CYTOCARE INC
10-Q, 1995-08-11
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-Q

(Mark One)
[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended          JUNE 30, 1995
                                ---------------------------------------------

                                       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  0-16752  
                                              ---------

                                 CYTOCARE, INC.
- -----------------------------------------------------------------------------  
             (Exact name of registrant as specified in its charter)
                                                       
                    DELAWARE                               66-0439440        
- -----------------------------------------------------------------------------
           (State or other jurisdiction                 (I.R.S. Employer
         of incorporation or organization)             Identification No.)

100 COLUMBIA, SUITE 100, ALISO VIEJO,  CALIFORNIA               92718
- -----------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code:       (714) 448-7700
                                                     ------------------------

                                NOT APPLICABLE
- -----------------------------------------------------------------------------
       (Former name, former address and former fiscal year, if changed,
                              since last report)

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.

                                                           Yes X        No
                                                              ---         ---

The number of shares of the Common Stock of the registrant outstanding as of
August 4, 1995 was 5,197,355.
<PAGE>   2


                                 CYTOCARE, INC.

                               INDEX TO FORM 10-Q


                           PART I.  FINANCIAL INFORMATION
                           ------------------------------
<TABLE>
<CAPTION>
                                                                                         Page No.
                                                                                         --------
<S>                                                                                        <C>
Item 1.  Financial Statements:

         Condensed Consolidated Balance Sheets
                  June 30, 1995 (Unaudited)                                                 3
                  and December 31, 1994

         Condensed Consolidated Statements of Operations (Unaudited)
                  Three and Six Months Ended June 30, 1995 and 1994                         4

         Condensed Consolidated Statement of Stockholders' Equity (Unaudited)
                  Six Months Ended June 30, 1995                                            5

         Condensed Consolidated Statements of Cash Flows (Unaudited)
                  Six Months ended June 30, 1995 and 1994                                   6

         Notes to Unaudited Condensed Consolidated Financial Statements                     7

Item 2.  Management's Discussion and Analysis of Financial Condition
                          and Results of Operations                                         9


                             PART II.  OTHER INFORMATION
                             ---------------------------

Item 1.  Legal Proceedings                                                                 11

Item 2.  Changes in Securities                                                             11

Item 3.  Defaults Upon Senior Securities                                                   11

Item 4.  Submission of Matters to a Vote of Security Holders                               11
                                                                                 
Item 5.  Other Information                                                                 11

Item 6.  Exhibits and Reports on Form 8-K                                                  11

Signatures                                                                                 12
</TABLE>
<PAGE>   3
                                 CYTOCARE, INC.

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>                                                              
                                                                        JUNE 30,       DECEMBER 31,
                                                                         1995              1994       
                                                                      -----------      ------------
                                                                      (Unaudited) 
<S>                                                                   <C>               <C>
Current assets:                                                                   
                                                                                  
     Cash and equivalents   . . . . . . . . . . . . . . . . . . .     $ 1,806,724       $ 1,261,596
     Short term investments   . . . . . . . . . . . . . . . . . .      14,475,840        13,148,586
     Accounts receivable, less allowance for doubtful                             
       accounts of $265,000 and $257,000 at June                                  
       30, 1995 and December 31, 1994, respectively . . . . . . .       1,564,295         1,825,150
     Inventories  . . . . . . . . . . . . . . . . . . . . . . . .       1,647,445         1,607,090
     Deferred tax assets  . . . . . . . . . . . . . . . . . . . .       1,005,000         1,005,000
     Prepaid expenses and other current assets  . . . . . . . . .         488,024           394,595
                                                                      -----------       -----------
                                                                                  
        Total current assets  . . . . . . . . . . . . . . . . . .      20,987,328        19,242,017
                                                                                  
Property and equipment, at cost . . . . . . . . . . . . . . . . .       6,180,870         6,722,721
     Less accumulated depreciation and amortization . . . . . . .      (3,463,218)       (3,727,123)
                                                                      -----------       ----------- 
                                                                                  
        Net property and equipment  . . . . . . . . . . . . . . .       2,717,652         2,995,598
                                                                                  
Other assets, net . . . . . . . . . . . . . . . . . . . . . . . .         172,500            22,500
                                                                      -----------       -----------
                                                                      $23,877,480       $22,260,115
                                                                      ===========       ===========
                                                                                  
                      LIABILITIES AND STOCKHOLDERS' EQUITY                        
                      ------------------------------------                        
                                                                                  
Current liabilities:                                                              
    Accounts payable  . . . . . . . . . . . . . . . . . . . . . .     $   461,923       $   521,496
    Accrued expenses  . . . . . . . . . . . . . . . . . . . . . .         172,459           368,942
    Accrued income taxes  . . . . . . . . . . . . . . . . . . . .         433,784           601,776
    Accrued payroll expenses  . . . . . . . . . . . . . . . . . .         244,724           408,884
    Deferred revenue  . . . . . . . . . . . . . . . . . . . . . .         551,941           642,551
    Customer deposits . . . . . . . . . . . . . . . . . . . . . .             ---            40,000
                                                                      -----------       -----------
        Total current liabilities . . . . . . . . . . . . . . . .       1,864,831         2,583,649

Deferred tax liabilities  . . . . . . . . . . . . . . . . . . . .         225,000           225,000

Commitments and contingencies                                                     

Stockholders' equity:                                                             
    Common stock - $.004 par value, 20,000,000                                    
      shares authorized, 5,177,133 and 4,944,603                                  
      shares issued and outstanding at June 30,                                   
      1995 and December 31, 1994, respectively  . . . . . . . . .          20,789            19,778
    Additional paid-in capital  . . . . . . . . . . . . . . . . .      17,937,634        17,675,642
    Unrealized gain/(loss) on short-term investments  . . . . . .          17,613           (46,279)
    Accumulated earnings  . . . . . . . . . . . . . . . . . . . .       3,811,613         1,802,325
                                                                      -----------       -----------
        Total stockholders' equity  . . . . . . . . . . . . . . .      21,787,649        19,451,466
                                                                      -----------       -----------
                                                                      $23,877,480       $22,260,115
                                                                      ===========       ===========
</TABLE>


                            See accompanying notes.

                                       3
<PAGE>   4


                                 CYTOCARE, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED                       SIX MONTHS ENDED
                                                               JUNE 30,                                JUNE 30,
                                                         1995             1994                  1995              1994    
                                                      ----------       ----------            ----------        ----------
<S>                                                   <C>              <C>                   <C>
Revenues:
   Net equipment sales . . . . . . . . . . .          $  997,500       $  751,095            $2,392,665        $2,286,095
   Procedures fees, maintenance
    and laser catheters  . . . . . . . . . .           3,023,613        2,936,441             6,212,059         5,773,730
   Interest. . . . . . . . . . . . . . . . .             246,530          140,363               476,771           259,763
                                                      ----------       ----------            ----------        ----------
       Total revenues  . . . . . . . . . . .           4,267,643        3,827,899             9,081,495         8,319,588

Costs and expenses:
   Cost of equipment sales . . . . . . . . .             454,659          288,326             1,041,476           965,692
   Costs related to procedures and
     maintenance fees and laser catheters  .           1,251,481        1,071,937             2,594,873         2,074,877
   Research and development  . . . . . . . .             273,614          284,720               489,528           672,484
   Selling and marketing . . . . . . . . . .             452,794          836,170               969,717         1,492,964
   General and administrative  . . . . . . .             425,875          532,129               883,008         1,145,276
   Other expense . . . . . . . . . . . . . .              12,609            2,668                13,605            20,502
                                                      ----------       ----------            ----------        ----------
      Total costs and expenses   . . . . . .           2,871,032        3,015,950             5,992,207         6,371,795
                                                      ----------       ----------            ----------        ----------
Income (loss) before provision
   for (benefit from) income taxes   . . . .           1,396,611          811,949             3,089,288         1,947,793
Provision for (benefit from) income taxes                480,000          160,000             1,080,000           331,000
                                                      ----------       ----------            ----------        ----------

Net income (loss). . . . . . . . . . . . . .          $  916,611       $  651,949            $2,009,288        $1,616,793
                                                      ==========       ==========            ==========        ==========

Earnings per share:
   Primary . . . . . . . . . . . . . . . . .          $      .17       $      .12            $      .36        $      .30
                                                      ==========       ==========            ==========        ==========
   Fully diluted . . . . . . . . . . . . . .          $      .17       $      .12            $      .36        $      .30
                                                      ==========       ==========            ==========        ==========

Number of shares used in the computation of
   income per share:
   Primary . . . . . . . . . . . . . . . . .           5,502,009        5,304,003             5,516,663         5,327,883
                                                      ==========       ==========            ==========        ==========
   Fully diluted . . . . . . . . . . . . . .           5,535,073        5,304,003             5,572,763         5,327,883
                                                      ==========       ==========            ==========        ==========
</TABLE>

                            See accompanying notes.

                                       4
<PAGE>   5





                                 CYTOCARE, INC.

            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                         SIX MONTHS ENDED JUNE 30, 1995
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                COMMON STOCK                                                        
                                           ---------------------      ADDITIONAL                     UNREALIZED LOSS
                                           NUMBER OF                   PAID-IN       ACCUMULATED     ON SHORT-TERM  
                                            SHARES       AMOUNT        CAPITAL        (DEFICIT)       INVESTMENTS         TOTAL     
                                           ---------     -------     -----------     -----------    ----------------   -----------
                                                                                                                    
<S>                                        <C>           <C>         <C>              <C>               <C>            <C>
Balance at December 31, 1994 . . . . . .   4,944,603     $19,778     $17,675,642      $1,802,325        $(46,279)      $19,451,466
                                                                                                                    
Common Stock options exercised . . . . .     252,752       1,011         261,992             ---             ---           263,003
                                                                                                                    
Unrealized loss on short-term                                                                                       
  investments  . . . . . . . . . . . . .         ---         ---             ---             ---          63,892            63,892
                                                                                                                    
Net income . . . . . . . . . . . . . . .         ---         ---             ---       2,009,288                         2,009,288
                                           ---------     -------     -----------      ----------        --------       -----------
                                                                                                                    
Balance at June 30, 1995 . . . . . . . .   5,197,355     $20,789     $17,937,634      $3,811,613        $ 17,613       $21,787,649
                                           =========     =======     ===========      ==========        ========       ===========
</TABLE>





                            See accompanying notes.





                                       5
<PAGE>   6
                                 CYTOCARE, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                    SIX MONTHS ENDED JUNE 30, 1995 AND 1994
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                             1995               1994
                                                                         ------------       ------------
<S>                                                                        <C>                <C>
Cash flows from operating activities:                                                 
   Net income   . . . . . . . . . . . . . . . . . . . . . . . . . .      $  2,009,288       $  1,616,793
  Adjustments to reconcile net income to net                                          
    cash provided by (used in) operating activities:                                  
      Depreciation and amortization . . . . . . . . . . . . . . . .           460,777            421,347
      Provision for doubtful accounts . . . . . . . . . . . . . . .               ---            130,000
      Provision for related party loan  . . . . . . . . . . . . . .             1,315             18,412
      Unrealized losses (gains) on short-term                                         
       investments  . . . . . . . . . . . . . . . . . . . . . . . .               ---             (9,513)
   Changes in assets and liabilities:                                                 
       Accounts receivable  . . . . . . . . . . . . . . . . . . . .           256,849             32,621
       Inventories  . . . . . . . . . . . . . . . . . . . . . . . .          (249,888)          (475,734)
       Prepaid expenses and other current assets  . . . . . . . . .           (93,429)           206,739
       Accounts payable and accrued expenses  . . . . . . . . . . .          (420,216)            25,801
       Accrued income taxes   . . . . . . . . . . . . . . . . . . .          (167,992)           288,501
       Deferred revenue . . . . . . . . . . . . . . . . . . . . . .           (90,610)           194,380
       Customer deposits  . . . . . . . . . . . . . . . . . . . . .           (40,000)           (82,417)
       Other, net . . . . . . . . . . . . . . . . . . . . . . . . .          (150,000)            99,561
                                                                         ------------       ------------
                                                                                      
   Net cash provided by (used in) operating activities  . . . . . .         1,516,094          2,466,491
                                                                         ------------       ------------
                                                                                      
Cash flows from investing activities:                                                 
   Purchase of marketable securities  . . . . . . . . . . . . . . .       (11,467,589)       (14,031,043)
   Sale of marketable securities  . . . . . . . . . . . . . . . . .        10,210,923         12,435,555
   Related party loan . . . . . . . . . . . . . . . . . . . . . . .            (4,006)           (18,412)
   Purchase of property and equipment . . . . . . . . . . . . . . .          (185,545)          (771,750)
   Disposals of property and equipment  . . . . . . . . . . . . . .           212,248             37,571
                                                                         ------------       ------------
                                                                                      
   Net cash used in investing activities  . . . . . . . . . . . . .        (1,233,969)        (2,348,079)
                                                                         ------------       ------------ 
                                                                                      
Cash flows from financing activities:                                                 
   Proceeds from issuance of common stock   . . . . . . . . . . . .           263,003             53,528
                                                                         ------------       ------------
                                                                                      
Net increase (decrease) in cash and equivalents . . . . . . . . . .           545,128            171,940
Cash and equivalents at beginning of period   . . . . . . . . . . .         1,261,596          2,410,363
                                                                         ------------       ------------
Cash and equivalents at end of period . . . . . . . . . . . . . . .      $  1,806,724       $  2,582,303
                                                                         ============       ============
                                                                                      
Supplemental cash flow disclosures:                                                   
   Cash paid during the period for:                                                   
    Income taxes  . . . . . . . . . . . . . . . . . . . . . . . . .      $  1,257,900       $     42,499
    Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . .      $        ---       $        ---
</TABLE>

                            See accompanying notes.





                                       6
<PAGE>   7

                                 CYTOCARE, INC.

         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 1995


A.  ORGANIZATION AND OPERATIONS OF THE COMPANY

    Cytocare, Inc. (the "Company" or "Cytocare"), a Delaware corporation 
formed in October 1984, develops, manufactures and markets medical devices and
therapeutics to treat urological diseases.  Medstone, a wholly-owned
subsidiary, manufactures, markets and maintains lithotripters, and is expanding
its Fee-for-Service Program that supplies lithotripsy equipment to providers 
on a per procedure basis.  Endocare, the Company's endourology subsidiary,
manufactures equipment and devices to treat urologic soft tissue diseases.  A
majority of the Company's consolidated revenues come from Medstone's
lithotripsy business.

    The Company, as a manufacturer of capital medical devices, has been 
vertically integrating by offering its medical devices directly to providers 
on a fee-per-procedure basis.  Medstone currently offers mobile lithotripsy 
services using mobile systems in the Western United States on a
fee-per-procedure basis.  Medstone intends to expand efforts to grow this
medical service side of its business.

    The Company's tentative business plan is to separate its operating business
units and revenue streams into independent operations.  Management hopes that
such a restructuring will benefit shareholders by bringing about operational
advantages as well as more discriminating and favorable valuations of
Cytocare's units.

B.  BASIS OF PRESENTATION

    In the opinion of the Company's management, the accompanying unaudited
condensed consolidated financial statements include all adjustments (which
consist only of normal recurring adjustments) necessary for a fair presentation
of its consolidated financial position at June 30, 1995 and consolidated
results of operations and cash flows for the periods presented.  Certain prior
period balances have been reclassified to conform with current period
presentation.  Although the Company believes that the disclosures in these
financial statements are adequate to make the information presented not
misleading, certain information and disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted and should be read in conjunction with the
Company's audited financial statements included in the Company's 1994 Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March
28, 1995.  Results of operations for the six months ended June 30, 1995 are not
necessarily indicative of results to be expected for the full year.





                                       7
<PAGE>   8

C.   PER SHARE INFORMATION

     Per share information is presented in the accompanying consolidated
statements of operations based upon the weighted average number of common and
common equivalent shares outstanding.  Common equivalent shares result from the
assumed exercise of outstanding dilutive securities when applying the treasury
stock method.  Fully diluted per share information is not presented for periods
in which the effect is antidilutive.

D.   INVENTORIES

     At June 30, 1995 and December 31, 1994, inventories consisted of the 
following:

<TABLE>
<CAPTION>
                                         June 30, 1995     December 31, 1994
                                         -------------     -----------------
<S>                                        <C>                 <C>
Raw materials . . . . . . . . . .          $1,328,595          $1,194,369
Work in process . . . . . . . . .             165,110             181,416
Finished goods  . . . . . . . . .             153,740             231,305
                                           ----------          ----------
                                           $1,647,445          $1,607,090
                                           ==========          ==========
</TABLE>

E.   INCOME TAXES

     The Company adopted Financial Accounting Standards Board Statement No. 109
in 1991.  The effect of the adoption was to permit the Company to reduce its
income tax expense by the utilization of the net operating loss carryforward
rather than treating the realization of the net operating loss carryforward as
an extraordinary credit.

F.   SHORT-TERM INVESTMENTS

     The Company adopted Financial Accounting Standards Board Statement No. 115
as of January 1, 1994.  The effect of the adoption is that the Company
classifies its entire investment portfolio as available-for-sale.  Accordingly,
unrealized holding gains and losses on short-term investments will be carried
as a separate component of stockholder's equity.

G.   CONTINGENCIES

     The Company is a defendant in two related class action junk lawsuits filed
by strike suit lawyers ostensibly on behalf of two shareholders of the Company
alleging that adverse material information was not disclosed at the time of the
initial public offering and in subsequent periods.  On May 4, 1992, the
district court granted summary judgment in one of the actions in favor of the
Company on all claims.  On July 9, 1992, the district court granted the
Company's motion to dismiss the second action.  Plaintiffs in both cases filed
an appeal to the Ninth Circuit Court.  In October 1994, the Company received
the opinion of the Ninth Circuit Court of Appeals affirming in part and
reversing in part the United States District Court's decision granting summary
judgment in favor of the Company and several officers.  The complaints allege
principally that adverse material information was not disclosed at the time of
the initial public offering in June 1988.  The Company has filed a Supreme
Court brief and pending a decision intends to proceed to trial on any remaining
matters.  The ultimate outcome of this junk litigation cannot presently be
determined.  Accordingly, no provision for any liability that may result, if
any, has been made in the financial statements.





                                       8
<PAGE>   9
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

      The following discussion and analysis should be read in conjunction with 
the Company's audited financial statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations included in the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 22, 1995.


GENERAL

       As previously announced, the Company plans to reform and spin out its
business units into independent companies in hopes of achieving a fairer market
valuation for our shareholders.  The Company is making progress on this
unbundling plan.  To date, the Company's consolidated revenues have come
primarily from Medstone's lithotripsy business.  The Company also realized
revenue from sales of its disposable laser catheters that is included with
procedures and maintenance fees.

       The Company began the year with approximately $14.4 million in cash
and marketable securities, no debt, inventories of $1.6 million, and total
assets of $22.3 million.  The Company ended the quarter with approximately
$16.3 million in cash and marketable securities, no debt, inventories of $1.6
million, and total assets of $23.9 million.

       Accounts receivable decreased by $261,000 from December 31, 1994 to
June 30, 1995 on sales of $9,081,000 due to the timing of equipment sales
within the periods.  In the six months ended June 30, 1995, shipments occurred
with payments received within the period and a higher proportion of the
Company's revenues are from procedure fees, which have a faster payment cycle.

       Inventories are stated net of reserves for excess and obsolescence.
Management periodically reviews inventories for obsolescence and, in the
current period, no inventories were written off against reserves.  Management
will continue to monitor inventory and will, when necessary, adjust inventory
reserves accordingly.


RESULTS OF OPERATIONS

       The Company recognized revenue of $4.3 million and $9.1 million for 
the second quarter and first six months of 1995, an increase of 12% and 9%,
respectively, compared to the corresponding periods of 1994.  Equipment
revenues increased by 33% in the three months ended June 30, 1995, and the six
months ended June 30, 1995 showed a 5% increase in equipment revenues.  Also
increasing in the comparable time periods were the recurring revenues from
procedures, maintenance and laser catheters, which increased by 3% for the
second quarter, and 8% for the first six months.

       Interest income increased by 76% in the second quarter of 1995 compared 
to the second quarter of 1994 due to an increase of 65% on the average
investment yield in 1995 and an increased average invested cash balance of
$3,600,000 from period to period.  For the six months ended June 30, 1995,
interest income increased by 84% from the same period of the prior year due to
an increased average yield of 76% on a $3,400,000 higher average invested
balance.





                                       9
<PAGE>   10
       Equipment cost of sales increased to 46% and 42% for the second quarter 
and first six months of 1995, respectively, compared to 38% and 42% for the
corresponding periods of 1994 due to the change of product mix, with more high
content unit shipments occurring in 1995 against a lower average unit selling
price when compared to the prior year.  The cost of sales related to recurring
revenue increased to 41% and 42% of revenues for the second quarter and first
six months of 1995, respectively, compared to 37% and 36% for the same periods
in the prior year due to the Company's expanded mobile route operations and the
overhead needed to service those operations.

       Research and development expenses decreased by 5% and 27% during the 
three and six months ended June 30, 1995, respectively,  compared to the
corresponding periods of 1994, due primarily to a lower headcount and supplies
expenses.

       Selling expenses decreased by 46% in the second quarter and 35% in
first six months of 1995, compared to the same periods of the prior year.  The 
decreases were attributable to decreases in bad debt, commission on laser
catheters and product support expenses.

       General and administrative expenses decreased for the three months ended
June 30, 1995 by 20% compared to the corresponding period in the prior year due
to reductions in payroll and travel expenses.  For the six months ended June
30, 1995, general and administrative expenses decreased by 23% from the same
period in 1994 due to lower legal costs.

        Other expenses increased in the three months ended June 30, 1995
compared to the same periods of the prior year due to increased legal costs
incurred in connection with the class action junk lawsuit filed against the
Company.  For the six months ended June 30, 1995, other expenses decreased
compared to the corresponding period of 1994 due to the facility relocation
costs incurred in 1994.


LIQUIDITY AND CAPITAL RESOURCES

       At June 30, 1995, the Company had approximately $16.3 million in cash and
equivalents.  These funds were generated from earnings and the initial public
offering of the Company's common stock in June 1988, although funds generated
from operations in the first six months of 1995 are not necessarily indicative
of results to be expected for the full year.  The Company's short-term capital
requirements are funded by the current revenue cash flow.

       The Company's long-term capital expenditure requirements will depend upon
numerous factors, including the possibility  of accessing the capital markets
to help fund potential acquisitions, progress of the Company's research and
development programs, the time required to obtain regulatory approvals, the
resources that the Company devotes to the development of self-funded products,
proprietary manufacturing methods and advanced technologies, the ability of the
Company to obtain additional licensing arrangements and to manufacture products
under those arrangements, and the demand for its products if and when approved
and possible acquisitions of products, technologies and companies.

       The Company believes that its existing working capital and funds 
anticipated to be generated from operations will be sufficient to meet the cash 
needs for continuation of its present operations during 1995.





                                       10
<PAGE>   11
                                 CYTOCARE, INC.
                          PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

         None


Item 2.  Changes in Securities

         None


Item 3.  Defaults upon Senior Securities

         None


Item 4.  Submission of Matters to a Vote of Security Holders

         None


Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  The followoing exhibits are included herein:

              (11.1)  Statements re:  Computation of Per Share Information
              (27)    Financial Data Schedule

         (b)  There were no reports on Form 8-K filed with the Commission
              during the quarter ended June 30, 1995.

         


<PAGE>   12

                                   SIGNATURES


                     Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.





                                                       CYTOCARE, INC.
                                                       A Delaware corporation





Date:   August 11, 1995                                David V. Radlinski
                                                       ------------------------
                                                       David V. Radlinski
                                                       Chief Financial Officer
                                                       (Principal financial and
                                                        accounting officer)



                                       12

<PAGE>   1
                                                                 EXHIBIT 11.1

                                 CYTOCARE, INC.

                      COMPUTATION OF PER SHARE INFORMATION

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED            SIX MONTHS ENDED
                                                                    JUNE 30,                     JUNE 30,             
                                                          ---------------------------    --------------------------
                                                              1995            1994           1995          1994   
                                                          ------------     ----------    ------------    ----------
<S>                                                       <C>              <C>           <C>             <C>
Earnings:                                                    
  Net income (loss)   . . . . . . . . . .                 $    916,611     $  651,949    $ 2,009,288     $1,616,793
                                                          ============     ==========    ===========     ==========
                                                                                          
Computation of primary per share                                                          
 information:                                                                             
  Shares:                                                                                 
    Number of shares outstanding(b)   . .                    5,190,532      4,893,557     5,173,758       4,890,814
    Add effect of outstanding                                                             
       options and warrants (a)   . . . .                      311,477        410,446       342,905         437,069
                                                          ------------     ----------    ----------      ----------
    Number of shares outstanding, as                                                      
       adjusted   . . . . . . . . . . . .                    5,502,009      5,304,003     5,516,663       5,327,883
                                                          ============     ==========    ==========      ==========
                                                                                          
  Primary earnings per share:                                                             
    Net income (loss)   . . . . . . . . .                 $        .17     $      .12    $      .36            $.30
                                                          ============     ==========    ===========     ==========
                                                                                           
Computation of fully diluted per                                                          
 share information:                                                                       
  Shares:                                                                                 
    Number of shares outstanding                                                          
       per primary computation  . . . . .                    5,190,532      4,893,557     5,173,758       4,890,814
    Add effect of outstanding options and                                                 
       warrants (a)   . . . . . . . . . .                      344,541        410,446       399,005         437,069
                                                          ------------     ----------    ----------      ----------
    Number of shares outstanding as                                                       
       adjusted   . . . . . . . . . . . .                    5,535,073      5,304,003     5,572,763       5,327,883
                                                          ============     ==========    ==========      ==========
                                                                                          
  Fully diluted earnings per share:                                                       
    Net income    . . . . . . . . . . . .                 $        .17     $      .12    $      .36      $      .30
                                                          ============     ==========    ==========      ==========
</TABLE>


- -----------
(a) As determined by the application of the treasury stock method.
(b) Weighted average number of shares outstanding.

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             APR-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                       1,806,724
<SECURITIES>                                14,475,840
<RECEIVABLES>                                1,564,295
<ALLOWANCES>                                   265,000
<INVENTORY>                                  1,647,445
<CURRENT-ASSETS>                            20,987,328
<PP&E>                                       6,180,870
<DEPRECIATION>                               3,463,218
<TOTAL-ASSETS>                              23,877,480
<CURRENT-LIABILITIES>                        1,864,831
<BONDS>                                              0
<COMMON>                                        20,789
                                0
                                          0
<OTHER-SE>                                  21,766,860
<TOTAL-LIABILITY-AND-EQUITY>                23,877,480
<SALES>                                      4,021,113
<TOTAL-REVENUES>                             4,267,643
<CGS>                                        1,706,140
<TOTAL-COSTS>                                1,152,283
<OTHER-EXPENSES>                                12,609
<LOSS-PROVISION>                                   680
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              1,396,611
<INCOME-TAX>                                   480,000
<INCOME-CONTINUING>                            916,611
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   916,611
<EPS-PRIMARY>                                      .17
<EPS-DILUTED>                                      .17
        

</TABLE>


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