mark One)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission file number 33-96882-LA
CARING PRODUCTS INTERNATIONAL, INC.
(Name of small business issuer in its charter)
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DELAWARE 98-0134875
(State or other jurisdiction of (IRS Employer Identification No.)
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5843 WOODLAWN AVE., SEATTLE, WASHINGTON 98103
P.O. BOX 9288, SEATTLE, WASHINGTON 98109
(principle executive offices)
(206) 523-7065
(issuer's telephone number, including area code)
-----------------
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 par value
Warrants to purchase common stock.
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 (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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of August 13, 1999, the
Registrant had 3,056,343 shares of Common Stock outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
1
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CARING PRODUCTS INTERNATIONAL, INC.
AND SUBSIDIARIES
FORM 10-QSB
For the Quarter Ended June 30, 1999
<TABLE>
<CAPTION>
INDEX PAGE NUMBER
<S> <C> <C>
PART I: FINANCIAL INFORMATION
Item 1 Consolidated Balance Sheets at March 31, 1999, and June 30, 1999. 3
(unaudited for June 30, 1999 Period)
Consolidated Statements of Operations for each of the three-month
periods ended June 30, 1998, and June 30, 1999. 4
(unaudited)
Consolidated Statements of Cash Flows for the three-month
periods ended June 30, 1998, and June 30, 1999. 5
(unaudited)
Notes to Consolidated Financial Statements. 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations. 8
PART II: OTHER INFORMATION 11
Item 1 Legal Proceedings.
Item 2 Changes in Securities.
Item 3 Defaults upon Senior Securities.
Item 4 Submission of Matters to a Vote of Security Holders.
Item 5 Other Information.
Item 6 Exhibits
</TABLE>
2
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PART I
FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CARING PRODUCTS INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, June 30,
1999 1999
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Cash $707,847 $628,039
Accounts receivable, less allowance for doubtful
accounts of $460,000 at March 31, and June 30, 1999 353,263 144,148
Inventories 560,338 335,199
Prepaid expenses 25,208 25,208
---------- ----------
Total current assets 1,646,656 1,132,594
Equipment, net 143,798 39,025
Intangible assets, net 173,580 169,131
Other assets 18,041 26,918
Total assets $1,982,075 $1,367,668
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $326,745 $ 249,555
Accrued liabilities 43,826 42,351
Customer deposits 244,575 69,881
---------- ----------
Total liabilities 615,146 361,787
Commitments, contingencies and subsequent events -- --
Stockholders' equity:
Preferred stock: no shares outstanding -- --
Common stock: 2,781,343 at March 31, 1999
3,056,343 at June 30, 1999 27,814 30,564
Additional paid-in capital 19,681,685 19,733,935
Accumulated deficit (18,342,570) (18,758,618)
---------- ----------
Total stockholders' equity $1,366,929 $1,005,881
---------- ----------
$1,982,075 $1,367,668
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
3
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CARING PRODUCTS INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Month Periods Ended June 30, 1998 and 1999
(Unaudited)
<TABLE>
<CAPTION>
1998 1999
---- ----
<S> <C> <C>
Revenues $ 788,960 $ 154,035
Cost of Sales 453,372 47,955
---------- ----------
Gross profit 335,588 106,080
Operating expenses:
Selling 589,000 12,787
General and administrative 295,652 412,393
Amortization and depreciation 16,568 23,695
Total operating expenses 901,220 448,875
Loss from operations (565,632) (342,795)
Other income (expense):
Interest income 33,823 11,664
Interest expense (462) (741)
Loss on sale of assets 1,287 (84,176)
Net loss $ (530,984) $ (416,048)
Net loss per common share $ (0.19) $(.14)
Weighted average common shares 2,781,343 3,056,343
</TABLE>
See accompanying notes to consolidated financial statements
4
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CARING PRODUCTS INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Month Periods Ended June 30, 1998 and 1999
(Unaudited)
<TABLE>
<CAPTION>
1998 1999
------------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (530,984) $ (416,048)
Adjustments to reconcile net loss to net cash
used in operating activities:
Issuance of restricted common stock for services -- 55,000
Gain/loss on sale/disposal of equipment (5,815) 84,176
Amortization and depreciation 17,835 23,695
Change in operating assets and liabilities
Accounts receivable (508,057) 209,115
Inventories 215,197 225,139
Prepaid expenses 12,666 --
Other assets -- (8,877)
Accounts payable (458,489) (77,190)
Accrued liabilities 3,277 (1,475)
Customer deposits -- (174,694)
---------- ----------
Net cash used in operating activities: (1,254,370) (81,159)
Cash flows from investing activities:
Capital expenditures (14,808) --
Proceeds from equipment sale -- 1,351
---------- ----------
Net cash provided by investing
activities: (14,808) 1,351
Cash flows from financing activities:
Repayment of lease obligations (2,018) --
---------- ----------
Net cash used in financing activities: (2,018) --
Decrease in cash (1,271,196) (79,808)
Cash at beginning of period 3,415,569 707,847
Cash at end of period $ 2,144,371 $ 628,039
</TABLE>
See accompanying notes to consolidated financial statements.
5
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CARING PRODUCTS INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
THREE-MONTH PERIOD ENDED JUNE 30, 1998, AND JUNE 30, 1999
(1) PRESENTATION OF INTERIM INFORMATION
The unaudited consolidated financial statements and related notes
are presented as permitted by Form 10-QSB, and do not contain
certain information included in the Company's audited consolidated
financial statements and notes for the fiscal year ended March 31,
1999. The information furnished reflects, in the opinion of
management, all adjustments, consisting of normal recurring
accruals, necessary for a fair presentation of the results of the
interim periods presented. The results of operations for interim
periods are not necessarily indicative of the results to be expected
for the entire fiscal year ending March 31, 2000. The accompanying
unaudited consolidated financial statements and related notes should
be read in conjunction with the audited consolidated financial
statements and the Form 10-KSB of Caring Products International,
Inc., and its subsidiaries (the "Company") and notes thereto, for
its fiscal year ended March 31, 1999.
(2) LOSS PER SHARE
SFAS 128 establishes standards for computing and presenting earnings
per share ("EPS") and applies to entities with publicly held common
stock or potential common stock. In accordance with SFAS No. 128,
the computation of diluted EPS shall not assume conversion,
exercise, or contingent issuance of securities that would have an
antidilutive effect on earnings per share. SFAS No. 128 also states
that although including those potential common shares in the other
diluted per-share computations may be dilutive to their comparable
basic per-share amounts, no potential common shares shall be
included in the computation of any diluted per-share amount when a
loss from continuing operations exists, even if the entity reports
net income.
Due to the net loss position of the Company, only the net loss per
common share is presented on the face of the unaudited consolidated
statements of operations for the three-month periods ended June 30,
1998 and 1999.
(3) YEAR 2000 COMPUTER SOFTWARE CONVERSION
The Company regularly updates its information systems capabilities,
and has evaluated all significant computer software applications for
compatibility with the year 2000. With the system changes
implemented to date and other planned changes, the Company
anticipates that its computer software applications will be
compatible with the year 2000. Expenditures specifically related to
software modifications for year-2000 compatibility are not expected
to have a material effect on the Company's operations or financial
position. However, the Company is dependent on numerous vendors and
customers which may incur disruptions as a result of year-2000
software issues. Accordingly, no assurance can be given that the
Company's results of operations will not be impacted by this
industry-wide issue.
(4) INTANGIBLE ASSETS
Intangible assets, representing technology purchased and cost of
patents, copyrights, trademarks and other intellectual property, are
stated at cost. On June 30, 1999 the Company transferred
approximately $170,000 of intellectual property associated with its
children's products to Creative Products International, Inc., a
wholly-owned subsidiary of the Company. See Note 8.
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(5) OFFICE CLOSURE
The Company wrote down $84,176 of furniture, fixtures and office and
computer equipment on June 30, 1999 pursuant to the closure of the
Company's headquarter marketing and administration office. The
Company's facility lease ended on June 30, 1999 without penalty to
the Company. The Company has not entered into any new facility lease.
(6) GOING CONCERN
The Company incurred a net loss of $416,048 during the first quarter
of Fiscal 2000 and a net loss for the fiscal year ended March 31,
1999 of $4,258,727. The Company's ability to continue as a going
concern is contingent upon its ability to maintain positive cash
flow from operating and financing activities. The Company continues
to review all of its strategic options.
(7) RESTRICTED COMMON STOCK
On February 1, 1999 the Company approved the 1999 Restricted Stock
Plan which provides for the issuance of up to 275,000 shares of the
Company's common stock under certain conditions to the Company's
management. On June 30, 1999, the Company issued a total of 275,000
share certificates to several employees including 130,000 to an
executive and director of the Company. The Company recorded
compensation expense during the period ending June 30, 1999 of
$55,000.
(8) OTHER
The Company has approved the spin-off of Creative Products
International, Inc. to shareholders of record on June 30, 1999.
Shareholders shall receive 1/2 share of Creative Products
International, Inc. for each share of Caring Products International,
Inc. common stock owned on the record date.
(9) CONTINGENCIES
The Company is subject to various claims and contingencies related
to lawsuits, taxes and other matters arising in the normal course of
business. Management believes the ultimate liability, if any,
arising from such claims or contingencies is not likely to have a
material adverse effect on the Company's results of operations or
financial condition.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
The following analysis of the results of operations and financial condition
of the Company should be read in conjunction with the consolidated financial
statements, including the notes thereto, of the Company contained elsewhere
in this Form 10-QSB.
OVERVIEW
Caring Products International, Inc. and its subsidiaries (collectively the
"Company" or "CPI") has designed a line of proprietary urinary incontinence
pant and liner products which have been sold under the REJOICE trade name.
These products provide a practical, convenient solution to the special needs
of incontinent adults. The Company has subcontracted the manufacture of its
pant and liner products on a non-contractual basis, as well as the
conversion, storage and delivery (fulfillment) services necessary to deliver
products to customers. Historically, the Company's customer base has been
retail drug stores, home healthcare companies, surgical supply stores and
national drug wholesale companies. To diversify the Company's revenue
sources, the Company has also dedicated resources to the development of a
family of other products in markets in which the Company's two-piece, pant
and liner concept may be applicable. These products are in the development
stage.
RESULTS OF OPERATIONS
Revenues decreased from $788,960 for the three month period ended June 30,
1998 (the "1998 Period") to $154,035 for the three month period ended June
30, 1999 (the "1999 Period"), an 81% decrease. During the 1998 Period the
Company shipped an initial order to one large drug chain. Quarter to quarter,
the Company's sales have historically fluctuated based on the introduction of
a new chain store, whereby sales are higher in order to adequately stock a
chain's shelf and warehouse requirements. The Company also experienced a
reduction in chain re-orders due to significant cost-cutting reduction in
advertising and promotion activities.
Cost of sales decreased from 453,372 for the 1998 Period to $47,955 for the
1999 Period, an 89% decrease. This decrease is primarily attributable to
reduction in sales and sale of certain inventory which had been written down
during the prior fiscal year.
Gross profit for the 1998 period was $335,588 and $106,080 in the 1999
Period, a 68% reduction. Gross profit margins on sales improved from 43% in
the 1998 Period to 69% in the 1999 Period. Gross profit margins may fluctuate
in the future depending on changes in mix of products sold, the mix of sales
distribution channels and other factors such as the sale of inventory with
lower gross profit margins or other reductions in inventory valuation which
may be required depending on the status of the Company's future operations.
OPERATING EXPENSES
Total operating expenses decreased in the 1999 Period to $448,875 from
$901,220 in the 1998 Period, a 50% decrease. Sales and marketing costs
decreased in the 1999 Period to $12,787 from $589,000 in the 1998 Period, a
98% decrease. The reduction in sales expenses was attributable to the end of
paid advertising and most in-store promotional activities in 1999. During the
1998 Period the Company incurred certain costs associated with product
distribution to a new large chain drug store including one-time expenses for
merchandising trays, sales commissions and listing allowances or "slotting
fees."
Depreciation and amortization expense increased from $16,568 in the 1998
Period to $23,695 in the 1999 Period, a 43% increase. General and
administrative costs increased from $295,652 in the 1998 Period to $412,393
in the 1999 Period, a 39% increase. During the quarter, the Company reduced
its administrative staffing associated with the anticipated closing of the
Company's headquarter office. This
8
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savings was offset by an increase in general legal and accounting, associated
with the completion of the Company's fiscal year audit, planning and
organization of the spin-off of Creative Products and regulatory
presentations regarding the Company's NASDAQ listing. On June 30, 1999, the
Company closed its headquarter administrative and marketing offices. The
Company recorded a loss on sale of assets of $84,176 associated with the sale
or disposal of certain office furniture, computers, office equipment and
other equipment associated with the closure of the Company's headquarter
offices. The Company also disposed of approximately $53,000 of inventory not
packaged for standard healthcare or retail distribution.The Company facility
lease ended on June 30, 1999 without financial penalty. The Company also
recorded $55,000 in compensation expense associated with the issuance of
275,000 of restricted shares to various employees of the Company on June 30,
1999.
The Company generated $33,823 in interest income during the 1998 Period and
$11,664 in interest income during the 1999 Period, a 66% reduction. This
reduction is attributable to the Company's lower cash balances held at
various financial institutions. Interest expense during the 1998 Period was
$462 and $741 in the 1999 Period, a 60% increase.
As a result of the foregoing, the Company generated a loss of $416,048 for
the 1999 Period as compared to a net loss of $530,984 for the 1998 Period, a
22% improvement. The Company's net loss per share was $.14 in the 1999 Period
as compared to a net loss of $.19 in the 1998 Period.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its operations through public and
private placement of its equity securities, debt and product sales. Given the
increasing marketing and advertising costs associated with increasing or
maintaining distribution for its incontinence products at large retail drug
chain stores, increased competition and executive management changes, in
early 1999 the Company announced its intent to evaluate all of its strategic
options including seeking licenses for the Company's products, potential
merger or acquisition candidates or obtaining new sources or equity in
addition to cost cutting measures. There is no assurance that any of these
measures will improve the Company's cash flow, reduce the Company's losses or
increase the sales and/or distribution for the Company's products without
increased expense to the Company.
As of June 30, 1999, the Company's principal sources of liquidity included cash
of $628,039, net accounts receivable of $144,148 and inventories of $335,199.
The Company's operating activities used cash of approximately $81,000 during
the 1999 Period. The Company anticipates that the levels of inventories and
accounts receivable will vary commensurate with the Company's sales. The
Company is currently not adding to its inventory through new production.
On October 5, 1995, the Registrant issued an aggregate 10,000,000 Special
Warrants. On May 5, 1998, the Company reduced the exercise price of the
Special Warrants to $1.875 per share (representing the closing price per
share of the common stock on that date). In addition, the Company canceled
and reissued all options outstanding under the 1993 and 1996 Stock Incentive
Plans and reduced the exercise price to $1.875 per share (representing the
closing price per share of the common stock on that date).
In April 1997, Bradstone Equity Partners Inc. ("Bradstone") guaranteed a Cdn
$1.75 million credit facility for the Company from the Toronto Dominion Bank.
In July 1997, the guarantee was increased by $1.25 million to an aggregate of
approximately $3 million. The loans were to be repaid by the Company out of
the net proceed of a proposed public offering. 31,667 warrants issued
pursuant to the guarantee of the bank line of credit were reduced to $1.875
and expired on May 8, 1999.
On December 15 1997, the Company completed a public offering of 1,750,000
units at $5 per unit. Each unit consisted of one share of the Company's
common stock and a five year warrant to purchase one additional share at a
price equivalent to 150% of the unit price. Proceeds from this public
offering were
9
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$6,823,972, net of offering costs. Pursuant to the Underwriter's agreement,
the exercise price of the warrants was reduced at the end of Fiscal 1999 to
$6.
On June 30, 1999 the Company issued 275,000 of restricted stock to certain
employees.
FORWARD-LOOKING STATEMENTS
This Form 10-QSB and other reports and statements filed by the Company from
time to time with the Securities and Exchange Commission (collectively, the
"Filings") contain or may contain forward-looking statements and information
that are based upon beliefs of, and information currently available to, the
Company's management, as well as estimates and assumptions made by the
Company's management.
When used in the Filings, the words "anticipate," "believe," "estimate,"
"expect," "future," "intend," "plan," and similar expressions, as they relate
to the Company or the Company's management, identify forward-looking
statements. Such statements reflect the current view of the Company with
respect to future events and are subject to risks, uncertainties and
assumptions relating to the Company's operations and results of operations,
competitive factors and pricing pressures, shifts in market demand, the
performance and needs of the industries which constitute the customers of the
Company, the costs of product development and other risks and uncertainties,
in addition to any uncertainties with respect to management of growth,
increases in sales, the competitive environment, hiring and retention of
employees, pricing, new product introductions, product productivity,
distribution channels, enforcement of intellectual property rights, possible
volatility of stock price and general industry growth and economic
conditions. Should one or more of these risks or uncertainties materialize,
or should the underlying assumptions prove incorrect, actual results may
differ significantly from those anticipated, believed, estimated, expected,
intended or planned.
10
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PART II
OTHER INFORMATION
<TABLE>
<S> <C>
Item 1 Legal Proceedings.
None.
Item 2 Changes in Securities.
On June 30, 1999 the Company issued 275,000 shares
of restricted common shares to certain employees
of the Company.
Item 3 Defaults Upon Senior Securities.
None.
Item 4 Submission of Matters to a Vote of Security Holders
None.
Item 5 Other Information.
None.
Item 6 Exhibits
27.1 -- Financial Data Schedule
</TABLE>
SIGNATURES
In accordance with 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, hereunto duly authorized.
CARING PRODUCTS INTERNATIONAL, INC.
(Registrant)
Date: August 13, 1999 By:/s/Susan A. Schreter
------------------------
Susan A. Schreter
President
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-QSB FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 628,039
<SECURITIES> 0
<RECEIVABLES> 144,148
<ALLOWANCES> 460,000
<INVENTORY> 335,199
<CURRENT-ASSETS> 1,132,594
<PP&E> 39,025
<DEPRECIATION> 23,695
<TOTAL-ASSETS> 1,367,668
<CURRENT-LIABILITIES> 361,787
<BONDS> 0
0
0
<COMMON> 30,564
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,367,668
<SALES> 106,080
<TOTAL-REVENUES> 106,080
<CGS> 47,955
<TOTAL-COSTS> 448,875
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 84,176
<INTEREST-EXPENSE> 741
<INCOME-PRETAX> (416,048)
<INCOME-TAX> 0
<INCOME-CONTINUING> (416,048)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (416,048)
<EPS-BASIC> ($0.14)
<EPS-DILUTED> ($0.14)<F1>
<FN>
<F1>DUE TO THE NET LOSS POSITION OF THE COMPANY. THE BASIC NET LOSS PER COMMON
SHARE IS THE SAME AS THE DILUTED NET LOSS PER COMMON SHARE. NET LOSS PER SHARE
IS COMPUTED BASED ON THE WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK
OUTSTANDING DURING THE YEAR.
</FN>
</TABLE>
