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FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
----------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
[X] QUARTERLY REPORT PER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED SEPTEMBER 30, 1997.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from ______________to_____________.
Commission File Number 0-9860
BIOSEARCH MEDICAL PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2090421
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
35 INDUSTRIAL PARKWAY, SOMERVILLE, NEW JERSEY 08876-1276
- --------------------------------------------- --------------
(Address of principal executive offices) (Zip Code + 4)
Registrant's telephone number, including area code: (908) 722-5000
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 preceding 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.
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuers classes of
Common Stock, as of the close of the period covered by this report.
Outstanding at
Class September 30, 1997
----- ------------------
Common Stock, without par value 2,202,878
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<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
INDEX TO FORM 10-QSB
SEPTEMBER 30, 1997
Page No.
--------
PART I -- FINANCIAL INFORMATION
Condensed Balance Sheet at September 30, 1997 (unaudited)
and December 31, 1996 ........................................... 3 - 4
Condensed Statements of Operations (unaudited)
for the three month periods and nine month periods ended
September 30, 1997 and September 30, 1996 ........................ 5
Condensed Statements of Cash Flows (unaudited) for the
three month periods and nine month periods ended
September 30, 1997 and September 30, 1996 ....................... 6
Notes to (unaudited) Condensed Financial Statements ................ 7 - 8
Management's Discussion and Analysis of the Financial
Condition and the Results of Operations .......................... 9 - 10
PART II -- OTHER INFORMATION
Signatures ......................................................... 11
2
<PAGE>
PART I
ITEM I -- FINANCIAL STATEMENTS
BIOSEARCH MEDICAL PRODUCTS, INC.
CONDENSED BALANCE SHEETS
ASSETS
September 30 December 31
1997 1996(1)
------------ -----------
Unaudited
CURRENT ASSETS:
Cash and cash equivalents .................. $ 22,816 $ 321,376
Trade receivables .......................... 266,123 182,247
Inventories (note 2) ....................... 391,363 513,551
Other assets ............................... 17,610 30,665
---------- ----------
TOTAL CURRENT ASSETS ................... 697,912 1,047,839
Property, plant and equipment, (net) ......... 1,364,225 1,451,805
Other assets ................................. 8,996 13,580
---------- ----------
TOTAL ASSETS ........................... $2,071,133 $2,513,224
========== ==========
- ----------
(1) Derived from audited financial statements.
(continued)
3
<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
CONDENSED BALANCE SHEETS (continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
September 30 December 31
1997 1996(1)
------------ -----------
Unaudited
CURRENT LIABILITIES:
Current maturities of L/T debt (note 3) ...... $ 693,868 $ 36,788
Customer deposit ............................. -- --
Accounts payable ............................. 312,761 185,653
Accrued liabilities .......................... 104,239 131,693
------------ -----------
TOTAL CURRENT LIABILITIES ................ 1,110,868 354,134
LONG-TERM DEBT (NOTE 3) ........................ -- 662,734
------------ -----------
TOTAL LIABILITIES ........................ 1,110,868 1,016,868
------------ -----------
SHAREHOLDERS' EQUITY:
Common stock, no par value; 5,000,000
shares authorized; issued 2,202,878
at Sept 30, 1997, and at Dec 31, 1996 .... 11,129,954 11,129,954
Accumulated deficit ......................... (10,138,450) (9,602,359)
Treasury stock, at cost; 7,920 shares
at Sept 30, 1997 and at Dec 31, 1996 ..... (31,239) (31,239)
------------ -----------
TOTAL SHAREHOLDERS' EQUITY .............. 960,265 1,496,356
------------ -----------
$ 2,071,133 $ 2,513,224
============ ===========
- ----------
(1) Derived from audited financial statements.
See accompanying notes to
unaudited condensed financial statements.
4
<PAGE>
<TABLE>
BIOSEARCH MEDICAL PRODUCTS, INC.
CONDENSED STATEMENTS OF OPERATIONS
Unaudited
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------------- -------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues, net ...................... $ 550,508 $ 642,721 $1,227,657 $2,010,661
Cost of goods sold ................. 398,650 600,980 1,075,490 1,887,209
---------- ---------- ---------- ----------
Gross profit ....................... 151,858 41,741 152,167 123,452
Selling, general and
administrative costs ............. 209,953 296,851 650,363 915,975
---------- ---------- ---------- ----------
Operating loss ..................... (58,095) (255,110) (498,196) (792,523)
Other income/(expense):
Interest expense ................. (21,339) (20,589) (55,360) (62,933)
Other, net ....................... 8,000 3,482 17,465 11,610
---------- ---------- ---------- ----------
(13,339) (16,982) (37,895) (51,323)
---------- ---------- ---------- ----------
Pre-tax net income/(loss) .......... (71,434) (272,092) (536,091) (843,846)
Federal income taxes
NET INCOME ......................... $ (71,434) $ (272,092) $ (536,091) $ (843,846)
========== ========== ========== ==========
NET INCOME PER COMMON SHARE ........ $ (.03) $ (.12) $ (.24) $ (.38)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES ................. 2,202,878 2,202,858 2,202,878 2,202,858
========== ========== ========== ==========
See accompanying notes to
unaudited condensed financial statements.
</TABLE>
5
<PAGE>
<TABLE>
BIOSEARCH MEDICAL PRODUCTS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Unaudited
<CAPTION>
Increase/(Decrease) in Cash and Cash Equivalents
---------------------------------------------------
Three Months Ended Nine Months Ended
September 30 September 30
----------------------- -----------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income .............................................. $ (71,434) $(271,591) $(536,092) $(843,345)
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH USED IN OPERATING ACTIVITIES:
Depreciation and amortization ...................... 22,380 20,550 64,376 61,650
--------- --------- --------- ---------
Sub total ...................................... 22,380 20,550 64,376 61,650
--------- --------- --------- ---------
CHANGES IN ASSETS AND LIABILITIES:
(Increase)/decrease in accts receivable ............ (70,177) (157,508) (83,875) (215,716)
Decrease/(increase) in inventory ................... 33,013 56,366 122,187 228,378
Decr/(incr) in other current assets ................ 14,200 2,604 13,055 (34,574)
Increase in other assets ........................... 865 413,266 4,584 679,283
(Decrease)/increase in accounts payable ............ 23,626 (5,849) 127,108 50,809
Decrease in other liabilities
and customer deposits ............................ 673,651 44,242 629,827 (81,452)
--------- --------- --------- ---------
Sub total ............................. 675,178 353,141 812,686 626,728
--------- --------- --------- ---------
Total adjustments ....................................... 697,558 373,691 877,062 688,378
--------- --------- --------- ---------
Net cash used in operating activities ................... 626,124 102,100 340,970 (154,967)
--------- --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ............................... (8,117) (16,735) 23,204 (120,536)
Net cash provided by investing activities ............... (8,117) (16,735) 23,204 (120,536)
--------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term borrowings ......... (647,883) (8,481) (662,734) (24,486)
--------- --------- --------- ---------
Net cash used in financing activities ................... (647,883) (8,481) (662,734) (24,486)
--------- --------- --------- ---------
Net increase/(decrease) in cash & cash equivalents ...... (29,876) 76,884 (298,560) (299,989)
Cash & cash equivalents at beginning of period .......... 52,692 191,219 321,376 568,092
--------- --------- --------- ---------
Cash & cash equivalents at end of period ................ $ 22,816 $ 268,103 $ 22,816 $ 268,103
========= ========= ========= =========
See accompanying notes to
unaudited condensed financial statements.
</TABLE>
6
<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Unaudited
1. BASIS OF PRESENTATION
The accounting policies followed by the Company are set forth in Note 1 of
Notes to Condensed Financial Statements in the 1996 Annual Report on Form
10-KSB.
In the opinion of the management of the Company, the accompanying condensed
financial statements contain only normal and recurring adjustments necessary for
the fair presentation of the Company's financial position as of September 30,
1997 and the results of operations for the three month periods and nine month
periods ended September 30, 1997 and September 30, 1996 and the statement of
cash flows for the three month periods and nine month periods ended September
30, 1997 and September 30, 1996.
The results of operations for the three month periods and nine month
periods ended September 30, 1997 are not necessarily indicative of the results
to be expected for a succeeding quarter or for the full year.
2. INVENTORIES
September 30, December 31,
1997 1996
------------- ------------
Unaudited
Finished Goods ............................... $ 23,482 $130,432
Work In Process .............................. 140,891 167,897
Raw Materials ................................ 226,991 215,222
-------- --------
$391,364 $513,551
======== ========
7
<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Unaudited
3. LONG-TERM DEBT
September 30, December 31,
1997 1996
------------- ------------
Unaudited
Note payable -- bank (a) ..................... $693,868 $699,522
Less current maturities ...................... 693,868 36,788
-------- --------
Long-term debt ............................... $ 0 $662,734
======== ========
- ----------
(a) This note is secured by a first mortgage on the Company's Somerville, New
Jersey facility and miscellaneous equipment, and represents Economic
Development Authority ("EDA") funds. The note bears an interest rate of 75%
of prime with a minimum interest rate of 11.25% and a maximum interest rate
of 22.5%. The principal is payable in varying monthly installments of
principal and interest, with the final payment April 1, 2007.
Since the Company has not made a payment since 5/28/97, Summit Bank has
notified the Company, by letter dated 8/25/97, that the Company is in default.
The bank has exercised its right under the loan documents to declare immediately
due an payable the entire remaining outstanding balance as of 8/19/97. The total
amount due at 11/1/97 including principal, accrued interest and late fees
amounts to $756,326. The Company , as of November 5, 1997, has an agreement in
principal to sell the building and use the proceeds to pay off the Summit Bank
debt The sale includes a leaseback of 17,000 sq. ft. for a term of up to 36
months. The agreement for sale has a variety of contingencies, such as a
$900,000 mortgage, environmental criteria and is subject to an inspection. There
is no assurance that all these contingencies will be met.
4. COMMITMENTS AND CONTINGENCIES
There are no claims or actions against the Company which will materially
effect its financial statements.
8
<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenues were $550,508 for the three months ended September 30, 1997, down
$92,213 or 14.3% compared to revenues of $642,721 for the prior year three month
period. Revenues for the nine months ended September 30, 1997 were
$1,227,657, down $783,005 or 38.9% compared to last year's $2,010,661.
Gross profit for the third quarter 1997 was up $110,117 to $151,858 from
$41,741 or 2.0% of sales, for the same period in 1996, showing a continuation of
positive gross margins versus prior periods. Nine month figures reflect the same
trend, gross profit increasing $28,715 or 23.3% from $123,452 or 6.1% of sales
to $152,167 or 12.4% of sales. The increase in gross profit is due primarily to
the cost reductions implimented in 1996 which reduced operating expenses to the
level warranted by our sales volumes.
The operating loss for the third quarter 1997 was $58,095 or 4.7% of sales.
This represents a decrease in the loss of $197,015 or 77.2% compared to the 1996
loss of $255,110 or 39.7% of sales during the same period last year. Year to
date 1997, the operating loss is $498,196 or 40.6% of sales against a loss of
$792,523 or 39.4% of sales for 1996. These losses are largely due to the
decrease in sales volumes in 1997 versus 1996 offset by significant cost
reductions attained in the sales and general administration area during this
period.
The net loss for the third quarter 1997 was $71,434 or 13.0%, which was
$200,658 or 73.7% less than 1996 third quarter net loss of $272,092 or 42.3% of
sales. As of September 30, 1997 the year to date net loss is $536,091 or 43.7%
of sales, which is less by $307,755 or 36.5% from last years loss of $843,846 or
43.0%. The net loss is significant in that it is based on less sales and shows
significant cost reductions attained.
9
<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating activities generated $626,124 for the third quarter
1997, and year to date 1997 generated $340,970. Investing activities used $8,117
during the third quarter 1997 and generated $23,204 year to date, while
financing activities used $647,883 and $662,734 for the same periods. The
overall cash flow decreased by $298,560 for the nine months ended September 30,
1997.
For the three month period ended September 30, 1997 the Company's cash
usage was due primarily to the third quarter loss of $71,434, offset by a
generation of cash amounting to $41,558 in all other assets and liabilities.
During the third quarter, the Company had to reclassify its mortgage debt from
long term to short term as explained in Item 3 under Notes To Condensed
Financial Statements.
Management believes that the ability of the Company to operate as a going
concern is dependent on obtaining financing for working capital and paying off
the Summit Bank debt. As of November 5, 1997 the Company has an agreement in
principal to sell the building and use the proceeds to pay off Summit Bank.
There is no assurance that the Companys' operations will generate sufficient
cash flow to meet its obligations. The Company is continuing to negotiate
additional financing. To date, however, the Company has no available line of
credit. There is no assurance that the Company's revenues will attain the
volumes needed to meet operations.
The Company continues to focus all its efforts on its urology business,
including its intermittent urinary catheter line and its biofeedback unit for
treating urinary incontinence among males and females, for which it just
received FDA approval, and its OEM business. The Company is continuing to wait
for its CE mark registration, which is expected in early 1998, to open up the
European market to its products and allow it to build additional relationships
with other large medical product companies who have not received their
certification and wish to sell their products in Europe.
10
<PAGE>
PART II -- OTHER INFORMATION
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.
BIOSEARCH MEDICAL PRODUCTS, INC.
Dated: November 13, 1997 /s/ MANFRED F. DYCK
--------------------------------------
Manfred F. Dyck
President and Principal
Executive Officer and Director
Dated: November 13, 1997 /s/ ROBERT C. KELLER
--------------------------
Robert C. Keller
Treasurer
Chief Financial and Accounting Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 22,816
<SECURITIES> 0
<RECEIVABLES> 266,123
<ALLOWANCES> 0
<INVENTORY> 391,363
<CURRENT-ASSETS> 697,912
<PP&E> 4,227,851
<DEPRECIATION> 2,863,626
<TOTAL-ASSETS> 2,071,133
<CURRENT-LIABILITIES> 1,110,868
<BONDS> 0
0
0
<COMMON> 11,129,954
<OTHER-SE> (10,138,450)
<TOTAL-LIABILITY-AND-EQUITY> 2,071,133
<SALES> 550,508
<TOTAL-REVENUES> 550,508
<CGS> 398,650
<TOTAL-COSTS> 398,650
<OTHER-EXPENSES> 209,953
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 21,339
<INCOME-PRETAX> (71,434)
<INCOME-TAX> 0
<INCOME-CONTINUING> (71,434)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (71,434)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
