<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 September 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 September 30, 1996, Common Stock, $.01 par value per
share, 7,997,049 shares.
__________________________________________________________________________
<PAGE>
BIOPOOL INTERNATIONAL, INC.
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Balance Sheets as of September
30, 1996 and December 31, 1995 3
Consolidated Statements of Income for the
Three and Nine Month Periods Ending September
30, 1996 and 1995 5
Consolidated Statements of Cash Flows for the
Nine Month Periods Ending September 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
Holders
Not Applicable
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
September 30, 1996.
SIGNATURES 10
2
<PAGE>
BIOPOOL INTERNATIONAL, INC.
<TABLE>
CONSOLIDATED BALANCE SHEETS
<CAPTION>
September 30, 1996 December 31, 1995
(Unaudited)
_______________________________________________________________________
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,932,989 $ 1,282,527
Accounts receivable, net of
allowance for doubtful
accounts of $12,856 and
$2,856 in 1996 and 1995,
respectively 1,280,527 1,153,608
Inventories 2,283,197 1,841,910
Prepaid expenses and other
current assets 231,730 414,880
Refundable income taxes 3,483 61,820
Deferred income taxes 245,591 --
_______________________________________________________________________
TOTAL CURRENT ASSETS 5,977,517 4,754,745
_______________________________________________________________________
PROPERTY AND EQUIPMENT 3,713,724 3,485,030
Less accumulated depreciation
and amortization (2,012,092) (1,713,952)
_______________________________________________________________________
PROPERTY AND EQUIPMENT, NET 1,701,632 1,771,078
_______________________________________________________________________
OTHER ASSETS
Patent application costs, net 165,201 150,555
Excess of cost over net assets
of acquired companies, net 629,291 670,586
Other assets 46,357 88,777
_______________________________________________________________________
TOTAL OTHER ASSETS 840,849 909,918
_______________________________________________________________________
TOTAL ASSETS $ 8,519,998 $ 7,435,741
_______________________________________________________________________
_______________________________________________________________________
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
BIOPOOL INTERNATIONAL, INC.
<TABLE>
CONSOLIDATED BALANCE SHEETS
(continued)
<CAPTION>
September 30, 1996 December 31, 1995
(Unaudited)
_______________________________________________________________________________
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank borrowings $ 124,826 $ 22,331
Accounts payable 203,123 252,548
Accrued expenses 530,558 467,575
Income taxes payable 56,521 53,915
Current portion of long-term debt 174,033 181,621
_______________________________________________________________________________
TOTAL CURRENT LIABILITIES 1,089,061 977,990
_______________________________________________________________________________
LONG-TERM DEBT, NET 400,990 523,807
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value,
50,000,000 shares authorized;
9,489,828 and 9,428,530 shares
issued and outstanding at
September 30, 1996 and December
31, 1995(less 1,492,779 shares
held in treasury), respectively 94,899 94,286
Additional paid-in capital 9,590,107 9,547,906
Accumulated deficit (2,799,782) (3,813,162)
Cumulative foreign currency
translation adjustment 144,723 104,914
_______________________________________________________________________________
TOTAL STOCKHOLDERS' EQUITY 7,029,947 5,933,944
_______________________________________________________________________________
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 8,519,998 $ 7,435,741
_______________________________________________________________________________
_______________________________________________________________________________
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
BIOPOOL INTERNATIONAL, INC.
<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<CAPTION>
Three months ending Six months ending
September 30, September 30,
1996 1995 1996 1995
_______________________________________________________________________
<S> <C> <C> <C> <C>
SALES $2,005,593 $1,659,511 $5,872,527 $4,977,749
_______________________________________________________________________
COSTS AND EXPENSES
Cost of sales 972,924 828,424 2,883,771 2,434,455
Selling, general
and administrative 641,817 787,066 1,807,337 1,881,275
Research and devel-
opment 95,960 37,736 198,946 159,701
_______________________________________________________________________
TOTAL COSTS AND
EXPENSES 1,710,701 1,653,226 4,890,054 4,475,431
_______________________________________________________________________
OPERATING INCOME 294,892 6,285 982,473 502,318
_______________________________________________________________________
OTHER INCOME (EXPENSE)
Interest income 17,862 21,231 53,603 61,433
Interest expense (15,945) (20,461) (52,110) (37,444)
Gain (loss) on dis-
posal of assets 35 999 35 (346)
Other 67 30,458 3,973 40,254
_______________________________________________________________________
TOTAL OTHER INCOME
(EXPENSE) 2,019 32,227 5,501 63,897
_______________________________________________________________________
INCOME BEFORE TAXES 296,911 38,512 987,974 566,215
INCOME TAXES (BENEFIT) (30,082) 40,972 (25,406) 131,313
_______________________________________________________________________
NET INCOME (LOSS) $ 326,993 $ (2,460) $1,013,380 $ 434,902
_______________________________________________________________________
_______________________________________________________________________
NET INCOME PER SHARE $ .04 $ -- $ .13 $ .06
_______________________________________________________________________
_______________________________________________________________________
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
BIOPOOL INTERNATIONAL, INC.
<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Nine months ended September 30,
1996 1995
_________________________________________________________________________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 1,013,380 $ 434,902
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 370,732 328,699
Other (5,511) 346
Changes in operating assets and liabilities:
Accounts receivable (126,919) (251,468)
Inventories (441,287) (429,901)
Prepaid expenses and other assets 73,151 (200,966)
Refundable income taxes 58,337 (58,249)
Accounts payable and accrued expenses 13,558 571,253
Income taxes payable 2,606 (9,878)
Amount due to officer -- (10,634)
Deferred taxes (245,591) --
___________________________________________________________________________
CASH PROVIDED BY OPERATING ACTIVITIES 712,456 374,104
___________________________________________________________________________
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (228,694) (854,295)
Proceeds from disposal of assets -- 2,701
Patents and other assets 106,476 (261,885)
___________________________________________________________________________
CASH USED IN INVESTING ACTIVITIES (122,218) (1,113,479)
___________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Short-term borrowings 102,495 26,087
Repayment of long-term debt (128,325) (74,992)
Issuance of long-term debt 5,740 520,742
Issuance of common stock 40,505 --
___________________________________________________________________________
CASH PROVIDED BY FINANCING ACTIVITIES 20,415 471,837
Effect of exchange rates 39,809 104,787
___________________________________________________________________________
NET INCREASE (DECREASE) IN CASH 650,462 (162,751)
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 1,282,527 1,841,475
___________________________________________________________________________
CASH AND CASH EQUIVALENTS, END OF PERIOD 1,932,989 1,678,724
___________________________________________________________________________
CASH PAID FOR:
Interest $ 54,312 $ 40,406
Income taxes 44,419 24,000
___________________________________________________________________________
___________________________________________________________________________
</TABLE>
See accompanying notes to consolidated financial statements.
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 nine-month
period ended September 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>
September 30, December 31,
1996 1995
<S> <C> <C>
Raw materials $ 566,719 $ 616,637
Work in process 847,775 706,520
Finished products 868,703 518,753
____________ ____________
$ 2,283,197 $ 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
difference 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 September 30, 1996, the Company reduced its
allowance account approximately $300,000 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 - 7,972,778; 1995 - 7,897,336).
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 September 30, 1996, the Company had cash and cash equivalents of
approximately $1,933,000 and unused lines of credit of approximately
$248,000. Working capital has remained strong at approximately 5.5 to 1.
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 $712,456 for the nine months
ended September 30, 1996, an increase of approximately $338,000, or 90%,
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 current commitments for any such
acquisitions.
RESULTS OF OPERATIONS
Sales increased by $346,082, or 21%, to $2,005,593 for the three-month
period ended September 30, 1996 and increased by $894,778, or 18%, to
$5,872,527 for the nine months ended September 30, 1996, compared to the
corresponding periods in 1995. Sales increased generally throughout all
product areas, including significant growth in Minutex 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 nine-month period ended September 30, 1996, no customer
accounted for over 10% of sales.
Cost of sales, as a percent of sales, remained constant for the nine-month
period ended September 30, 1996, compared to the corresponding period in
1995.
Selling, general and administrative expenses decreased approximately
$74,000, or 4% for the nine-month period ended September 30, 1996, over the
corresponding period in 1995. This was due to the elimination of
non-recurring professional fees incurred in connection with the Company's
litigation in 1995.
Research and development expenses during the period were not material.
Net income increased to $326,993 in the third quarter of 1996 from $(2,460)
in the same period in 1995, and increased 133%, from $434,902 to
$1,013,380, for the corresponding nine-month periods ended September 30,
1995 and 1996, respectively. This was largely due to continuing growth in
private-label accounts, the introduction of new products, and the
elimination of non-recurring professional fees incurred in 1995.
9
<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: October 21, 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
10
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,932,989
<SECURITIES> 0
<RECEIVABLES> 1,293,383
<ALLOWANCES> (12,856)
<INVENTORY> 2,283,197
<CURRENT-ASSETS> 5,977,517
<PP&E> 3,713,724
<DEPRECIATION> (2,012,092)
<TOTAL-ASSETS> 8,519,998
<CURRENT-LIABILITIES> 1,089,061
<BONDS> 0
0
0
<COMMON> 94,899
<OTHER-SE> 9,734,830
<TOTAL-LIABILITY-AND-EQUITY> 8,519,998
<SALES> 5,872,527
<TOTAL-REVENUES> 0
<CGS> 2,883,771
<TOTAL-COSTS> 4,890,054
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52,110
<INCOME-PRETAX> 987,974
<INCOME-TAX> (25,406)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,013,380
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
