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FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K SB-A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the fiscal year ended DECEMBER 31, 1998.
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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
35 INDUSTRIAL PARKWAY, SOMERVILLE, NEW JERSEY 08876-1276
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(Address of principal executive offices) (Zip Code + 4)
Registrant's telephone number, including area code: (908) 722-5000
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which registered
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NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, WITHOUT PAR VALUE
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(Title of class)
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 by check mark if the disclosure of delinquent filers pursuant to
item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to this form 10-K. [ ]
THE AGGREGATE MARKET VALUE ON MARCH 28, 1999 OF VOTING STOCK HELD BY
NON-AFFILIATE OF THE REGISTRANT IS ESTIMATED TO BE $250,000.
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANTS COMMON STOCK, NO PAR
VALUE, AT MARCH 28, 1999 WAS 2,202,878.
List hereunder the documents, all or portions of which are incorporated by
reference herein, and the Part of the Form 10-K into which the document is
incorporated: Proxy Statement to be filed with respect to the 1998 Annual
Meeting of the Shareholders, Form 8-K and Form 8 filed prior to this 10-K --
Part III.
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<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL
Biosearch Medical Products Inc. (the "Company") was incorporated in the
State of New Jersey on September 17, 1975. The Company's early business emphasis
was on contract research and development of medical devices and systems for
larger medical product companies. During 1982, the Company successfully made its
initial public offering. The Company had designed and successfully marketed
under its own Dobbhoff(R) trademark, a small bore feeding catheter which quickly
became the enteral industry's feeding device standard.
Later, in 1983, other developments led the Company into the Enteral Food
Business with its introduction of Entri-Pak(R), the first ready-to-use
disposable feeding bag, which was pre-filled with Entrition(R), a specially
developed nutritional formula available in many caloric and fiber content
formulations. Entri-Pak was manufactured by the Company's former subsidiary,
Pouch Laboratories, Inc.
The dominance of the enteral food market by larger medical product
companies and reimbursement changes in the Federal Government Medicare System
prompted the Company's decision to reassess its business objectives. The Enteral
Food Business was then sold in June, 1991 to Clintec Nutrition Company
("Clintec") of Deerfield, Illinois (an affiliate of Baxter Healthcare
Corporation and Nestle, SA). This transaction provided the Company with needed
funds to continue pursuing its strength, which is the development of new
products for the medical device market. The Company has since expanded its
innovative medical device focus and continues to develop, manufacture and market
products designed for medical and surgical applications.
Throughout the Company's history innovative products have been developed
and marketed directly to hospitals, alternative healthcare centers and through
distributors, both domestic and international. Although, in the opinion of the
Company, its products remained superior, offering many advantages over
competitor products, the Company could not foster the strength nor demand the
recognition which the Company felt its products deserved. To this end, the
Company found themselves competing against organizations which had immense sales
and distribution networks and greater financial strength as well. Other factors
involving the FDA regulatory climate for medical devices continues to lengthen
the time necessary to have medical device approvals granted. The products are
classified by the U.S. Food and Drug Administration ("FDA") as Class II
regulated devices. FDA Class II regulated devices are required to meet
established performance standards and a pre-market notification via submission
of a 510(k) pre-market notification. See "Government Regulation".
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GENERAL (continued)
In order to remain a viable business, sustaining cash flow through cost
reduction and avoidance has remained a top corporate-wide priority. Incremental
spending reductions were put into effect as lower production volumes for the
older line products continued. In 1994, the Company completed negotiations with
a large medical products company and formed a strategic alliance for the purpose
of increasing sales volumes. The arrangement provided the Company with cash
which was desperately needed to maintain longer term operations.
The strategic alliance was with Sherwood Medical Company ("Sherwood") a
leading manufacturer and marketer of medical products and a subsidiary of
American Home Products Corporation (NYSE: AHP), a New Jersey based diversified
healthcare company. See "Marketing and Customers"
The Company holds an exclusive, world-wide, license to apply
Hydromer(R), a patented coating technology, to certain medical devices pursuant
to licenses and royalty agreements entered into between the Company and
Hydromer, Inc., an affiliated company. See "Patents, Trademarks and Material
Contracts" below. The Hydromer coating ("Hydromer"), a polymer product, is
applied onto several of the Company's medical devices. When the Hydromer coated
device is subsequently moistened with water, the device's surface will become
significantly lubricous. The alternative to Hydromer is to dip or smear other
more conventional lubricating substances on the surface of the medical device.
The Company does not believe that there is any other product available which
performs in a manner comparable to Hydromer in terms of bonding and lubricity.
In the opinion of the Company there are many opportunities for the
application of Hydromer in the medical device industry and would expand its
licensing of the Hydromer coating technology for newly developed products.
Presently, the Company uses Hydromer on its contract manufacturing of enteral
feeding tubes, gastrointestinal devices and its surgical products (stents and
coagulation probes), along with its intermittent urinary catheters.
The Hydromer coating facilitates the insertion of enteral feeding tubes
into the patient and reduces their discomfort during the medical procedure. The
Hydromer also facilitates the removal of the placement stylet which has been
inserted through the tube to position it properly in the patient's body. The
Company has applied the Hydromer to its line of biliary stents and coagulation
probes. When applied to the interior wall of the stent, Hydromer has been shown
to significantly increase the life of the implanted device. The need to
regularly replace the device has been reduced and thus, may lessen the patient's
frequency of enduring the trauma of replacement procedures. When applied to the
tip of a coagulation probe the moistened Hydromer allows the instrument's clean
removal after an ulcerated area has been coagulated with the device. Therefore
the ulceration is not re-injured after the surgical procedure.
The Company received ISO 9000 certification on October 9, 1996, which
is needed to sell products in Europe. The Company feels this certification will
open the European market to its products and will also allow it to build
additional relationships with other large medical products companies, who for
whatever reason, have not received their certification and wish to sell their
products in Europe.
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PRODUCTS & CONTRACT SERVICES
PRODUCTS
Historically, the Company designed, manufactured and marketed Enteral
Feeding Devices and Specialty G.I. Products. However, during 1994, the company
entered into agreements with Sherwood Medical Company which formed with them a
strategic business alliance. The alliance drastically changed the structure of
the Company's business. The majority of the Company's current manufacturing is
now largely focused on its intermittent urinary catheters but current purchase
orders expired in June 1998 and its hemostatic coagulation probe line, whose
sales have increased drastically due to OEM manufacturing for two large
customers, U.S. Endoscopy and Wilson-Cook. The Company continues to explore
other business opportunities, develop new medical products and market their
remaining products, e.g., Biofeedback for anorectal dysfunction applications and
its indwelling biliary stents through direct customer and contract manufacture.
Sales of contract manufactured products during 1998 were approximately 77%
of total revenue compared to approximately 80% for the same period of 1997. The
Company considers that its products and services compete in the business segment
of the "Medical Device" industry involving research, development, manufacturing
and sales.
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BIOSEARCH PRODUCT HISTORY SUMMERY
<TABLE>
<CAPTION>
====================================================================================================================================
SELL TO SELL REGULATORY
PRODUCT ACTIVE STATUS OEM DEALERS DIRECT DEVICE FUNCTION STATUS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bipolar YES Active Product YES YES YES Device is used to coagulate FDA 510(k)
Coagulation bleeding in the GI Tract via an ISO CE
Probes endoscope and RF generator.
- ------------------------------------------------------------------------------------------------------------------------------------
Biliary Stents YES Active Product NO YES YES Device is used to restore bile FDA 510(k)
fluid flow into intestine. ISO CE
- -----------------------------------------------------------------------------------------------------------------------------------
Anorectal YES Active Product NO YES YES Device is used to help patients FDA 510(k)
Biofeedback perform Kegal exercises to ISO CE
assist with fecal constipation
and incontinence.
- ------------------------------------------------------------------------------------------------------------------------------------
Perineometer & NO Item requires NA NA NA Device will assist females with FDA 510(k)
Vaginal Probe production tooling. vaginal Kegal exercises to assist
with urinary incontinence.
- ------------------------------------------------------------------------------------------------------------------------------------
Enteroclysis YES Active Product YES YES YES Device is used for deep FDA 510(k)
Catheter intestinal decompression and ISO CE
radiology.
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Enteral Admin. YES Active Product NO YES YES Devices are used to administer FDA 510(k)
Sets enteral food via bags and tubing ISO CE
sets leading to patient catheters.
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Jejunostomy YES Active Product YES YES NO Devices are used to administer FDA 510(k)
Catheters enteral food via a PEG Tube. ISO CE
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Intermittent YES Sold to C.R.BARD YES NO NO Devices are used to drain urine FDA 510(k)
Urinary Tubes on Feb. 1999. We on a short term basis. ISO CE
are Manufacturing
for BARD.
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Pee Wee Device NO Sold to C.R.BARD NA NA NA Device is used to feed into the FDA 510(k)
(1994) stomach via a stoma.
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Enteral Feeding NO Sold to Nutricia- NA NA NA Device is used to pump enteral FDA 510(k)
Pump Holland (1991) formula into a patient.
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Feeding NO Sold to Sherwood NA NA NA Device is used to administer FDA 510(k)
Gastrostomy Medical (1994). enteral formula into a patient
Catheters Could begin via a gastric stoma.
marketing in 05/99
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Nasogastric NO Sold to Sherwood NA NA NA Device is used to administer FDA 510(k)
Feeding Medical (1994). enteral formula into a patient
Catheters Could begin via a naso-gastric route.
marketing in 05/99
- ------------------------------------------------------------------------------------------------------------------------------------
Enteral Food NO Sold to Clintec NA NA NA Special liquid food to be used FDA 510(k)
Product Line (1991) with Enteral Catheters.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
5
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CONTRACT RESEARCH & DEVELOPMENT
The Company derived no revenue from contract research & development
arrangements during 1998 and 1997 revenue was less than 1% of total Company
revenue. From time-to-time, the Company may be contracted by larger medical
product companies to develop or assist in the development of prototype medical
devices. The Company continues to explore opportunities in this area of business
as it aligns itself with larger medical product companies for contract
manufacturing and original equipment manufactured ("OEM") products.
MARKETING AND CUSTOMERS
Through 1989, the Company marketed many of its products including a line of
dietary products to the alternate care market. However, the dominance in this
market by larger medical product companies for enteral food products and
reimbursement changes in the Federal Government Medicare System prompted the
Company's decision to reassess its business objectives. The Company subsequently
curtailed its selling activities in the alternate care market and in August
1989, laid off its dietary sales force. In late 1991, management attempted to
expand its sales distribution network by using independent manufacturer
representatives ("IMR") and focus on the G.I. Lab market with devices carrying a
higher return on investment than nutritional products. However, by mid-1992,
after experiencing disappointing marketing results using this distribution
channel, the Company began to restructure its marketing of these products by
using other sales distribution outlets including the expansion of its private
label and OEM network.
The Company had distribution arrangements, renewable on an annual basis, in
many of the countries in which its products were sold. In connection with the
Sherwood agreement many of the remaining international distribution arrangements
have been terminated. The remaining distributors operate on an order by order
basis pursuant to the Company's terms and conditions of sale and/or past
practices. Sales are made directly by the Company to its distributors who, in
turn, determine prices to customers and service customer accounts.
By mid-1993, the Company announced it had entered into an exclusive
technology and patent license agreement with Nutricia, B.V. In connection with
the agreement the Company has sublicensed one of two Hydromer technology and
patent licenses. The agreement provides Nutricia with the right to manufacture
and sell, under their name, the Company's former line of enteral and surgical
products in Europe, Africa, Australia and Asia, with the exception of Japan,
while reserving the Company's rights to sell its products, now restricted by the
Sherwood agreement, and in connection with the Company's trademarks/tradenames.
The Company received $300,000 cash which was recorded in other income in 1993,
and will receive a 5% royalty for the life of patented products. There were no
royalties in 1998 or 1997.
The agreement with Nutricia, B.V. provides for the development of products
by both companies per a five year non-cancellable cooperative arrangement. This
European partner had been expected to retain the Company's innovative research
and development abilities for additional fees but this had not materialized. The
rights to any new products subsequently developed will be individually
negotiated. Any other similar new product developed independently by either
party will be subject to the right of first refusal by the other. The Company
sent a notice of termination by registered mail on February 3, 1997.
6
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MARKETING AND CUSTOMERS (continued)
In early 1994, the Company appointed C.R.Bard as a distributor of certain
specialty G.I. products, specifically, the Company's "J-Tubes" and the related
accessories. The distributor was also licensed to manufacture the "J-Tubes".
This agreement, together with the above agreements accomplished part of the
Company's business strategy of expanding its private label and OEM product
manufacturing and distribution network.
Through mid-1994, the majority of the Company's medical devices were sold
directly to customers and distributors, who in turn sell them directly to
hospitals and other medical institutions and facilities and to smaller
distributors concentrating on the home health care market. The Company also
manufactured and sold its products to larger medical product companies on a
private label and OEM basis as discussed above.
In May 1994, the Company successfully negotiated several agreements with
Sherwood Medical Company which provided the Company with much needed cash to
operate the business. In addition, the Company licensed and sub-licensed certain
patented technology. The two year supply agreement , agreed to by the Company ,
expired in 1996. The Company agreed to a five year covenant not to manufacture
or sell medical devices promoted for gastrointestinal feeding or gastric
decompression. A two and one half year supply agreement was also signed on the
Company's "J-Tube" products subject to existing agreements with other companies
which expired in 1996.
Sales of the Company's products to specific customers may, at times, be
significant to the overall revenues of the Company. During 1998, Sherwood
Medical Company accounted for approximately $10,000, or less than 1% of the
Company's revenues, approximately $514,000 or 27% of the Company's revenues
during 1997 and approximately $1,951,000 or 74% in 1996. Sales to Smith
Industries Medical Systems/Portex Ltd. amounted to $596,000 or 49% versus
$700,000 or 36% in 1997 and $114,000 or 4% in 1996, and Bard Interventional
amounted to $234,000 or 19% versus sales of $225,000 or 12% in 1997 and $200,000
or 8% in 1996. No other single customer accounted for more than 10% of the
Company's revenue in 1998, 1997, or 1996. In May 1996 the agreement was
completed and the Company will continue to do OEM work for Sherwood Medical on a
purchase by purchase order basis. The company has refocused its efforts on the
manufacture and selling of the Endoscopic Product line through its developing
dealer network and with its ISO 9000 certification, the development of the line
in Europe along with the continuation of its contract manufacturing, using the
Company's extensive coating technology and its proprietary processes for coating
medical devices , for medical product companies without this certification.
COMPETITION
The market for private label, OEM and contract manufacturing of medical
devices is highly competitive and subject to rapid technological change.
Management considers the most significant competitive factors in its market to
be product innovation, quality of customer service and satisfaction, reliability
of product performance plus, competitive pricing, terms of purchase, and
dependability of product on-time delivery.
The Company believes that its products have significant characteristics
which differentiate them from available competing products in the medical device
market. As indicated under "General" above, these characteristics are in part
attributable to the application of Hydromer to certain of the Company's
products. One distinguishing feature of the Company's line of "Biliary Stents",
compared to many competitors' devices, is the application of Hydromer to the
interior wall of the stent. Hydromer has been shown to significantly increase
the life of the implanted device. The need to regularly replace the device has
been reduced and thus, may lessen the patient's frequency of enduring the trauma
of replacement procedures. Additionally, when applied to the tip of the
Company's line of "Coagulation Probes" the moistened Hydromer allows the
instrument's clean removal after an ulcerated area has been coagulated with the
device. Therefore the ulceration is not re-injured after the surgical procedure.
7
<PAGE>
COMPETITION (continued)
There can be no assurance that, as market acceptance of Hydromer's patented
technology as applied to medical devices increases, alternatives to the
Company's products, with similar products, properties and applications, could
not be developed by other companies. The industry in which the Company competes
is characterized by rapid technological advances and includes competitors which
possess significantly greater financial resources and research and manufacturing
capabilities, larger marketing and sales staffs, and longer established
relationships with customers than does the Company. Moreover, the Company's
products and services encounter and will encounter significantly more
competition in both domestic and European markets as a consequence of the
relatively greater market presence of competing corporations. Competitors range
from small specialized firms to large diversified companies, many of which have
resources substantially greater than those of the Company. Furthermore, United
States Government health care cost containment efforts may have an adverse
affect on prices that the Company can charge for its products.
BACKLOG
The Company maintains a high degree of service for its customers by
shipping its product within the predetermined time allotments usually
established by the customer. Delivery of product may be required anywhere from a
few days to several weeks from receipt of an order. Backlog, which are orders
placed and not yet shipped, was approximately $300,000 and $675,000 as of
December 31, 1998 and 1997, respectively.
PRODUCTION AND QUALITY CONTROL
The principal raw materials utilized in the production of the Company's
products is United States Pharmacopeia ("USP") class VI grade polyurethane. This
polyurethane is manufactured to the Company's specifications and is purchased in
pellet form to be subsequently processed at the Company's facilities via
extrusion or injection molding. Considerably all materials employed in the
manufacturing process are purchased domestically and can generally be obtained
from a number of sources at competitive prices. The Company maintains what it
considers to be adequate inventories of the raw materials used in its production
processes. The Company has experienced no substantial shortages of any raw
material employed in its production processes. In its manufacturing and other
processes, the Company follows procedures designed to maintain a high level of
quality in its medical devices. Such procedures include adherence to precise
specifications which are continually reviewed and upgraded by the Company for
both product integrity and packaging materials. A staff of quality assurance
employees with technological expertise is maintained by the Company at its
manufacturing facilities.
The Company, beginning in 1995, initiated a program to ensure that its
products conform to the European Community legislation for medical devices.
Conformance is demonstrated by affixing the CE mark to the products made by the
Company. The Company has met the requirements of the ISO (international
organization for standardization) standard by certification to ISO 9001 on
October 9, 1996. The standard requires the Company to design and manufacture
products according to a rigorous quality system. In addition, the Company has
employed British Standards Institution Inc. to serve as its notified body and is
directing its efforts to BS EN ISO 9000 registration. Four of the products made
by the Company were approved for registration to carry the CE Mark on September
29, 1998.
8
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RESEARCH AND DEVELOPMENT
The Company's research and development activities have been primarily
devoted to the development and enhancement of the products described above and
to the design and development of new products. In connection with this
innovative development ability the Company, from time-to-time, may be contracted
by larger medical product companies to develop or assist in the development of
prototype medical devices. A portion of the Company's overall business objective
is to continue promoting this area of the business as it aligns itself with
larger medical product companies. Further, the Company has and continues to
utilize certain physicians and surgeons, who are recognized in their field of
expertise, for product development and evaluations. Remuneration to these
medical professionals for their efforts may be in the form of royalties
contingent on the products being subsequently marketed and revenue streams
generated. It is estimated that less than $25,000 has been spent during 1998 and
1997.
PATENTS, TRADEMARKS AND MATERIAL CONTRACTS
The Company holds an exclusive, world-wide license to use certain Hydromer
which were in existence in 1982 and any patents which are improvements thereto
in connection with "enteral feeding products". Two of the patents have expired
in March of 1998 and two current patents now in effect are considered
improvements. The Company under a covenant not to compete with Sherwood cannot
design or build these products until May 20, 1999. The Company is exploring the
feasibility of manufacturing enteral feeding products after the covenant
expires. The two current patents which are improvements to the original licensed
patents, last expire in 2005. Foreign patents based on these patents are in
effect in Belgium, Canada, France, Germany, Japan, Luxembourg, Netherlands and
England.
As to all other products made by the Company any licenses with Hydromer
were terminated with the expiration of the earlier granted Hydromer Patents.
Until May 1994, the Company held the rights to several trademarks (among
others "Dobbhoff", "Entriflex", "Hydroflex", "Pedi-Tube" "Entrimit", and
"Entri"), in the United States and abroad. These trademarks were conveyed to
Sherwood as part of the asset purchase agreement dated May 19, 1994 between
Sherwood Medical Company and Biosearch Medical Products, Inc. See note 4,
"Disposition of Assets - Sherwood Medical Company Agreement".
The Company uses the trademark "Hydromer" pursuant to the terms of a
license. The Company regards such trademarks to be of material importance to its
business. The Company's now existing registrations in the United States have a
term of twenty (20) years, renewable for a second term of ten (10) years.
(Registrations and renewals granted after November 16, 1989 have a term of nine
years.) The initial terms of the foregoing trademark registrations will not
expire before 1998.
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PATENTS, TRADEMARKS AND MATERIAL CONTRACTS (continued)
The Company has a material contract with Sherwood Medical Company which was
announced on May 20, 1994. The agreement provided for the sale of all assets,
except inventories, used exclusively in the manufacture, sale and distribution
of substantially all of its enteral access device business, including trademarks
to Sherwood Medical Company. In addition, the Company licensed and sub-licensed
certain patented technology. The Company agreed to a two year supply agreement
of the same products with annual minimum purchases of $2,500,000 at cost plus
ten percent. The Company agreed to a five year covenant not to manufacture or
sell medical devices promoted for gastrointestinal feeding or gastric
decompression. A two and one half year supply agreement was also signed on the
Company's "J-Tube" products subject to existing agreements with other companies.
This two year supply agreement expired in May 1996.
In addition to the Sherwood agreement, the Company has OEM relationships
with C.R. Bard, United States, U.S. Endoscopy, United States and Smith
Industries Medical Systems, England. The Company manufactures products for these
clients under the clients' label.
The Company and the Company's President have agreed not to compete with
Sherwood Medical Company, with respect to enteral feeding and gastric
decompression devices for a period of five (5) years beginning May 19, 1994.
This agreement was negotiated in connection with the sale of assets and
resulting license and supply agreements. (See note 4, "Disposition of Assets -
Sherwood Medical Company Agreement").
GOVERNMENT REGULATION
The Company's medical products come under the jurisdiction of the United
States Federal Food and Drug Administration ("FDA"), an agency of the Federal
Department of Health and Human Services, as well as other federal, state and
local agencies, and similar agencies in other countries.
Substantially, all of the Company's medical device products have been
classified by the FDA as Class II regulated devices. In accordance with section
510(k) of the Federal Food, Drug, and Cosmetic Act and the Safe Medical Devices
Act of 1990 ("SMDA") a pre-market notification must be submitted informing the
FDA of the Company's intent to place the device into commercial distribution. A
device cannot be commercially distributed in the United States until the FDA
finds the device substantially equivalent to existing devices marketed in
interstate commerce prior to May 28, 1976, the enactment date of the medical
device amendments.
Since the Company's devices come under the jurisdiction of the FDA, the
Company and such products are subject to FDA regulations which, among other
things, allow for the conduct of detailed inspections of device manufacturing
establishments and require adherence to current good manufacturing practices
("CGMP") for the manufacture and design of medical devices. Noncompliance with
applicable regulations promulgated by such agencies can result in criminal
and/or civil penalties, voluntary recall, seizure of products, total or partial
suspension of production and refusal to process applications for product review.
The Company makes every effort to continually monitor its compliance to CGMPs
and does not believe that these regulations will have a material adverse effect
on its business.
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ENVIRONMENTAL MATTERS
The Company is subject to the regulatory jurisdiction of Federal, State and
local agencies regarding the protection of the environment. It is classified as
a "small hazardous waste generator" as a result of using plastic adhesives in
its process. The Company has been able to comply with the various laws and
regulations without any material adverse affect on its business.
There are no legal proceedings or claims involving environmental issues and
the Company is of the opinion that its operational methods are adequate to
prevent any such claim or proceeding from arising.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The executive officers and other significant employees of the Company are
as follows:
AGE
DECEMBER 31,
NAME 1998 POSITION WITH THE COMPANY
---- ------------ -------------------------
Manfred F. Dyck ........ 63 Chairman of the Board of
Directors, President and
Director
Robert J. Moravsik ..... 56 Vice President - General
Counsel and Secretary
Robert C. Keller ....... 60 Treasurer & Chief Accounting
Officer
Martin C. Dyck ......... 37 Vice President - Operations,
New Product Development Coordinator
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EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES (continued)
MANFRED F. DYCK has been the President of the Company and Chairman of the
Board since its inception. Previously, Mr. Dyck was engaged in biomedical
product development at Ethicon, Inc., a manufacturer of medical devices and a
subsidiary of Johnson & Johnson, and served as a member of the president's staff
at Cordis Corporation, a manufacturer of medical devices from 1965 to 1971. Mr.
Dyck has been the Chairman of the Board of Hydromer, Inc. ("Hydromer") a company
formed for the purpose of developing polymeric complexes for commercial use
since 1980. Prior to that time Mr. Dyck was President of Hydromer, which was,
until 1983, a subsidiary of the Company. From 1979 to 1986 Mr. Dyck was a
director of CardioSearch, Inc., a manufacturer of cardiovascular devices. He
devotes most of his business time to his responsibilities with the Company.
ROBERT J. MORAVSIK has been Vice President - General Counsel and Secretary
since January 1987. Mr. Moravsik served as Vice President - General Counsel and
Secretary of Fisher Stevens, Inc. from 1978 to 1986. He is a member of the Bar
of the State of New Jersey, the State of New York, the Federal District Courts
of New Jersey and New York and the United States Supreme Court.
ROBERT C. KELLER has been Treasurer and Chief Accounting Officer since July
1995. Prior to this appointment, Mr. Keller was the accounting manager and
controller for Mailing Services Inc. He joined Mailing Services as an Accounting
Manager in 1985. Prior to that he held positions of increased responsibility
with Midland Ross Corp. from 1980 to 1985, Johnson & Johnson from 1976 to 1980,
Quaker Oats Co. from 1972 to 1976 , and Beecham Pharmaceutical from 1966 to
1972.
MARTIN C. DYCK has been Vice President of Operations, New Product
Development Coordinator since January 1993. For the previous three years, Mr.
Dyck was the Director of Manufacturing and New Product Development Coordinator.
He joined the company in 1986 as a Junior Financial Assistant and R&D Supervisor
of the Company's second shift Pilot Plant Operations.
The executive officers of the Company serve at the discretion of the Board
of Directors (except for Manfred F. Dyck who has an employment agreement
providing for 6 months notice prior to termination) and are active in its
business on a day-to-day basis. No family relationship exists between any of the
foregoing persons except Manfred Dyck and Martin C. Dyck who are father and son.
EMPLOYEES
As of December 31, 1998 the Company had 23 employees compared to 56
employees as of December 31, 1997. Currently, the Company has no foreign
facilities or employees located abroad and it is not a party to any collective
bargaining agreements. There were no wage increases given during 1998 and 1997.
12
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ITEM 2. PROPERTIES
The Company sold its property at 35 Industrial Parkway to Hydromer Inc., a
related party, for $850,000 and a prepaid leaseback of approximately two thirds
of the building for three years with a value of approximately of $346,500,
bringing the value of the total deal to $1,196,500. With this transaction the
Company is debt free and all judgements against it have been dismissed.
ITEM 3. LEGAL PROCEEDINGS
On August 25, 1997 Summit Bank notified the Company that it was in default
for failure to make payments when due. The bank exercised its right under the
Loan Document to declare immediately due and payable the entire outstanding
balance due pursuant to the Loan. On February, 24, 1998, Summit Bank obtained a
judgement against the Company on the docket of the Superior Court in Bergen
County, N.J. for nonpayment of notes and on March 18, 1998 they obtained a
judgement for foreclosure against the Company on the docket of the Superior
Court of Somerset County, N.J. On June 12, 1998, the Company sold its property
as discussed in Item 2, paid off its debt to Summit Bank and all judgements have
been dismissed.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The Company estimates that its shares of common stock had traded between
$.10 and $.20 per share during 1998. Since it was denied an exception to the new
NASDAQ listing and maintenance standards, the Company's stock experiences
limited trading activity. The new NASDAQ standards were approved by the S.E.C.
on August 29, 1991, effective on March 2, 1992. The Company's stock was deleted
from the NASDAQ system on August 4, 1992, and is now traded on the OTC Bulletin
Board.
As of March 28, 1998, the Company had approximately 600 shareholders of
record and 2,202,878 shares of no par, common stock outstanding. At the annual
shareholders' meeting on June 21, 1995, the shareholders authorized a 5 for 1
reverse stock split which reduced the number of outstanding shares from
11,014,290 to 2,202,858.
The Company has never paid a cash dividend on its Common Stock and does not
expect to pay dividends in the foreseeable future. The payment of dividends in
the future will depend upon the Company's available earnings, the general
financial condition of the Company, its capital needs and other factors deemed
pertinent by the Board of Directors.
13
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
YEARS ENDED DECEMBER 31,
--------------------------------------------------------
(IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
OPERATIONS DATA 1998 1997 1996 1995 1994
- --------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Revenues 1,295 1,936 2,649 3,268 3,574
Gross profit 24 399 410 490 664
Loss from operations (835) (493) (813) (842) (788)
(Loss)/earnings
before extraordinary item (851) (556) (884) (844) 2,897
Extraordinary item -- -- -- -- 114
Federal Income Tax -- -- -- -- (60)
------- ------- ------- ------- -------
Net(loss)/income $ (851) $ (556) $ (884) $ (844) $ 2.951
======= ======= ======= ======= =======
INCOME (LOSS) PER COMMON SHARE FROM:
Continuing operations
before extraordinary item $ ( .39) $ (.25) $ (.40) $ (.38) $ .26
Extraordinary item -- -- -- -- .01
------- ------- ------- ------- -------
Net income/(loss) $ (.39) $ (.25) $ (.40) $ (.38) $ .27
======= ======= ======= ======= =======
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES 2,203 2,203 2,203 2,203 2,203
<CAPTION>
- --------------------------------------------------------------------------------------------
AS OF DECEMBER 31,
-----------------------------------------------------
(IN THOUSANDS)
BALANCE SHEET DATA 1998 1997 1996 1995 1994
- ------------------ ------- ------ ------ ------ -------
<S> <C> <C> <C> <C> <C>
Total assets $ 897 $2,117 $2,513 $3,464 $4,452
Current maturities of
long-term debt $ -- $ 691 $ 37 $ 33 $ 29
Long-term debt $ -- $ -- $ 663 $ 699 $ 732
</TABLE>
NOTE: THE COMPANY HAS NOT PAID A DIVIDEND DURING THE
FIVE (5) YEAR PERIOD ENDED DECEMBER 31, 1998.
14
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
1998 COMPARED TO 1997
REVENUES
Revenues of $1,295,000 for 1998 were approximately $641,000, or 33% lower
than revenues of $1,936,000 for 1997. The sales of the old line disposable
products declined slightly during 1998, however the overall sales were
negatively impacted by the loss of the Sherwood business during 1998 due to
their complete internalization of all manufacturing of the medical devices
purchased from the Company and the loss of the Smith Industries Medical Systems
business after all existing purchase orders where completed in June 1998 when
they suspended all purchases due to a failed product launch and excessive
inventory estimated to last several years and no other purchase orders were
issued.
Sales to Sherwood were approximately $10,000 or 1% in 1998 compared to
$514,000 or 27% of total sales for 1997. The Company also sells other medical
devices under both private label and Original Equipment Manufacture ("OEM")
agreements. Other OEM sales for 1998 amounted to approximately $934,000, or 76%
versus 1997 sales of $1,030,000 or 53%.This was due to the loss of $104,000 from
Smith Industries Medical Systems/Portex Ltd. business versus 1997 as discussed
above.
International sales for 1998 and 1997 totaled approximately 61% and 47%
respectively. Sales decreased due to the ("OEM") agreement with Smith Industries
Medical Systems (Portex Ltd.)stopping in June 1998. The Company received its ISO
9001 certification in 1996 and its CE registration on its products in 1998, and
feels it will have a large impact on the development of its international sales
in the future.
The Company continues to develop, manufacture and sell products for
endoscopic surgery and biofeedback devices for the treatment of anorectal
dysfunctional conditions. During 1998, these products accounted for
approximately $200,000, or 15% of the Company's revenue versus $286,000, or 15%
of revenues during 1997.
GROSS PROFIT
Gross profit of $24,000 for 1998 was lower by $375,000, or 94% than the
gross profit of $399,000 for 1997. The gross profit was 2% of revenues in 1998
and 21% in 1997. The decline in gross profit was due mainly to the loss of both
the Sherwood business and the Smith Industries Medical Systems business during
1998. Because revenues were not high enough to cover the fixed manufacturing
costs, gross profits declined significantly .
OPERATING LOSS
Operating loss of $835,000 in 1998 was $342,000 greater than the operating
loss of $493,000 generated during 1997. The unfavorable change in operating loss
is due mainly to the significant drop in revenues during 1998 as discussed above
offset by the continued cost savings attained during the year, which included no
wage increases, CEO took substantial salary cut, vacated positions were not
filled and the Company changed from stocking product to building to order. These
savings amounted to $266,000 or 17% in manufacturing and $34,000 or 4% in
selling and general administration versus 1997.
15
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
1998 COMPARED TO 1997 (continued)
INTEREST EXPENSE
Net interest expense in 1998 of $22,000 was $62,000, or 18% lower than
$84,000 in 1997. The decrease in net interest expense in 1998 is directly
related to the sale of the property in June 1998 and the payoff to Summit Bank
of the mortgage debt.
OTHER INCOME, NET
Other income of $7,000 in 1998 was $15,000 less than the other income of
$22,000 in 1997. The other income declined due to the loss of rental income from
Hydromer.
FEDERAL INCOME TAXES
No federal income taxes were incurred in 1998 and 1997.
16
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
1997 COMPARED TO 1996
CONTINUING OPERATIONS
REVENUES
Revenues of $1,936,000 for 1997 were approximately $713,000, or 27% lower
than revenues of $2,649,000 during 1996. The sales of the old line disposable
products have steadied, however overall sales were negatively impacted by the
expiration of the Sherwood agreement in May 1996, partially offset by the
Company's sales to Smith Medical Systems, now a part of Portex Ltd., continued
in 1997.
Since the expiration of the Sherwood agreement, the Company continues to
produce products for Sherwood Medical on a purchase order basis at greater gross
margins than the agreement margin of 10%.Sales to Sherwood in 1997 were
approximately $514,000, or 27% compared to $1,951,000, or 74% of total sales in
1996.The Company also sells other medical devices under both private label and
Original Equipment Manufacture ("OEM") agreements. OEM sales for 1997 amounted
to approximately $1,030,000, or 53% versus 1996 sales of $320,000, or 12%. This
was due to sales to Smith Industries Medical Systems/Portex Ltd. amounting to
$700,000 or 36% of sales.
International sales for 1997 and 1996 totaled approximately 47% and 11%,
respectively. The increase is due to the ("OEM") agreement with Smith Industries
Medical Systems (Portex Ltd.). The Company received its ISO 9001 certification
in 1996, and feels it will have a large impact on the development of its
international sales in the future.
The Company continues to develop, manufacture and sell products for
endoscopic surgery and biofeedback devices for the treatment of anorectal
dysfunctional conditions. During 1997, these products accounted for
approximately $286,000, or 15% of the Company's revenue versus $253,000 or 10%
of revenues during 1996.
GROSS PROFIT
Gross profit of $399,000 for 1997 was lower by $11,000, or 3% less than the
gross profit of $410,000 for 1996. The gross profit was 21% of revenues in 1997
and 15% in 1996. The Sherwood agreement, which carried a profit margin of 10%,
expired in 1996. The underlying products relating to the Sherwood agreement
consist of the Company's former line of Enteral Feeding Devices and Specialty
G.I. Products. These products when marketed and sold by the Company have
previously generated significantly higher profit margins. Incremental sales of
any additional or newer products could potentially improve the Company's gross
profit performance provided however, that the pricing of such products absorb
and exceed direct and incremental costs while fixed overhead spending is not
materially increased.
17
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
1997 COMPARED TO 1996 (continued)
CONTINUING OPERATIONS (continued)
OPERATING LOSS
Operating loss of $493,000 in 1997 was $320,000 less than the operating
loss of $813,000 generated during 1996. The favorable change in operating loss
is due mainly to the increase in gross profit from continued cost savings
attained during the year in manufacturing of $361,000 or 33% and in selling and
administration of $330,000 or 27% versus 1996.
INTEREST EXPENSE
Net interest expense in 1997 of $84,000 was $12,000, or 18% higher than
$72,000 in 1996. The increase in interest expense in 1997 is directly related to
the decreasing interest income on cash reserves offset by the continuing
mortgage debt.
OTHER INCOME, NET
Other income of $22,000 was $21,000 favorable to the other income of $1,000
in 1996. The other income in 1997 was due to rental income received from
Hydromer.
FEDERAL INCOME TAXES
No federal income taxes were incurred in 1997 and 1996.
YEAR 2000 ISSUE
In 1998 the Company formed a Y2K committee of its CEO, President and two
Vice Presidents and members of Hydromer (a related Party) with whom they share
facility space. The committee has conducted a review of its computer system and
products to identify what could be affected by the YEAR 2000 Issue. They do not
believe there are any products, hardware nor software that will be affected
except the Company's System 36 software which may not perform the Year 2000
calculations correctly. The committee believes that by converting to new
software, the Year 2000 Issue will not pose significant operational problems for
the Company's computer system.
In addition to the Year 2000 software and equipment implementation
activities, the Company intends to contact major suppliers to assess their
compliance. The Company cannot assess the effect of Year 2000 programs
implemented by their customers and suppliers.
The Company has adopted a worse case scenario and has formulated plans to
preserve its property and business. The Company intends on delaying shipments
during January 2000 due to possible malfunctions caused by the Year 2000 Issue;
however, they anticipate being able to supply their customers with sufficient
products prior to this date to cover their needs beyond January 2000. While the
costs of planning for the Year 2000 scenario may not have a material impact on
the Company, the four week loss of operations is likely to materially impact its
business.
18
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's operating activities generated $97,000 of cash and cash
equivalents during 1998. Investing activities used $5,000 during the year for
capital expenditures and there were no financing activities during 1998.
Cash from net operating activities generated a positive cash flow of
$97,000 during 1998 as compared to a cash drain of $310,000 in 1997. The large
contributing factors were decreases in the Company's trade receivables of
$273,000; a decrease in other current assets of $57,000; a decrease in
inventories of $74,000 and increases in customer deposits of $380,000; accounts
payable of $10,000 and an increase in accrued liabilities of $91,000 which
generated cash, offset by a loss for the year of $851,000. Depreciation and
amortization, a non cash item , amounted to $60,000.
There were non cash items created by the sale lease-back transaction which
affected certain balance sheet accounts. Those affecting operating accounts were
as follows: other current assets $294,000, accounts payable $109,000 and accrued
liabilities $50,000.
Capital expenditures were $5,000 and $35,000 in 1998 and 1997,
respectively. Capital expenditures were cut drastically to due to fiscal
constraints.
The Company has no available line of credit established and has not been
able to obtain an asset based loan on unencumbered assets. Commercial banks and
lending institutions were not willing to provide funds to the Company due to the
history of recurring losses from operations before non-recurring items and
extraordinary gains and there is no assurance that operations will generate
sufficient cash flow to meet long-term obligations.
The Company has suffered recurring losses from continuing operations of
approximately $851,000 in 1998 and $556,000 in 1997. The Company has continued
its cost containment activities started in an effort to reduce expenses. These
activities included, no wage increases, substantial salary cut taken by CEO,
vacated positions not filled and a change from stocking product to building to
order.
Management believes that the Company's financial condition at December 31,
1998 represents an uncertain base to conduct current operations. The Company's
ability to continue as a going concern is dependent upon its success at
generating sufficient cash flow or obtaining additional financing as required to
meet its long-term obligations, support its working capital needs and curtailing
the ongoing losses by generating profitable revenue levels. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties. In February 1999 the Company signed an agreement with
C.R.Bard to sell its worldwide exclusive rights to the Company's technology for
coating intermittent urinary catheters for $400,000 and sold its machine for
coating catheters for $250,000. The parties also reached an agreement, whereby
Biosearch has offered to manufacture and coat intermittent urinary catheter
components for C.R.Bard until such time as it decides to perform these
operations themselves. Proceeds of this transaction has increased the working
capital of Biosearch, however it is not significant enough to change
management's belief as to the financial condition of the Company.
19
<PAGE>
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 (SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities". SFAS 133 establishes accounting and
reporting standards for derivatives as other assets or liabilities and measures
them at fair value. Under certain conditions, the gains or losses from
derivatives may be offset against those from the items the derivatives hedge
against. Otherwise, gains and losses from derivatives are recognized currently
in the results of operations. The Company will adopt SFAS 133 in the fiscal year
ending December 31, 1999. Adoption of this statement is not anticipated to have
a material effect on the Company's financial position or results of operations.
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
For additional information concerning this item, see "Item 13. Exhibits and
Financial Statement Schedules and Reports on Form 8-K SB".
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9. DIRECTORS AND OFFICERS OF REGISTRANT
For information concerning this item, see "Item 1. Business-Executive
Officers and Significant Employees" and the Proxy Statement to be filed with
respect to the 1998 Annual Meeting of Shareholders (the "Proxy Statement"),
which information is incorporated herein by reference.
ITEM 10. EXECUTIVE COMPENSATION
For information concerning this item, see the Proxy Statement, of which its
information is incorporated herein by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
For information concerning this item, see the Proxy Statement, of which its
information is incorporated herein by reference.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
For information concerning this item, see the Proxy Statement, of which its
information is incorporated herein by reference.
20
<PAGE>
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K SB
(a) 1. FINANCIAL STATEMENTS:
The financial statements of the Company filed in this Annual Report on Form
10-K SB are listed in the attached Index to Financial Statements and Schedules.
2. FINANCIAL STATEMENT SCHEDULES:
The financial statement schedule of the Company filed in this Annual Report
on Form 10-K SB is listed in the attached Index to Financial Statements and
Schedules.
3. EXHIBITS:
The exhibits required to be filed as part of this Annual Report on Form
10-K SB are listed in the attached Index to Exhibits.
(b) 1. REPORTS ON FORM 8-K SB:
The Company filed reports on Form 8-K SB with the Commission: 1.) dated
May, 23, 1994, amended July 26, 1994 regarding "Disposition Of Assets", and 2.)
dated January 27, 1995, amended February 9, 1995 regarding "Changes In
Registrant's Certifying Accountant",and 3.) dated September 9,1997 regarding
"Default on Summit Bank Mortgage" and 4.) dated December 3, 1997 regarding
"Contract of Sale of Real Estate Holdings", and 5.) dated June 12, 1998
regarding "Disposition Of Assets"and 6.) dated March 1, 1999 regarding
"Disposition Of Assets".
21
<PAGE>
POWER OF ATTORNEY
The Company and each person whose signature appears below hereby appoint
Manfred F. Dyck and Robert C. Keller as attorneys-in-fact with full power of
substitution, severally, to execute in the name and on behalf of the registrant
and each such person, individually and in each capacity stated below, one or
more amendments to the annual report; which amendments may make such changes in
the report as the attorney-in-fact acting deems appropriate and to file any such
amendment to the report with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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.
Dated: March 30, 1999
BIOSEARCH MEDICAL PRODUCTS INC.
By: /s/ MANFRED F. DYCK
-----------------------------
Manfred F. Dyck
Chief Executive Officer
Chairman Board of Directors
Pursuant to the requirements of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Dated: March 30, 1999
By: /s/ MANFRED F. DYCK
-----------------------------
Manfred F. Dyck
Chief Executive Officer
Chairman Board of Directors
Dated: March 30, 1999
By: /s/ ROBERT C. KELLER
-----------------------------
Robert C. Keller
Chief Accounting Officer and
Treasurer
22
<PAGE>
SIGNATURES (continued)
Dated: March 30, 1999
By: /s/ MARTIN C. DYCK
-----------------------------------
Martin C. Dyck
Director
Dated: March 30, 1999
By: /s/ DAVID M. SCHRECK, M.D.
------------------------------------
David M. Schreck, M.D.
Director
Dated: March 30, 1999
By: /s/ KLAUS J.H. MECKELER, M.D.
------------------------------------
Klaus J.H. Meckeler, M.D.
Director
Dated: March 30, 1999
By: /s/ FREDERICK L. PERL, M.D.
------------------------------------
Frederick L. Perl, M.D.
Director
23
<PAGE>
BIOSEARCH MEDICAL PRODUCTS INC.
FINANCIAL STATEMENTS AND SCHEDULES
INDEX
PAGE
NUMBER
-------
FINANCIAL STATEMENTS:
Independent Auditors' Reports ........................................ 23
Balance Sheets at
December 31, 1998 and 1997 ......................................... 24 - 25
Statements of Operations for the Years Ended
December 31, 1998, 1997 and 1996 ................................... 26
Statements of Shareholders' Equity
for the Years Ended
December 31, 1998, 1997 and 1996 ................................... 27
Statements of Cash Flows for the Years Ended
December 31, 1998, 1997 and 1996 ................................... 28
Notes to Financial Statements ........................................ 29 - 39
ALL OTHER SCHEDULES HAVE BEEN OMITTED
BECAUSE THEY ARE NOT APPLICABLE OR THE REQUIRED INFORMATION
IS INCLUDED IN THE FINANCIAL STATEMENTS OR THE NOTES THERETO.
24
<PAGE>
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS
BIOSEARCH MEDICAL PRODUCTS, INC.:
We have audited the accompanying balance sheets of Biosearch Medical
Products, Inc. as of December 31, 1998 and 1997 and the related statements of
operations, shareholders' equity and cash flows for each of the three years
ended December 31, 1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly
the financial position of Biosearch Medical Products, Inc. as of December 31,
1998 and 1997, and the results of its operations and its cash flows for each of
the three years ended December 31, 1998, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that
Biosearch Medical Products, Inc. will continue as a going concern. As discussed
in note 1 to the financial statements, the Company has suffered recurring losses
from operations. There is no assurance that the Company's operations will
generate sufficient cash flow to meet its obligations or that the Company has
the ability to obtain additional financing as required, which raises substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
AMPER, POLITZINER & MATTIA P.A.
EDISON, NEW JERSEY
MARCH 18, 1999
25
<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
BALANCE SHEETS
ASSETS
DECEMBER 31,
------------------------
1998 1997
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 105,768 $ 14,486
Trade receivables - less allowance for
doubtful accounts of $10,000 78,751 351,964
Inventories 297,613 372,012
Other assets 256,127 18,762
---------- ----------
Total current assets 738,259 757,224
---------- ----------
PROPERTY, PLANT AND EQUIPMENT 2,440,400 4,239,648
Less accumulated depreciation
and amortization 2,287,523 2,887,766
---------- ----------
Net property, plant and equipment 152,887 1,351,882
OTHER ASSETS
Other assets, net 5,862 8,123
---------- ----------
Total other assets 5,862 8,123
---------- ----------
TOTAL ASSETS $ 896,998 $2,117,229
========== ==========
(continued)
26
<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
BALANCE SHEETS
(CONTINUED)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1998 1997
------------ ------------
<S> <C> <C>
CURRENT LIABILITIES:
Current maturities of long-term debt $ -- $ 691,041
Accounts payable 253,498 353,712
Customer deposits 380,000 --
Accrued liabilities 174,330 132,330
------------ ------------
Total current liabilities 807,828 1,177,083
SHAREHOLDERS' EQUITY:
Common stock, no par value; 5,000,000
shares authorized; 2,210,798 issued and 2,202,878
shares outstanding at December 31, 1998 and 1997 11,129,954 11,129,954
Accumulated deficit (11,009,545) (10,158,569)
Treasury stock, at cost;
7,920 shares at December 31, 1998
and 1997 (31,239) (31,239)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 89,170 940,146
Commitments and contingencies -- --
------------ ------------
$ 896,998 $ 2,117,229
============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS.
27
<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Revenues $ 1,294,838 $ 1,936,171 $ 2,648,719
Cost of goods sold 1,271,216 1,536,936 2,238,606
----------- ----------- -----------
Gross profit 23,622 399,235 410,113
Selling, general and administrative expenses 859,077 892,602 1,222,901
----------- ----------- -----------
Loss from operations (835,455) (493,367) (812,788)
----------- ----------- -----------
Other income (expense):
Interest expense, net (22,427) (84,441) (72,055)
Other, net 6,906 21,598 1,275
----------- ----------- -----------
(15,521) (62,843) (70,780)
----------- ----------- -----------
(LOSS) BEFORE PROVISION FOR INCOME TAXES (850,976) (556,210) (883,568)
Provision for income taxes -- -- --
----------- ----------- -----------
NET (LOSS) $ (850,976) $ (556,210) $ (883,568)
=========== =========== ===========
BASIC AND DILUTED NET LOSS
PER COMMON SHARE $ (.39) $ (.25) $ (.40)
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,202,878 2,202,878 2,202,878
=========== =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS.
28
<PAGE>
<TABLE>
<CAPTION>
BIOSEARCH MEDICAL PRODUCTS, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
COMMON STOCK
----------------------------------- TREASURY STOCK
SHARES SHARES ACCUMULATED ------------------
ISSUED OUTSTANDING AMOUNT DEFICIT SHARES AMOUNT TOTAL
--------- ----------- ----------- ------------- ------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1996 2,210,798 2,202,858 $11,129,948 $ (8,718,791) (7,940) $ (31,315) $3,223,046
Issuance of treasury shares in
connection with
employee stock awards -- 20 6 -- 20 76 82
Net loss -- -- -- (883,568) -- (883,568)
--------- --------- ----------- ------------ ------ --------- ----------
BALANCE, DECEMBER 31, 1996 2,210,798 2,202,878 $11,129,954 $ (9,602,359) (7,920) $ (31,239) $1,496,356
Net loss -- -- -- (556,210) -- -- (556,210)
--------- --------- ----------- ------------ ------ --------- ----------
BALANCE, DECEMBER 31, 1997 2,210,798 2,202,878 $11,129,954 $(10,158,569) (7,920) $ (31,239) $ 940,146
--------- --------- ----------- ------------ ------ --------- ----------
Net Loss -- -- -- (850,976) -- -- (850,976)
--------- --------- ----------- ------------ ------ --------- ----------
BALANCE, DECEMBER 31, 1998 2,210,798 2,202,878 $11,129,954 $(11,009,545) (7,920) $ (31,239) $ 89,170
========= ========= =========== ============ ====== ========= ==========
SEE ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS.
</TABLE>
29
<PAGE>
<TABLE>
<CAPTION>
BIOSEARCH MEDICAL PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,
--------------------------------------------------
1998 1997 1996
----------- ----------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (850,976) $(556,210) $(883,568)
Adjustments to reconcile (loss)to net cash (used in)
operating activities:
Depreciation and amortization 60,271 91,279 90,862
Gain on sale of fixed assets -- (2,763) --
Changes in assets and liabilities:
Decrease/(increase) in trade receivables 273,213 (169,716) (19,747)
Decrease in inventories 74,398 141,538 102,540
Decrease (increase) in other current assets 56,657 11,903 (13,114)
Decrease in other assets 2,262 5,457 ( 23)
Increase in accounts payable 8,637 168,059 22,119
Increase/(decrease) in accrued liabilities 92,109 637 (56,553)
Increase in customer deposits 380,000 -- --
---------- --------- ---------
Net cash provided/(used) in operating activities 96,571 (309,816) (757,484)
---------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (5,289) (34,593) ( 172,180)
Proceeds from sale of fixed assets -- 46,000 -
Decrease in escrow -- -- 312,811
Net cash provided/(used) by investing activities (5,289) 11,407 140,631
---------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from surrendering whole life policy -- -- 402,785
Principal payments on long-term borrowings -- (8,481) (32,648)
---------- --------- ---------
Net cash provided by (used in)
financing activities -- (8,481) 370,137
---------- --------- ---------
Net (decrease)/ increase in cash and cash equivalents 91,282 (306,890) (246,716)
---------- --------- ---------
Cash and cash equivalents at beginning of period 14,486 321,376 568,092
---------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 105,768 $ 14,486 $ 321,376
========== ========= =========
SEE ACCOMPANYING NOTES TO
FINANCIAL STATEMENTS.
</TABLE>
30
<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
1. LIQUIDITY
The Company's financial statements have been presented on the basis that
the Company is a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. The Company
had recurring losses from continuing operations of $850,976 in 1998 and $556,210
in 1997.
There is no assurance that the Company's revenue from its OEM strategic
alliances or niche surgical and biofeedback products will reach volumes to which
long-term operations can be conducted.
Management believes that the Company's financial condition at December 31,
1998 represents an uncertain base to conduct current operations. The Company's
ability to continue as a going concern is dependent upon its success at
generating sufficient cash flow or obtaining additional financing as required to
meet its long-term obligations, support its working capital needs and curtail
the ongoing losses by generating profitable revenue levels. The Company had no
available line of credit established at December 31, 1998. On February 25, 1999
the Company signed an agreement with C.R.Bard to sell its worldwide exclusive
rights to the Company's technology for coating intermittent urinary catheters
for $400,000 and sold its related machinery for $250,000. The parties also
reached an agreement, whereby the Company has offered to manufacture and coat
intermittent urinary catheter components for C.R.Bard until such time as it
decides to perform these operations themselves. Proceeds of this transaction
have increased the working capital of the Company, however it is not significant
enough to warrant a change in managements belief as to the financial condition
of the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS- Biosearch Medical Products, Inc. (the"Company") is a
U.S. based corporation whose principal lines of business are in contract
manufacturing and distributing, under its own label of medical devices. The
Company is an OEM manufacturer for various medical product companies and
manufactures and distributes its own line of endoscopic products to hospitals,
through a network of dealers, both domestic and international. Credit is granted
to substantially all customers.
REVENUE RECOGNITION - The Company recognizes all revenues when the product
is shipped. This is also the Company's policy with its dealers. OEM sales
represent approximately 73% of the Company's total revenues, dealers amount to
approximately 12% and the balance are direct sales. Customer returns during the
years 1998 and 1997 were deemed immaterial.
ESTIMATES- The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS - The Company considers all short-term
investments with maturities of three months or less at the date of purchase to
be cash equivalents. Cash and cash equivalents include money market funds and
short term treasury bills. The Company, at December 31, 1998 and 1997 and
periodically throughout the years, has maintained balances in various operating
and money market accounts in excess of federally insured limits.
31
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are carried
at cost less accumulated depreciation and amortization. Depreciation and
amortization are computed using the straight-line method over the estimated
useful lives of the related assets.
INVENTORIES - Inventories are valued at the lower of cost, determined by
the first in, first out method, or market. Cost includes materials, direct labor
and manufacturing overhead.
RESEARCH AND DEVELOPMENT CONTRACTS - The Company recognizes revenue on
research and development contracts on the completed contract method. The related
costs are capitalized at inception until the completion of the contract.
Anticipated losses on contracts are recorded in the period they become known.
ADVERTISING COSTS - Advertising costs are expensed as incurred and totaled
approximately $1,500, $1,400 and $24,000 for the years ended December 31,
1998,1997 and 1996 respectively.
STOCK OPTION PLAN- The Company has elected to follow Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB25) and
related interpretations in accounting for its employee stock options. Under this
method, compensation cost is measured as the amount by which the market price of
the underlying stock exceeds the exercise price of the stock option at the date
at which both the number of options granted and the exercise price are known.
LOSS PER COMMON SHARE - Effective for the Company's financial statements
for the year ended December 31, 1997, the Company adopted Statement of Financial
Accounting Standards No. 128, "Earnings per Share" (SFAS 128). SFAS replaces the
presentation of primary earnings per share ("EPS") and fully diluted EPS with a
presentation of basic EPS and diluted EPS, respectively. Basic EPS excludes
dilution and is computed by dividing earnings available to common stockholders
by the weighted average number of common shares outstanding during the period.
Diluted EPS assumes conversion of dilutive options and warrants, and the
issuance of common stock for all other potentially dilutive equivalent shares
outstanding. All potentially dilutive equivalent shares outstanding are
anti-dilutive for all periods. The adoption of SFAS 128 did not have a material
effect on the Company's reported EPS amounts.
32
<PAGE>
BIOSEARCH MEDICAL PRODUCTS INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
3. INVENTORIES
DECEMBER 31,
---------------------------
1998 1997
-------- -------
Finished goods $ 96,263 $ 95,992
Work-in-process 61,915 140,271
Raw materials 139,435 135,749
-------- --------
$297,613 $372,012
======== ========
4. PROPERTY, PLANT AND EQUIPMENT
DECEMBER 31,
------------------------- ESTIMATED
1998 1997 USEFUL LIVES
-------- -------- -------------
Land $ -- $ 137,182
Buildings and improvements -- 1,667,355 40 years
Machinery and equipment 1,919,410 1,915,249 3 - 10 years
Furniture and fixtures 520,990 519,862 5 years
---------- -----------
$ 2,440,400 $ 4,239,648
=========== ===========
Depreciation and amortization charged to income was $60,271, $91,279 and
$90,862 in 1998, 1997 and 1996, respectively.
The Company entered into an agreement with Hydromer Inc., a related party,
through a common non- majority stockholder for the sale and lease back of their
facility. The lease is classified as an operating lease in accordance with SFAS
No. 13 "Accounting for Leases".As of June 12, 1998, the building, land and
improvements with a net book value of $1,144,023 have been removed from the
balance sheet, and the loss realized on the sale transaction of $294,022 has
been deferred as prepaid rent and is being charged of to rent expense over the
lease term of 36 months. The lease requires no other rental payments.
In conjunction with the above transaction, the following noncash activity
took place:
Sale of Building $(1,144,023)
Payoff of mortgage principal and interest 722,419
Royalty payment 18,730
Additional fees to satisfy bank debt 108,151
-----------
Prepaid rent $294,022
===========
33
<PAGE>
BIOSEARCH MEDICAL PRODUCTS INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
5. LONG-TERM DEBT
DECEMBER 31,
----------------------
1998 1997
--------- --------
Note payable originally due April 1, 2007 $ -- $ 691,041
Less current maturities -- 691,041
--------- ----------
Long-term debt $ -- $ --
========= ==========
The Company extinguished debt from the proceeds of the sale of the
property (Note 4.) The Company used the proceeds to pay the debt relating to the
building and with this transaction the Company is debt free and all judgements
have been dismissed
6. SAVINGS AND INVESTMENT PLANS
In May 1988, the Company established a contributory 401(k) plan for all
eligible employees. However, in April 1991, the Company's Board of Directors
indefinitely suspended the Company's contribution primarily due to the Company's
adverse profit performance. The Company pays the cost of administering the plan
which totaled approximately $7,000 per year for 1998, 1997 and 1996,
respectively.
34
<PAGE>
BIOSEARCH MEDICAL PRODUCTS INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
7. INCOME TAXES
Deferred tax attributes resulting from differences between financial
accounting amounts and tax bases of its assets and liabilities at December 31,
follow:
1998 1997
---------- -----------
Current assets and liabilities:
Allowance for doubtful accounts $ 4,000 $ 4,000
Inventory valuation reserve 88,000 103,000
Inventory overhead capitalization -- --
---------- ----------
92,000 107,000
Valuation allowance 92,000 107,000
---------- ----------
Net current deferred tax assets $ -- $ --
========== ==========
Noncurrent assets and liabilities:
Depreciation 458,000 89,000
Net operating loss carryforward 4,084,000 3,987,000
Alternative minimum tax credit carryforward 60,000 60,000
Investment tax credit carryforward 182,000 182,000
---------- ----------
4,784,000 4,318,000
Valuation allowance 4,784,000 4,318,000
---------- ----------
Net noncurrent deferred tax asset $ -- $ --
========== ==========
The provision for income taxes consists of the following for the years
ended December 31:
1998 1997 1996
--------- --------- ---------
Current tax expense $ -- $ -- $ --
Deferred tax benefit (481,000) (485,000) (504,000)
Net change in valuation allowance 481,000 485,000 504,000
--------- --------- ---------
$ -- $ -- $ --
========= ========= =========
35
<PAGE>
BIOSEARCH MEDICAL PRODUCTS INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
7. INCOME TAXES (continued)
The statutory income tax rate differs from the effective tax rate used in
the financial statements for the years ended December 31, 1998, 1997 and 1996 as
a result of current year net operating losses, the benefit of which has not been
recognized in the current year.
The investment tax credit carryforward expires in various years through
2000.
As of December 31, 1998, the Company had available the following net
operating loss carryforwards for tax purposes:
Expiration Date:
Year ending December 31, Federal State
- ------------------------ ---------- -----------
1998 -- $1,439,000
1999 -- 1,707,000
2000 -- 295,000
2002 -- 939,000
2003 $1,374,000 1,091,000
2004 2,183,000 631,000
2005 195,000 --
2006 1,637,000 --
2007 1,739,000 --
2008 316,000 --
2010 938,000 --
2011 1,092,000 --
2012 631,000 --
2018 887,000 --
----------- ----------
$10,992,000 $6,989,000
8. SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments during 1998, 1997 and 1996 for interest were approximately
$22,427, $83,275 and $85,063, respectively. There were no cash payments for
income taxes during 1998, 1997 and 1996.
36
<PAGE>
BIOSEARCH MEDICAL PRODUCTS INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
9. STOCK OPTIONS AND STOCK AWARDS
STOCK OPTIONS
During 1994, 133,515 five-year stock options were granted to employees in
continued recognition of a wage freeze and service time. The options reflect a
market price on the date of the grant of $.50 per share which vested in
one-third portions per year over three years of continued employment beginning
April 6, 1994. Additionally, 32,000 five-year stock options were granted to
board members and 5,000 options were granted to a product development consultant
reflecting a price of $.50 per share, and 600 five year options granted to a
certain officer of the Company at $.60 per share. These shares were also priced
at the per share market value on the date of the grant. A total of 171,115
shares were granted in 1994. At December 31, 1997, 84,015 shares remain reserved
which is net of the expirations attributed to employment terminations.
During 1996, 8,000 five-year stock options were granted to a new board
member at $.30 per share. At December 31, 1998 all 8,000 shares remain reserved.
During 1997, 200,043 five-year stock options were to key employees in
continued recognition of a wage freeze and service time. The options reflect a
market price on the date of the grant of $.19 per share. Additionally, 8,000
five-year stock options were granted to a new board member reflecting a price of
$.17 per share. A total of 208,043 were granted in 1997. At December 31, 1998
all 208,043 shares remain reserved.
During 1998, 18,000 five year stock options were to two key employees in
continued recognition of a wage freeze and service time. The options reflect a
market price on the date of the grant of $.19 per share. Additionally 33,000
five year options were granted to board members for past service and for
agreeing to accrue board member fees. These options replace all previous options
granted to these board members. At December 31, 1998 all 51,000 shares remain
reserved.
Pro forma information regarding net income and earnings per share has been
determined as if the Company had accounted for its employee stock options under
the fair value method. The fair value for these options was estimated at the
date of the grant using a Black-Scholes option pricing model with the following
weighted-average assumptions for 1998 and 1997; respectively: risk free interest
rates of 5.68% and 5.53%; dividend yields of 0% and 0%; volatility factors of
the expected market price of the Company's common stock of 107% and 174%; and a
weighted-average expected life of the options of 5 years.
The Black-Scholes option value model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's stock options have characteristics significantly different
from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its employee stock options.
37
<PAGE>
BIOSEARCH MEDICAL PRODUCTS INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows:
1998 1997 1996
-------- -------- --------
Pro forma net loss $ (860,666) $ ( 593,510) $(885,868)
Pro forma loss per share
Basic $ (.39) $ (.27) $ (.40)
Diluted $ (.39) $ (.27) $ (.40)
There was no compensation expense recorded from stock options for the years
ended December 31, 1998, 1997 and 1996.
A summary of the Company's stock option activity, and related information for
the years ended December 31, follows:
Number of
Options Weighted-Average Exercisable Weighted-Average
(000) Exercise Price (000) Exercise Price
----- --------------- ------------ ------------------
Outstanding -
December 31,1996 148 $ .67 148 $ .67
Granted 208 .19
Exercised ----- -----
Terminated (40) .19
----
Outstanding -
December 31,1997 316 $ .29 316 $ .29
Granted 51 $ .19
Exercised -----
Terminated (16) .50
----
Outstanding -
December 31,1998 351 $ .27 351 $ .27
Weighted-average fair
value of options granted
during the year December 31: 1998 1997
---- ----
Where exercise price
equals stock price $ .19 $ .18
Where exercise price
equals stock price $ --- $ ---
Where exercise price
equals stock price $ --- $ ---
38
<PAGE>
BIOSEARCH MEDICAL PRODUCTS INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Following is a summary of the status of stock options outstanding at December
31, 1997.
<TABLE>
<CAPTION>
Outstanding Options Exercisable Options
- ----------------------------------------------------- ---------------------------------------------
Weighted
Average Weighted Weighted
Exercise Remaining Average Average
Price Range Number Contractual Life Exercise Price Number Exercise Price
----------- ------ ---------------- -------------- ------ --------------
<S> <C> <C> <C> <C> <C>
$.19 - $.19 51,000 4.1 years $ .19 51,000 $ .19
$.17 - $.19 208,043 3.8 years $ .19 208,043 $ .19
$.30 - $.30 8,000 2.4 years $ .30 8,000 $ .30
$.50 - $.50 84,015 0.3 years $ .50 84,015 $ .50
</TABLE>
STOCK AWARDS
During 1998, 1997 and 1996 the Company awarded shares of common stock to
certain employees for five and ten years of continued employment. The common
stock awarded was issued without any restrictions from the Company's treasury
stock. The related compensation expense is recorded in selling, general and
administrative expense.
10. RELATED PARTY TRANSACTIONS
In 1982 the Company entered into an exclusive, world-wide, royalty free
license with Hydromer, Inc. to use Hydromer coating on its enteral feeding
products. In 1991, the Company entered into a license agreement, as amended,
with Hydromer for the use of certain patents to coat products which were not
included in the royalty-free license, specifically the products are for
pancreatic and biliary stents, hemostatic coagulation probes and an introducer
catheter device. Manfred F. Dyck, President and Chief Executive Officer of the
Company, is also a major stockholder, President and Chief Executive Officer of
Hydromer, Inc.
Mr. Dyck has an employment agreement with the Company which provides a
minimum annual salary of $192,500, and a 6-month notice of termination. Mr. Dyck
was required to devote at least 90% of his business time to the affairs of the
Company. On January 1, 1993 the Company and Mr Dyck agreed that his annual
salary would be reduced to $96,500 and he would be required to work on a part
time basis of three days per week. On June 4, 1994 Mr. Dyck's salary was
increased to the full time amount of $193,000 per year. In December 1994 as a
part of a cost reduction plan, Mr Dyck voluntarily agreed to a salary reduction
to $150,000. On February 5, 1997 Mr. Dyck presented the Board with a cost
reduction program which resulted in his salary being voluntarily reduced to
$95,000 per year based on a three day work week. On May 5, 1998 by consent and
agreement, Mr. Dyck's salary was amended to $95,000 accrued not paid. He agreed
to be removed as President, but retained the title of Chairman and CEO. Mr.
Martin C. Dyck, son of Mr. Dyck was appointed President.
39
<PAGE>
RELATED PARTY TRANSACTIONS (continued)
In June of 1998 the Board passed a resolution providing that in event of
change of control to one entity or more than one entity acting in concert, key
employees are to be immediately paid a percentage of their yearly salary. Mr.
Martin C. Dyck is to be paid one years salary and Mr. Keller, a Vice President
and the Treasurer is to be paid 25% of a years salary. Four other key employees
are to be paid 25% of their salary. The total payment if made on December
31,1998 would have been $136,000. On May 12, 1999 at a special board meeting to
consider the offer made by Hydromer Inc. to exchange $0.20 for each common share
of the Company, Mr. Martin C. Dyck waived this change of control payment
($72,000) in lieu of an offer by Hydromer of the position Vice President at a
salary of $110,000 per year and an option to purchase 10,000 Hydromer shares at
a price equal to the last five day average market price on the day of closing of
the exchange transaction (see Proposal II.)
On December 30, 1998 the Company paid Martin C. Dyck $8,492 representing
salary earned but not paid and on March 4, 1999 the Company paid the Directors
as a group $70,500 representing directors' fees earned but not previously paid.
On March 11, 1999 the amount of $76,730 owed to Manfred F. Dyck. CEO for salary
accrued was paid. On March 17, 1999 the Board agreed to continue to accrue
directors' fees and Manfred F. Dyck agreed to a continued accrual of his salary.
Each director of the Company is entitled to receive compensation in the
amount of $750 for each meeting of the Board of Directors attended either in
person or telephonically, and $200 for each specially called telephonic
conference meeting. In March of 1999 and until further notice the Board has
agreed to accrue, but not pay Directors' fees.
The Company, during 1998 was a party to various transactions with Hydromer,
Inc. Hydromer provides the Company with chemicals and analytical services. In
1998 the Company purchased approximately $35,000 worth of goods and services
from Hydromer and billed Hydromer for approximately $26,000 for services and out
of pocket expenses incurred on its behalf (the Company provides secretarial
services to Hydromer at $500 per month. The Company has served as a
subcontractor of Hydromer to provide coating services on various products using
the chemicals made by Hydromer. The prices that the Company charges to Hydromer
are equal to those prices it would charge any third party for like services. The
Company paid $38,900 to Hydromer for patent licenses that expired or were
terminated in March of 1998.
The Company, during 1997 was party to various transactions with Hydromer,
Inc. Hydromer provides the Company with chemicals and analytical services. In
1997 the Company purchased approximately $40,000 worth of goods and services
from Hydromer and billed Hydromer for approximately $77,000 for services, out of
pocket expenses incurred on its behalf, the purchase of a curing oven for
$46,000 and rented some space at Biosearch for $19,000. This arrangement for
space was terminated in late 1997 and the oven was removed and reinstalled at
Hydromer's production facility. The Company paid Hydromer $29,000 representing a
minimum royalty fee for a patent/know how license concerning the Hydromer
coatings and accrued an additional $26,875 for royalties due but not paid. In
late 1997 Hydromer and Biosearch entered into a secrecy agreement whereby the
Officers of Hydromer were granted access to the non-public records of Biosearch
to explore any possible business relationships or ventures.
On March 31, 1998 the Company and Hydromer entered into a contract of sale
whereby, Hydromer agreed to purchase the Company's building and land at a price
of $850,000 and a three year lease-back to the Company of 16,000 square feet
(approximately 2/3 rds. of the building). The parties valued the lease at
$346,500. The transaction was closed on June 12, 1998. Since then the parties
have shared various costs in accordance with the terms of the lease. The Company
believes that the terms of the foregoing arrangement are fair and equitable to
both parties.
40
<PAGE>
RELATED PARTY TRANSACTIONS (continued)
As of April 20, 1998, as a part of a cost reduction, the General Counsel
was employed by the Company on a part time basis of one day per week. The
remaining four days are spent as the General Counsel of Hydromer . In the event
of a conflict between the Company and Hydromer, outside counsel is used.
In September of 1998, Hydromer expressed interest in acquiring the stock of
the Company in a stock exchange at six shares of Biosearch stock for each one
share of Hydromer and conditioned on certain liabilities of Biosearch being
eliminated. The Board of Directors (Manfred F. Dyck, not taking part in the
decision) was of the opinion that the stated terms might not be in the best
interest of the stockholders. In March of 1999 the Directors sought the advice
of an evaluation expert to render a fairness opinion. In April 1999, Hydromer
again expressed their interest to exchange each Biosearch share for a payment of
$0.15. In addition there were other conditions which the board found to be
burdensome on certain employees. On May 10, 1999 Hydromer, Inc revised its offer
and at a special meeting of the Board of Directors, held on May 12, 1999 the
Board approved the offer and directed that it be presented to the stockholders
for a vote. A PLAN OF EXCHANGE was thereafter approved at the regular Board
meeting held on May 27, 1999 (see Proposal II)
In the latter part of 1998 the Company and Hydromer formed a Y2K joint task
force to assess the effect of the Y2K problem would have on the facilities,
jointly occupied. The companies are devising a plan that in the opinion of the
management of the Company will be less expensive to implement than any plan
implemented alone by the Company.
On February 25, 1999 the Company closed a transaction with C.R.Bard, Inc.
which transferred the Company's process coating technology and a coating machine
pertaining to intermittent urinary catheters for the sum of $650,000. On the
same date, Hydromer closed a transaction which licensed the right to use
Hydromer's coating for the same device. Biosearch's contract had a condition
whereby, the closing was conditioned on the Hydromer transaction closing at the
same time. Outside counsel was used to represent the interests of Hydromer,
because of a potential conflict.
In July 1999 Mr. Robert C. Keller , V.P. and CFO of Biosearch was appointed
as Principal Accounting Officer of Hydromer, Inc. on a part time basis to
oversee the accounting staff and to comply with Generally Accepted Accounting
Principles.
Manfred F. Dyck, CEO of the Company and his wife Ursula M. Dyck are also
directors of Hydromer. Mr. Manfred Dyck is the President and CEO of Hydromer. In
total they hold 42% (on a fully diluted basis) of the capital stock of Hydromer.
Their son, Martin C. Dyck, who is president of the Company, owns 46,152 shares
or 1.1% of Hydromer stock.
11. COMMITMENTS AND CONTINGENCIES
As part of our sale to Sherwood Medical in 1994, the Company had a supply
agreement with Sherwood in which we agreed to manufacture and supply all product
purchased by Sherwood at cost plus 10% from May 1994 to the end of 1997. There
was also a covenant not to compete for five years starting with the signing of
the agreement in May 1994 and expiring in May 1999.
41
<PAGE>
BIOSEARCH MEDICAL PRODUCTS INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
12. SEGMENT INFORMATION AND CREDIT CONCENTRATION
The Company considers that its products and services compete in the
business segment of the "Medical Device" industry involving research,
development, manufacturing and sale.
Sales of the Company's products to specific customers may, at times, be
significant to the overall revenues of the Company. During 1998 and 1997,
Sherwood Medical Company accounted for approximately 1% and 27% of the Company's
revenues, respectively, and there is no receivable at December 31,1998 and it
was approximately 3% of accounts receivables in 1997. Smith Industries Medical
Systems/Portex Ltd. (SIMS) accounted for approximately 49% and 36% of revenues
in 1998 and 1997 and 0% and 71% of accounts receivable at December 31, 1998 and
1997. All purchase orders were completed and no additional orders were received
from SIMS after June, 1998. C.R.Bard revenues accounted for approximately 19%
and 12% of the Company's total revenues during 1998 and 1997 respectively, and
approximately 25% and 9% of accounts receivable at December 31,1998 and 1997.No
other single customer accounted for more than 10% of the Company's revenue in
1998, 1997, or 1996.
13. RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred. Such expenses were
approximately $0, $2,000 and $38,000 in 1998, 1997 and 1996 respectively. The
Company may, from time to time, utilize certain physicians and surgeons, who are
recognized in their field of expertise, for product development and evaluations.
Remunerations to these medical professionals for their efforts may be in the
form of royalties contingent on the products being subsequently marketed and
revenue streams generated. The cost of such royalties is expensed as incurred in
selling, general and administration expense.
14. YEAR 2000 ISSUE
In 1998 the Company formed a Y2K committee of its CEO, President and two
Vice Presidents and members of Hydromer Inc. (a related party) with whom they
share facility space. The committee has conducted a review of its computer
system and products to identify what could be affected by the Year 2000 Issue.
They do not believe there are any products, hardware nor software that will be
affected except for the Company's System 36 software which may not perform the
Year 2000 calculations correctly. The committee believes that by converting to a
new software , the Year 2000 Issue will not pose significant operational
problems for the Company's computer system.
In addition to Year 2000 software and equipment implementation activities,
the Company intends to contact major suppliers to assess their compliance. The
Company cannot assess the effect of Year 2000 programs implemented by their
customers and suppliers.
42
<PAGE>
BIOSEARCH MEDICAL PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
14. YEAR 2000 ISSUE (continued)
The Company has adopted a worse case scenario and has formulated plans to
preserve its property and business. The Company intends on delaying shipments
during January 2000 due to possible malfunctions caused by the Year 2000 Issue;
however, they anticipate being able to supply their customers with sufficient
products prior to this date to cover their needs beyond January 2000. While the
costs of planning for the Year 2000 scenario may not have a material impact on
the Company, the four week loss of operations is likely to materially impact its
business.
15. NEW ACCOUNTING STANDARDS
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities". SFAS 133 establishes accounting and
reporting standards for derivatives as other assets or liabilities and measures
them at fair value. Under certain conditions, the gains or losses from
derivatives may be offset against those from the items the derivatives hedge
against. Otherwise, gains and losses from derivatives are recognized currently
in the results of operations. The Company will adopt SFAS 133 in the fiscal year
ending December 31, 1999. Adoption of this statement is not anticipated to have
a material effect on the Company's financial position or results of operations.
16. SUBSEQUENT EVENT
In February 1999, the Company signed an agreement to sell its worldwide
exclusive rights to the Company's intermittent urinary catheter coating
technology for $400,000 and its related machinery for $250,000 (Note 1).
43
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
<S> <C>
3 (a) - Certificate of Incorporation of the Company
3 (b) - By-Laws of the Company
10(a) - Agreement dated December 11, 1979 between the Company and Dr. Robert D. Dobbie
(Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 (No.
2-70688)
10(b) - Employment Agreement dated December 29, 1980 between the Company and Manfred F.
Dyck, (Incorporated by reference to Exhibit 10.3 to the Registration Statement on form S-1
(No. 2-70688)
10(c) - Credit Agreement dated as of April 1, 1982 among the New Jersey Economic Development
Authority, the Company and Franklin State Bank (Incorporated by reference to Exhibit 10 (g)
to the Annual Report on Form 10-K for the fiscal year ended December 31, 1982)
10(e) - Mortgage dated April 30, 1982 between the Company and the New Jersey Economic
Development Authority (Incorporated by reference to Exhibit 20 (h) to the Annual Report on
Form 10-K for the fiscal year ended December 31, 1982)
10(f) - Series A Note dated April 30, 1982 executed by the Company to the New Jersey Economic
Development Authority (Incorporated by reference to Exhibit 10 (i) to the Annual Report on
Form 10-K for the fiscal year ended December 31, 1982)
10(g) - Series B Note dated April 30, 1982 executed by the Company to the New Jersey Economic
Development Authority (Incorporated by reference to Exhibit 10 (j) to the Annual Report on
Form 10-K for the fiscal year ended December 31, 1982)
10(h) - Lease dated July 1, 1982 between Pembroke Agricultural Corporation and Pouch
Laboratories, Inc. (Incorporated by reference to Exhibit 10(m) to the Annual Report on Form
10-K for the fiscal year ended December 31, 1982)
10(i) - License Agreement dated July 19, 1982 between the Company and Hydromer, Inc.
(Incorporated by reference to Exhibit 10(n) reference to Exhibit 10(n) to the Annual Report
on Form 10-K for the fiscal year ended December 31, 1982)
10(j) - Manufacturing Agreement dated July 22, 1982 between the Company and Ludlow
Corporation (Incorporated by reference to Exhibit 10(o) to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1982)
10(k) - Purchase Agreement dated May 6, 1983 between the Company and Organon Inc.
(Incorporated by reference to Exhibit 2(a) to the Current Report on Form 8-K dated June 14,
1983)
10(l) - Amendment dated June 10, 1983 to Purchase Agreement dated May 6, 1983 between the
Company and Organon Inc. (Incorporated by reference to Exhibit 2(b) to the current Report
on Form 8-K dated June 14, 1983)
44
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
10(m) - Deed of Trust dated June 13, 1983 among the Company, Ticor Title Insurance Company and
Franklin State Bank (Incorporated by reference on Exhibit 10(m) to the Annual Report on
Form 10-K for the fiscal year ended December 31, 1983)
10(n) - Revolving Credit Agreement dated June 14, 1983 between the Company and Franklin State
Bank (Incorporated by reference on Exhibit 10(n) to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1983)
10(o) - Mortgage dated June 14, 1983 executed by the Company to Franklin State Bank
(Incorporated by reference on Exhibit 10(o) to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1983)
10(p) - Amendment No. 2 dated June 14, 1983 to Purchase Agreement dated May 6, 1983 between
the Company and Organon, Inc. (Incorporated by reference to the Current Report on Form
8-K dated June 14, 1983)
10(q) - Amendment to Revolving Credit Agreement dated September 13, 1983 between the Company
and Franklin State Bank (Incorporated by reference on Exhibit 10(q) to the Annual Report
on Form 10-K for the fiscal year ended December 31, 1983)
10(r) - Mortgage dated September 22, 1983 executed by the Company to Franklin State Bank
(Incorporated by reference on Exhibit 10(r) to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1983)
10(s) - Long Form Deed of Trust and Assignment of Rents dated September 22, 1983 executed the
Company to Franklin State Bank (Incorporated by reference on Exhibit 10(s) to the Annual
Report on Form 10-K for the fiscal year ended December 31, 1983)
10(t) - Second Amendment to Revolving Credit Agreement dated January 11, 1984 between the
Company and Franklin State Bank (Incorporated by reference on Exhibit 10(t) to the Annual
Report on Form 10-K for the fiscal year ended December 31, 1983)
10(u) - Promissory Note dated January 11, 1984 executed by the Company to Franklin State Bank.
(Incorporated by reference on Exhibit 10(u) to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1983)
10(v) - Promissory Note dated January 11, 1984 executed by the Company to Franklin State Bank
(Incorporated by reference on Exhibit 10(v) to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1983)
10(w) - Warrant Certificate dated January 11, 1984 executed by the Company to Franklin State Bank
(Incorporated by reference on Exhibit 10(w) to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1983)
10(x) - Warrant Certificate dated January 11, 1984 executed by the Company to First Empire State
Corporation. (Incorporated by reference on Exhibit 10(x) to the Annual Report on Form
10-K for the fiscal year ended December 31, 1983)
10(y) - Promissory Note dated as of January 11, 1984 executed by the Company to Manfred F. Dyck.
(Incorporated by reference on Exhibit 10(y) to the annual Report on Form 10-K for the fiscal
year ended December 31, 1983
45
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
10(z) - Letter Agreement dated as of January 11, 1984 between the Company and Manfred F. Dyck.
(Incorporated by reference on Exhibit 10(z) to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1983)
10(aa) - Modification Agreement dated January 11, 1984 between the Company and Franklin State
Bank (Incorporated by reference on Exhibit 10(aa) to the Annual Report on Form 10-K for
the fiscal year ended December 31, 1983)
10(bb) - Modification Agreement dated January 11, 1984 between the Company and Franklin State
Bank. (Incorporated by reference on Exhibit 10(bb) to the Annual Report on Form 10-K for
the fiscal year ended December 31, 1983)
10(cc) - Stock Option Plan of the Company (Incorporated by reference to Exhibit 10(p) to the Annual
Report on Form 10-K for the Fiscal year ended December 31, 1982)
10(dd) - Assignment of Lease dated October 1, 1984 from CardioSearch Inc. to the Company.
(Incorporated by reference to Exhibit 10(dd) to the Annual Report on Form 10-K for the
fiscal year December 31, 1984)
10(ee) - Lease Agreement dated September 26, 1984 between the Company and Morton Street Realty
Company. (Incorporated by reference to Exhibit 10(ee) to the Annual Report on Form 10-K
for the fiscal year December 31, 1984)
10(ff) - Agreement dated June 6, 1984 between the Company and Midwest Metabolic Support Group
as amended on October 17, 1984. (Incorporated by reference to Exhibit 10 (ff) to the Annual
Report on Form 10K for the fiscal year December 31, 1984)
10(gg) - Agreement dated October 18, 1984 between the Company and Midwest Metabolic Support
Group. (Incorporated by reference to Exhibit 10(gg) to the Annual Report on Form 10-K for
the fiscal year December 31, 1984)
10(hh) - Agreement and release between Organon Inc. and the Company dated January 29, 1985.
(Incorporated by reference to Exhibit 10(hh) to the Annual Report on Form 10-K for the fiscal
year December 31, 1984)
10(ii) - Documents evidencing $500,000 Loan from Franklin State Bank to the Company including
Promissory Note Mortgage Modification Agreements Third Amendment to Revolving Credit
Account. (Incorporated by reference to Exhibit 10(ii) to the Annual Report on Form 10-K for
the fiscal year December 31, 1984)
10(jj) - Form of 6 1/2per cent Convertible Subordinated Note due August 2, 1991(Incorporated by
reference to Exhibit 4(a) to the Registration Statement on Form S-3 Number 2-92798)
10(kk) - Conversion Agency Agreement dated July 26, 1984 among the Company, Citicorp Bank
(Switzerland), J. Henry Schroder Bank AG, Banque Scandinave en Suisse, Dai-Ichi Kangyo
Bank (Schweiz) AG and Kredietbank (Suisse) SA (Incorporated by reference to Exhibit 4(b)
to the Registration Statement on Form S-3 Number 2-92798
10(ll) - Letter Agreement dated August 9, 1984, between Franklin State Bank and the Company,
amending Warrant No. 2 (Incorporated by reference to Exhibit 4(d) to the Registration
Statement on Form S-3 Number 2-92798)
46
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
10(mm) - Letter Agreement dated August 9, 1984 between First Empire State Corporation and the
Company, amending Warrant No. 3 (Incorporated by reference to Exhibit 4(b) to the
Registration Statement on Form S-3 Number 2-92798)
10(nn) - Warrant No. 2-1 dated as of January 11, 1984 ("Warrant No. 2-1") executed by the Company
to Manfred F. Dyck. (Incorporated by reference to Exhibit 4(q) to the Registration Statement
on Form S-3 Number 2-92798)
10(oo) - Letter Agreement dated August 9, 1984, between Manfred F. Dyck to the Company amending
Warrant No. 2-1. (Incorporated by reference to Exhibit 4(h) to the Registration Statement
on Form S-3 Number 2-92798)
10(pp) - Warrant No. 5 dated August 6, 1984 executed by the Company to Franklin State Bank.
(Incorporated by reference to Exhibit 4(i) to the Registration Statement on Form S-3 Number
2-92798)
10(qq) - Warrant No. 6 dated August 6, 1984 executed by the Company to First Empire State
Corporation (Incorporated by reference to Exhibit 4(j) to the Registration Statement on Form
S-3 Number 2-92798)
10(rr) - Loan and Security Agreement between United Jersey Bank and the Company, including
exhibits thereto, and Revolving Note executed by the Company pursuant to the terms thereof,
all dated January 10,1985. (Incorporated by reference to Exhibit 10(rr) to the Annual Report
on Form 10-K for the fiscal year ended December 31, 1984)
10(ss) - Documents evidencing the payment of debt to Franklin State Bank and return of all
outstanding promissory notes and cancellation of mortgages. (Incorporated by reference to
Exhibit 10(ss) to the Annual Report on Form 10K for the fiscal year ended December 31,
1984)
10(tt) - Plant Purchase Agreement dated November 14, 1985 by and between Biosearch Medical
Products Inc. and Cheeseborough-Ponds Inc. (Incorporated by reference to Exhibit 2(a) to
Current Report on Form 8-K dated November 14, 1985)
10(uu) - Amendment to Loan and Security Agreement by and between United Jersey Bank and
Biosearch Medical Products Inc. and revised Promissory Note, all dated November 25, 1985.
10(ww) - Extension to Lease by and between Pouch Laboratories Inc. and Pembroke Agricultural
Corporation dated June 24, 1985.
10(xx) - Commitment Letter dated July 1, 1986 from United Jersey Bank describing amended facility.
10(yy) - Employment Agreement dated December 29, 1980 between the Company and Ronald G.
Callanan.
10(zz) - Biosearch Medical Products, Inc. Profit Sharing Retirement Plan
10(aaa)- Lease agreement by and between Biosearch Medical Products, Inc. and Morton Street Realty
Company, dated January 1, 1986.
47
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
10(bbb)- Amendment to Loan and Security Agreement by and between United Jersey Bank and
Biosearch Medical Products, Inc. and revised Promissory Note, all dated November 7, 1986.
10(ccc)- A long-term agreement by and between Biosearch Medical Products, Inc. and Mead Johnson
Nutritional Group of Bristol-Myers for the exclusive marketing rights to private label
Entri-Pak products and other marketing rights to Biosearch Enteral feeding pumps and pump
sets.
10(ddd)- Amendment Number 1 to agreement by and between Biosearch Medical Products, Inc. and Mead
Johnson Nutritional Group of Bristol-Myers for cost reduction project for development of the
capability to manufacture Entri-Pak packaging.
10(eee)- Amendment number 2 to agreement by and between Biosearch Medical Products, Inc. and Mead
Johnson Nutritional Group of Bristol-Myers for settlement of shortfall of first twelve
months purchase requirements of Entri-Pak.
10(fff)- Amendment of lease agreement dated January 8, 1986 by and between Biosearch Medical
Products, Inc. and Morton Street Realty Company.
10(ggg)- Term Note dated April 28, 1989 between Biosearch Medical Products, Inc. and the First
Jersey National Bank.
</TABLE>
THE FOLLOWING EXHIBITS ARE INCORPORATED BY THE RESPECTIVE REFERENCE SYMBOL TO
THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1988:
<TABLE>
<CAPTION>
<S> <C>
10(hhh)- Pembroke Agricultural Corporation and Pouch Laboratories, Inc. Second rider to lease dated
June 1, 1988.
10(iii)- Extension and Amendment to a lease agreement between Morton Street Realty Company and
Biosearch Medical Products, Inc. dated January 1, 1989.
10(jjj)- Subordinated promissory note and warrant purchase agreement by and between Biosearch
Medical Products, Inc. and The Redemptionist Order of New York due February 1, 1990.
10(kkk)- Dieter Heinemann non-negotiable note - extension due February 27, 1990.
10(lll)- Subordinated promissory note and warrant purchase agreement by and between Biosearch
Medical Products, Inc. and Donald R. Gordon due February 1, 1991.
10(mmm)- Subordinated promissory note and warrant purchase agreement by and between Biosearch
Medical Products, Inc. and National Aviation and Technology Corporation due February 1,
1991.
10(nnn)- Subordinated promissory note and warrant purchase agreement by and between Biosearch
Medical Products, Inc. and Phyllis A. McVeigh due February 1, 1991.
10(ooo)- Subordinated promissory note and warrant purchase agreement by and between Biosearch
Medical Products, Inc. and Ronald J. Clayton due February 1, 1991.
10(ppp)- Subordinated promissory note and warrant purchase agreement by and between Biosearch
Medical Products, Inc. and Louis P. Pellegrino due February 1, 1991.
48
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
10(qqq)- Travenol Labs vendor-produced finished goods purchase agreement enteral feeding tubes.
10(rrr)- Consulting and Finders agreement by and between Baladi and Company and Biosearch
Medical Products, Inc.
10(sss)- Term note of Biosearch Medical Products, Inc. payable to the order of the First Jersey
National Bank $1,000,000 - 90 days. Modification of note consent of Borrower and
Guarantor. Reaffirmation of the obligations of Biosearch Medical Products, Inc.
Reaffirmation of the guaranty of Biosearch Pouch Laboratories, Inc. Extension from 90 days
to one year.
</TABLE>
THE FOLLOWING EXHIBITS ARE INCORPORATED BY THE RESPECTIVE REFERENCE SYMBOL TO
THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1989:
<TABLE>
<CAPTION>
<S> <C>
10(ttt)- 9% Subordinated Promissory Notes due February 1, 1991 agreement by Biosearch and Ben
A. Posdal, National Aviation and Technology, T'Ang Management, Herbert W. Marache,
Ronald Clayton and Richard K. Greene.
10(uuu)- Revolving Credit Agreement dated August 15, 1990 between Biosearch and Fidelcor Business
Credit Corporation.
10(vvv)- 10% Subordinated Convertible Notes due August 2, 1992, aggregate $3,080,000 by
Biosearch and Kiener & Co., Attel et Cie, Algemene Bank Nederland, Mirabaud et Cie and
Thurgauer Kantonalbank.
10(www)- Agreement known as the "Hang and Spike Products Purchase Agreement" between Biosearch
and Clintec Nutrition Company dated December 1, 1989.
10(xxx)- Agreement of Sale between Biosearch Pouch Laboratories, Inc., and SPD Enterprises, Inc.,
dated December 15, 1989 cancellation of lease agreement and acquire assets.
10(yyy)- Warehouse lease agreement dated March 15, 1990 between Biosearch and MSA Associates.
</TABLE>
THE FOLLOWING EXHIBITS ARE INCORPORATED BY THE RESPECTIVE REFERENCE SYMBOL TO
THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1990:
<TABLE>
<CAPTION>
<S> <C>
10(zzz)- Clintec "Hang & Spike Products Purchase Agreement" amendment dated
September 14, 1990.
10(aaaa)- Agreement between Biosearch Medical Products, Inc. and Hydromer, Inc. dated January 11,
1991 obtaining a license from Hydromer - use and sell coatings on Biosearch Products.
10(bbbb)- March 7, 1990 conversion of aggregate $2,080,000 10% U.S. Denominated Convertible
Subordinated Notes, originally due August 2, 1992, into aggregate 1,040,000 shares of Common
Stock and $1,040,000 of 10% U.S. Denominated Non-Convertible Subordinated Notes due April 1,
1992, between Biosearch and 1) Algemene Bank Nederland, 2) Attel et Cie, 3)
Kiener & Co., 4) Miraband & Cie.
10(cccc)- Agreement between NatWest Bank, N.J. and Biosearch Med. Prod. dated February 20, 1991.
49
</TABLE>
<PAGE>
THE FOLLOWING EXHIBITS ARE INCORPORATED BY THE RESPECTIVE REFERENCE SYMBOL TO
THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1991:
<TABLE>
<CAPTION>
<S> <C>
10(dddd)- License agreement amendment between Biosearch Medical Products, Inc. and Hydromer, Inc.
Dated December 12, 1991.
10(eeee)- Independent Manufactures Representative standard agreement example between Biosearch
Medical Products, Inc. and various manufacturer representative organizations.
10(ffff)- Sale of assets between Biosearch Medical Products, Inc. and Clintec Nutrition Company.
Dated June 17, 1991.
10(gggg)- Royalty agreement example between Biosearch Medical Products, Inc. and various physicians
for product development.
10(hhhh)- September 5, 1991 conversion of $890,000 of 10% U.S. Denominated Non-Convertible
Subordinated Notes due April 1, 1992, into aggregate 754,239 shares of Common Stock between
Biosearch and 1) Mirabaud & Cie, 2) Attel et Cie, 3) Algemene Bank Nederlands. (Incorporated
by reference on exhibit 10(hhhh) to the Annual Report on Form 10K for the fiscal year ended
December 31, 1992).
10(iiii)- February 11, 1992 conversion of $620,000 10% U.S. Denominated Convertible Subordinated
Notes, originally due August 2, 1992, and $150,000 of 10% U.S. Denominated NonConvertible
Subordinated Notes due April 1, 1992, into aggregate 1,243,848 shares of Common Stock
between Biosearch and 1) Kiener & Cie, 2) Royal Trust Bank - London.
10(jjjj)- Pump manufacturing agreement between Biosearch Medical Products, Inc. and N. V.
Verenigde Bedrijven Nutricia.
10(kkkk)- Warehouse lease amendment dated May 8, 1992 between Biosearch and MSA Associates.
</TABLE>
THE FOLLOWING EXHIBITS ARE INCORPORATED BY THE RESPECTIVE REFERENCE SYMBOL TO
THE ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1992:
<TABLE>
<CAPTION>
<S> <C>
10(llll)- Ross Laboratories, paid-up royalty for a non-exclusive licence to the Company's patented
Flow-ThroughTM stylet.
10(mmmm)- Retirement of $300,000 U.S. Denominated 10% Subordinated Convertible Notes, due August
2, 1992, into $300,000 10% U.S. Denominated Non-Convertible Subordinated Notes, due
August 2, 1994,
10(nnnn)- Product line purchasing agreement between Biosearch Medical Products, Inc. and N. V.
Verenigde Bedrijven Nutricia.
10(oooo)- Extension of existing warehouse lease - dated March 8, 1993 between Biosearch and MSA
Associates.
10(pppp) Promissory note between Medical Specialties Co., Inc. and Biosearch Medical Products, Inc.
50
</TABLE>
<PAGE>
THE FOLLOWING EXHIBITS ARE INCORPORATED BY THE RESPECTIVE REFERENCE SYMBOL TO
THE ANNUAL REPORT ON FORM 10-K SB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993:
<TABLE>
<CAPTION>
<S> <C>
10(qqqq) Product distribution and license agreements between Biosearch Medical Products, Inc. and
N. V. Verenigde Bedrijven Nutricia, dated April 8, 1993.
10(rrrr) Product distribution and license agreements between Biosearch Medical Products, Inc. and
C. R. Bard, dated January 1, 1994.
</TABLE>
THE FOLLOWING EXHIBITS ARE INCORPORATED BY THE RESPECTIVE REFERENCE SYMBOL TO
THE ANNUAL REPORT ON FORM 10-K SB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994:
<TABLE>
<CAPTION>
<S> <C>
10(ssss) Asset Purchase Agreement Pee Wee Tube product line between Biosearch
Medical Products, Inc. and C. R. Bard, dated April 4, 1994.
10(tttt) Asset Purchase Agreement including product supply patent license J-Tube
Supply and Escrow Agreements between Biosearch Medical Products, Inc. and
Sherwood Medical Products (subsidiary American Home Products), dated
May 19, 1994.
</TABLE>
THE FOLLOWING EXHIBITS ARE INCORPORATED BY THE RESPECTIVE REFERENCE SYMBOL TO
THE ANNUAL REPORT ON FORM 10-K SB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996:
<TABLE>
<CAPTION>
<S> <C>
10(uuuu) Amendment to Supply Agreement with Sherwood Medical passing minimum purchase dated
March 19, 1996.
THE FOLLOWING EXHIBITS ARE INCORPORATED BY THE RESPECTIVE REFERENCE SYMBOL TO
THE ANNUAL REPORT ON FORM 10-K SB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997:
10(vvvv) Contract of sale of between Biosearch and Rebtex for sale of Company's building dated
November 24, 1997 and terminated in April, 1998.
</TABLE>
THE FOLLOWING EXHIBITS ARE INCORPORATED BY THE RESPECTIVE REFERENCE SYMBOL TO
THE ANNUAL REPORT ON FORM 10-K SB FOR THE FISCAL YEAR ENDED DECEMBER 31,1998:
<TABLE>
<CAPTION>
<S> <C>
10(wwww) Contract of sale between Biosearch and Hydromer for the sale of the building dated March,
1998, closed June 12, 1998
10(xxxx) Three year lease of Company's headquarters from Hydromer on June 12, 1998, prepaid at
$346,500.
10(yyyy) Standstill Agreement between C.R.Bard and Biosearch dated August 14, 1998 preventing the
Company from offering the urinary catheter business to others, extended on October 30, 1998
at a total consideration of $200,000.
</TABLE>
THE FOLLOWING EXHIBITS ARE INCORPORATED BY THE RESPECTIVE REFERENCE SYMBOL TO
THE ANNUAL REPORT ON FORM 10-K SB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999:
<TABLE>
<CAPTION>
<S> <C>
10(zzzz) Asset sale between the Company and C.R.Bard dated February 25, 1999 selling a coating
machine and all technology to manufacture intermittent urinary catheters for $650,000
($200,000 already paid).
</TABLE>
51
22 - Subsidiary of the Company
EXHIBIT 22
SUBSIDIARY OF THE COMPANY
The following table sets forth certain information as of December 31, 1992
concerning the subsidiaries of the Company.
PERCENTAGE
PLACE OF OWNED BY
INCORPORATION THE COMPANY
------------- -----------
Pouch Laboratories, Inc. New Jersey 100%
During August, 1993 a resolution was passed by the Company's Board Of
Directors to dissolve Pouch Laboratories, Inc. having no reason to maintain
the existence of this subsidiary. (See note 4, "Discontinued Operations" -
1993 10-K SB)
25 - Power of Attorney (see "Power of Attorney" in the Annual Report on
Form 10-K SB)
52
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 105,768
<SECURITIES> 0
<RECEIVABLES> 78,751
<ALLOWANCES> 0
<INVENTORY> 297,613
<CURRENT-ASSETS> 738,259
<PP&E> 2,440,400
<DEPRECIATION> 2,287,523
<TOTAL-ASSETS> 896,998
<CURRENT-LIABILITIES> 807,828
<BONDS> 0
0
0
<COMMON> 11,129,954
<OTHER-SE> (11,009,545)
<TOTAL-LIABILITY-AND-EQUITY> 896,998
<SALES> 1,294,838
<TOTAL-REVENUES> 1,294,838
<CGS> 1,271,216
<TOTAL-COSTS> 1,271,216
<OTHER-EXPENSES> 859,077
<LOSS-PROVISION> (835,455)
<INTEREST-EXPENSE> (22,472)
<INCOME-PRETAX> (850,976)
<INCOME-TAX> 0
<INCOME-CONTINUING> (850,976)
<DISCONTINUED> 0
<EXTRAORDINARY> (850,976)
<CHANGES> 0
<NET-INCOME> (850,976)
<EPS-BASIC> (0.39)
<EPS-DILUTED> (0.39)
</TABLE>
