<PAGE>
____________________________________________________________________________
____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1996
___________________________________________________________
COMMISSION FILE NUMBER 0-17714
___________________________________________________________
BIOPOOL INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 58-1729436
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6025 Nicolle Street
Ventura, California 93003
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 805-654-0643
_______________________________________________________________________
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 proceeding 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of the latest practicable date:
Outstanding at June 30, 1996, Common Stock, $.01 par value per share,
7,992,549 shares.
______________________________________________________________________________
______________________________________________________________________________
<PAGE>
BIOPOOL INTERNATIONAL, INC.
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1- Financial Statements (Unaudited)
Consolidated Balance Sheets as of June 30, 1996
and December 31, 1995 3
Consolidated Statements of Income for the
Three-Month and Six-Month Periods Ending June 30,
1996 and 1995 5
Consolidated Statements of Cash Flows for the
Six-Month Periods Ending June 30, 1996 and 1995 6
Notes to Consolidated Financial Statements 7
Item 2- Management's Discussion and Analysis or
Plan of Operation 9
PART II. OTHER INFORMATION
Item 1- Legal Proceedings
Incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended
December 31, 1995
Item 2- Changes in Securities
Not Applicable
Item 3- Defaults upon Senior Securities
Not Applicable
Item 4- Submission of Matters to a Vote of Security 10
Holders
Item 5- Other Information
Not Applicable
Item 6- Exhibits and Reports on Form 8-K
The Company did not file any reports on
Form 8-K during the three months ended
June 30, 1996.
SIGNATURES 11
2
<PAGE>
<TABLE>
BIOPOOL INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, 1996 December 31, 1995
(Unaudited)
___________________________________________________________________________
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,700,750 $ 1,282,527
Accounts receivable, net of
allowance for doubtful
accounts of $12,856 and
$2,856 in 1996 and 1995,
respectively 1,340,390 1,153,608
Inventories 2,236,846 1,841,910
Prepaid expenses and other
current assets 355,469 414,880
Refundable income taxes 54,968 61,820
Deferred income taxes 129,457 --
___________________________________________________________________________
TOTAL CURRENT ASSETS 5,817,880 4,754,745
___________________________________________________________________________
PROPERTY AND EQUIPMENT 3,676,032 3,485,030
Less accumulated depreciation
and amortization (1,914,016) (1,713,952)
___________________________________________________________________________
PROPERTY AND EQUIPMENT, NET 1,762,016 1,771,078
___________________________________________________________________________
OTHER ASSETS
Patent application costs, net 152,207 150,555
Excess of cost over net assets
of acquired companies, net 643,056 670,586
Other assets 43,528 88,777
___________________________________________________________________________
TOTAL OTHER ASSETS 838,791 909,918
___________________________________________________________________________
TOTAL ASSETS $ 8,418,687 $ 7,435,741
___________________________________________________________________________
___________________________________________________________________________
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
<TABLE>
BIOPOOL INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
(continued)
<CAPTION>
June 30, 1996 December 31, 1995
(Unaudited)
_________________________________________________________________________
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank borrowings $ 18,314 $ 22,331
Accounts payable 480,499 252,548
Accrued expenses 590,045 467,575
Income taxes payable 27,284 53,915
Current portion of long-term debt 176,666 181,621
_______________________________________________________________________
TOTAL CURRENT LIABILITIES 1,292,808 977,990
_______________________________________________________________________
LONG-TERM DEBT, NET 443,360 523,807
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value,
50,000,000 shares authorized;
9,485,328 and 9,428,530 shares
issued and outstanding at June
30, 1996 and December 31, 1995
(less 1,492,779 shares held in
treasury), respectively 94,854 94,286
Additional paid-in capital 9,585,933 9,547,906
Accumulated deficit (3,126,775) (3,813,162)
Cumulative foreign currency
translation adjustment 128,507 104,914
_______________________________________________________________________
TOTAL STOCKHOLDERS' EQUITY 6,682,519 5,933,944
_______________________________________________________________________
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 8,418,687 $ 7,435,741
_______________________________________________________________________
_______________________________________________________________________
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
<TABLE>
BIOPOOL INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Three months ending Six months ending
June 30, June 30,
1996 1995 1996 1995
________________________________________________________________________
<S> <C> <C> <C> <C>
SALES $ 2,089,049 $ 1,776,181 $ 3,866,934 $ 3,318,238
________________________________________________________________________
COSTS AND EXPENSES
Cost of sales 1,008,152 864,114 1,910,847 1,606,031
Selling, general
and administrative 637,894 536,237 1,165,520 1,094,209
Research and devel-
opment 44,685 53,755 102,986 121,965
________________________________________________________________________
TOTAL COSTS AND
EXPENSES 1,690,731 1,454,106 3,179,353 2,822,205
________________________________________________________________________
OPERATING INCOME 398,318 322,075 687,581 496,033
________________________________________________________________________
OTHER INCOME (EXPENSE)
Interest income 18,876 19,890 35,741 40,202
Interest expense (17,206) (9,215) (36,165) (16,983)
Loss on disposal
of assets -- (1,345) -- (1,345)
Other 1,848 5,977 3,906 9,796
________________________________________________________________________
TOTAL OTHER INCOME
(EXPENSE) 3,518 15,307 3,482 31,670
________________________________________________________________________
INCOME BEFORE TAXES 401,836 337,382 691,063 527,703
INCOME TAXES 15,412 55,210 4,676 90,341
________________________________________________________________________
NET INCOME $ 386,424 $ 282,172 $ 686,387 $ 437,362
________________________________________________________________________
________________________________________________________________________
NET INCOME PER SHARE $ .05 $ .04 $ .09 $ .06
________________________________________________________________________
________________________________________________________________________
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
<TABLE>
BIOPOOL INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Six months ended June 30,
1996 1995
___________________________________________________________________________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 686,387 $ 437,362
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 247,729 180,539
Other (2,878) 1,346
Changes in operating assets and liabilities:
Accounts receivable (186,782) (298,380)
Inventories (394,936) (332,902)
Prepaid expenses and other assets 9,411 (198,582)
Refundable income taxes 6,852 --
Accounts payable and accrued expenses 350,421 273,277
Income taxes payable (26,631) 4,801
Amount due to officer -- (10,634)
Deferred taxes (129,457) --
____________________________________________________________________________
CASH PROVIDED BY OPERATING ACTIVITIES 560,116 56,827
____________________________________________________________________________
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (191,002) (470,617)
Proceeds from disposal of assets -- 700
Patents and other assets 73,462 (71,243)
____________________________________________________________________________
CASH USED IN INVESTING ACTIVITIES (117,540) (541,160)
____________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Short-term borrowings (4,017) 80,146
Repayment of long-term debt (85,955) (32,929)
Issuance of long-term debt 5,740 457,559
Issuance of common stock 36,286 --
____________________________________________________________________________
CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES (47,946) 504,776
Effect of exchange rates 23,593 44,786
____________________________________________________________________________
NET INCREASE IN CASH 418,223 65,229
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 1,282,527 1,841,475
____________________________________________________________________________
CASH AND CASH EQUIVALENTS, END OF PERIOD 1,700,750 1,906,704
____________________________________________________________________________
CASH PAID FOR:
Interest $ 37,907 $ 15,500
Income taxes 44,955 50,218
___________________________________________________________________________
___________________________________________________________________________
</TABLE>
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-QSB
and Regulation S-B. Accordingly, they do not include all of the
information and notes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the six-month period ended June 30, 1996 is not
necessarily indicative of the results that may be expected for the year
ended December 31, 1996. For further information, refer to the
consolidated financial statements and notes thereto included in the
Company's annual report on Form 10-K for the year ended December 31,
1995.
The balance sheet at December 31, 1995 has been derived from the
audited financial statements at that date but does not include all of
the information and notes required by generally accepted accounting
principles for complete financial statements.
2. INVENTORIES
<TABLE>
Inventories consist of the following:
<CAPTION>
June 30, December 31,
1996 1995
<S> <C> <C>
Raw materials $ 687,352 $ 616,637
Work in process 753,112 706,520
Finished products 796,382 518,753
____________ ____________
$ 2,236,846 $ 1,841,910
____________ ____________
</TABLE>
3. INCOME TAXES
The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income
Taxes." Income taxes are provided based on earnings reported for
financial statement purposes. Deferred taxes are provided on the
temporary differences between income for financial statement and tax
purposes.
In accordance with the provisions of SFAS 109, the Company regularly
evaluates the components of its temporary differences and the related
allowance account. At June 30, 1996, the Company reduced its allowance
account approximately $200,000 in order to properly reflect the future
benefit of such differences.
7
<PAGE>
4. NET INCOME PER SHARE
The net income per common share is based on the average number of
common shares outstanding during each year (1996 - 7,962,143; 1995 -
7,893,366). The exercise of outstanding options would have an
immaterial effect on earnings per share.
5. RECLASSIFICATIONS
Certain 1995 amounts have been reclassified to conform with the 1996
presentation.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Financial Condition:
At June 30, 1996, the Company had cash and cash equivalents of approximately
$1,701,000 and unused lines of credit of approximately $354,000.
Working capital has remained strong at approximately 4.6 to 1.0. With
the recent introduction of new products and the elimination of non-recurring
professional fees associated with the settlement of litigation in late 1995,
management believes that the Company will continue to strengthen its
financial condition.
Cash flows from operating activities were $560,116 for the six months
ended June 30, 1996, an increase of approximately $503,000, or 886%,
over the same period in 1995. This increase was primarily due to
higher sales volume and a reduction in non-recurring professional fees.
The Company believes that its current capital resources, including
existing cash and access to available lines of credit, together with
funds generated from operations, should be sufficient to meet the
Company's operating requirements through the remainder of 1996. The
Company may use a portion of its cash to acquire businesses, products,
or technologies complementary to its business, although it has no such
commitments and no such acquisitions are currently being negotiated or
planned.
Results of Operations:
Sales increased by $312,868, or 18%, to $2,089,049 for the three-month
period ended June 30, 1996 and increased by $548,696, or 17%, to
$3,866,934 for the six months ended June 30, 1996, compared to the
corresponding periods in 1995. Sales increased generally throughout
all product areas, including significant growth in Minutex-R- D-Dimer,
as well as enhanced sales to certain key OEM accounts. Management
expects to see continued growth in these areas during the remainder of
1996.
During the six-month period ended June 30, 1996, no customer accounted
for over 10% of sales.
Cost of sales, as a percent of sales, increased by approximately 1%,
from 48% to 49%, for the six-month period ended June 30, 1996, compared
to the corresponding period in 1995. This increase was due primarily
to the product mix sold during the period and does not, in the opinion
of management, reflect a significant trend toward higher cost of sales.
Selling, general and administrative expenses increased approximately
$71,000, or 7% for the six-month period ended June 30, 1996, over the
corresponding period in 1995. This was due to increased consulting and
professional fees incurred in connection with the Company's search for
potential acquisitions of businesses and product lines and additional
personnel necessary to meet increased sales and manufacturing demands.
Net income increased 37% to $386,424 in the second quarter of 1996 from
$282,172 in the same period in 1995, and increased 57%, from $437,362
to $686,387, for the corresponding six-month periods ended June 30,
1995 and 1996, respectively. This was largely due to continuing growth
in private-label accounts and the introduction of new products.
9
<PAGE>
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Registrant's Annual Meeting of Stockholders was held on
June 6, 1996.
(b) The following directors were elected for the ensuing year at
the Annual Meeting:
Michael D. Bick, Ph.D. Andrew L. Cerskus, Ph.D.
Lewis J. Kaufman Douglas L. Ayer
No other director's term of office continued after the Annual
Meeting.
(c) The matters voted upon at the Annual Meeting, the number of
votes cast for, against, or withheld, as well as the number of
abstentions and broker non-votes as to each such matter were as
follows:
1. The election of Michael D. Bick, Ph.D., as a director:
5,629,896 votes for, 17,550 votes against, 0 votes
withheld, 0 abstentions, 0 broker non-votes.
2. The election of Andrew L. Cerskus, Ph.D., as a director:
5,629,896 votes for, 17,550 votes against, 0 votes
withheld, 0 abstentions, 0 broker non-votes.
3. The election of Lewis J. Kaufman as a director:
5,629,896 votes for, 17,550 votes against, 0 votes
withheld, 0 abstentions, 0 broker non-votes.
4. The election of Douglas L. Ayer as a director:
5,629,896 votes for, 17,550 votes against, 0 votes
withheld, 0 abstentions, 0 broker non-votes.
(d) None.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: July 26, 1996 BIOPOOL INTERNATIONAL, INC.
___________________________
(Registrant)
/s/ Michael D. Bick, Ph.D.
___________________________
Michael D. Bick, Ph.D.
Chief Executive Officer and
Chairman of the Board
/s/ Jeffrey C. Hass
___________________________
Jeffrey C. Hass
Secretary and Director of Finance
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,700,750
<SECURITIES> 0
<RECEIVABLES> 1,353,246
<ALLOWANCES> (12,856)
<INVENTORY> 2,236,846
<CURRENT-ASSETS> 5,817,880
<PP&E> 3,676,032
<DEPRECIATION> (1,914,016)
<TOTAL-ASSETS> 8,418,687
<CURRENT-LIABILITIES> 1,292,808
<BONDS> 0
0
0
<COMMON> 94,854
<OTHER-SE> 9,714,440
<TOTAL-LIABILITY-AND-EQUITY> 8,418,687
<SALES> 3,866,934
<TOTAL-REVENUES> 0
<CGS> 1,910,847
<TOTAL-COSTS> 3,179,353
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36,165
<INCOME-PRETAX> 691,063
<INCOME-TAX> 4,676
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 686,387
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
