INFU TECH INC
10-Q, 1998-02-17
HOME HEALTH CARE SERVICES
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- -------------------------------------------------------------------------------



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

                     For the Quarter Ended December 31, 1997

                         Commission File Number 0-21006

                                 INFU-TECH, INC.
             (Exact name of registrant as specified in its charter)


                               Delaware 22-3127689
        (State of other jurisdicti(I.R.S. Employer Identification Number)
                         incorporation or organization)

                  910 Sylvan Avenue, Englewood Cliffs, NJ 07632
                    (Address of principal executive offices)

                                 (201) 567-4600
               Registrant's telephone number, including area code




     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  short  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

     As of February 11, 1998 the Registrant had outstanding  3,253,092 shares of
its $.01 par value Common Stock.


- --------------------------------------------------------------------------------
<PAGE>



                                 INFU-TECH, INC.

                                      Index


Part I - Financial Information:
                                                                          Page
         Item 1

 Consolidated Balance Sheets at December 31, 1997 (Unaudited)
   and June 30, 1997......................................................  3

 Consolidated Statements of Operations (Unaudited) for the three months
   ended December 31, 1997 and 1996.................................... ... 4

 Consolidated Statements of Operations (Unaudited) for the six months
   ended December 31, 1997 and 1996..................................... .. 5

 Consolidated Statements of Cash Flows (Unaudited) for the six months
   ended December 31, 1997 and 1996.......................................  6

 Notes to Unaudited Consolidated Financial Statements.....................  7

 Item 2

 Management's Discussion and Analysis of Financial Condition and
   Results of Operations.................................................8 - 10

Part II - Other Information............................................... 11

         Signatures....................................................... 12
<PAGE>

<TABLE>
<CAPTION>


                                                      INFU-TECH, INC.
                                                Consolidated Balance Sheets
                                     (Dollars in thousands, except for share amounts)


                                                                                           December 31,   June 30,
                                                                                              1997          1997
                                                                                              ----          ----
                                                                                            (Unaudited)   (Audited)
                                                 ASSETS
<S>                                                                                       <C>             <C>        
Cash and cash equivalents.................................................................$        93     $       512
Accounts receivable, net of allowances for uncollectible accounts
   of $1,505 and $1,995...................................................................       6,517          6,088
Accounts receivable from related parties..................................................       1,309          1,214
Inventories...............................................................................       1,545          1,654
Deferred income taxes.....................................................................        702             702
Prepaid expenses and other current assets.................................................        510             365
                                                                                          -----------     -----------

       Total current assets...............................................................       10,676        10,535

Property and equipment, at cost, net of accumulated depreciation
   of $499 and $450.......................................................................        362             244
Goodwill, net ............................................................................        132             139
Other assets..............................................................................        545             700
                                                                                          -----------     -----------

       Total assets.......................................................................$    11,715     $    11,618
                                                                                          ===========     ===========

           LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable..........................................................................$      4,155    $     4,288
Accrued payroll and related expenses......................................................         573            499
Income taxes payable......................................................................        423             449
Other current liabilities.................................................................        130             255
                                                                                          -----------     -----------

       Total current liabilities..........................................................      5,281           5,491

Capital lease obligation..................................................................        --               26
                                                                                          -----------     -----------

       Total liabilities..................................................................      5,281           5,517

Stockholders' equity:
   Common stock, $.01 par value; 5,000,000 shares authorized; 3,253,092 issued............         32              32
   Additional paid-in capital.............................................................      3,107           3,100
   Retained earnings......................................................................      3,368           3,042
   Treasury stock, at cost; 39,300 shares.................................................       (73)            (73)
                                                                                          -----------     -----------

       Total stockholders' equity.........................................................      6,434           6,101
                                                                                          -----------     -----------

Commitments and contingencies

       Total liabilities and stockholders' equity.........................................$    11,715     $    11,618
                                                                                          ===========     ===========





                                See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                                      INFU-TECH, INC.
                                           Consolidated Statements of Operations
                                     (Dollars in thousands, except per share amounts)


                                                                                     Three Months Ended December 31,
                                                                                        1997             1996
                                                                                        ----             ----
                                                                                             (Unaudited)


<S>                                                                                <C>              <C>            
Revenues...........................................................................$         6,978  $         6,525
                                                                                   ---------------  ---------------

Costs and expenses:
     Medical and nutritional product...............................................          3,730            3,091
     Personnel.....................................................................          1,764            1,779
     Selling, general and administrative...........................................           900               776
     Provision for uncollectible accounts..........................................            99               277
     Management fees to majority shareholder ......................................           112               104
     Depreciation and amortization.................................................            31                33
     Other expense (income), net...................................................            60               (20)
                                                                                   --------------   ---------------
                                                                                             6,696            6,040
                                                                                   ---------------  ---------------

Income before income taxes.........................................................           282               485

Provision for income taxes.........................................................           115               199
                                                                                   --------------   ---------------

     Net income ...................................................................$          167   $           286
                                                                                   ==============   ===============





Earnings per Share:
       Basic.......................................................................           .05               .09
       Diluted.....................................................................           .05               .09

Basic weighted average number of common shares.....................................     3,212,764         3,178,517

Diluted weighted average number of common shares...................................     3,288,410         3,211,324













                                    See accompanying consolidated financial statements
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                                      INFU-TECH, INC.
                                           Consolidated Statements of Operations
                                     (Dollars in thousands, except per share amounts)


                                                                                     Six Months Ended December 31,
                                                                                        1997             1996
                                                                                        ----             ----
                                                                                             (Unaudited)


<S>                                                                                <C>                <C>          
Revenues...........................................................................$         13,702   $      12,968
                                                                                   ----------------   -------------

Costs and expenses:
     Medical and nutritional product...............................................          7,301            6,171
     Personnel.....................................................................          3,552            3,468
     Selling, general and administrative...........................................          1,811            1,571
     Provision for uncollectible accounts..........................................           170               589
     Management fees to majority shareholder ......................................           220               207
     Depreciation and amortization.................................................            56                68
     Other expense (income), net...................................................            38               (53)
                                                                                   --------------   ---------------
                                                                                             13,148          12,021
                                                                                   ---------------- ---------------

Income before income taxes.........................................................           554               947

Provision for income taxes.........................................................           227               388
                                                                                   --------------   ---------------

     Net income ...................................................................$          327   $           559
                                                                                   ==============   ===============





Earnings per share:
     Basic ........................................................................           .10               .18
     Diluted.......................................................................           .10               .18

Basic weighted average number of common shares.....................................     3,212,764         3,176,542

Diluted weighted average number of common shares...................................     3,254,458         3,210,315














                                    See accompanying consolidated financial statements

</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                                      INFU-TECH, INC.
                                           Consolidated Statements of Cash Flows
                                     (Dollars in thousands, except per share amounts)

                                                                                               Six Months Ended December 31,
                                                                                        1997               1996
                                                                                        ----               ----
                                                                                              (Unaudited)
<S>                                                                                 <C>             <C>
Operating activities:
   Net income ......................................................................$         327   $          559

   Adjustments  to  reconcile  net  income  to net cash  provided  by (used  in)
     operating activities:
         Depreciation expense.......................................................           49               68
         Amortization of goodwill...................................................            7              --
         Provision for uncollectible accounts.......................................          170              589
         Amortization of deferred income............................................           --              (63)
         Increase (decrease) in cash due to changes in:
           Accounts receivable......................................................         (599)          (1,129)
           Accounts receivable from affiliates .....................................          (95)             --
           Inventories..............................................................          109               64
           Prepaid expenses and other current assets................................         (145)            (237)
           Other assets.............................................................          155               (4)
           Taxes payable............................................................          (26)             --
           Accounts payable.........................................................         (133)             595
           Accrued payroll and related..............................................           74              122
           Other current liabilities................................................          (82)             (93)
                                                                                    -------------   ---------------

       Net cash (used in) provided by operating activities..........................         (189)             471
                                                                                    -------------   --------------

Investing activities:
   Expenditures for property and equipment..........................................         (167)             (51)
                                                                                    -------------   --------------

       Net cash used in investing activities........................................         (167)             (51)

Financing activities:
   Exercise of options .............................................................            7               11
   Payment of capital lease obligations.............................................          (61)             (24)
                                                                                    -------------   --------------

       Net cash used in financing activities........................................          (54)             (13)

Net increase (decrease) in cash and cash equivalents................................         (410)             407

Cash and cash equivalents, beginning of period......................................          512              691
                                                                                    -------------   --------------

Cash and cash equivalents, end of period............................................$         102   $        1,098
                                                                                    =============   ==============


Supplemental disclosure of cash flow data:

   Income taxes paid................................................................$         153   $           53




                                See accompanying notes to consolidated financial statements
</TABLE>
<PAGE>



                                 INFU-TECH, INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


1.   The Company

     Infu-Tech,  Inc.  (the  "Company")  is a provider of clinical  services and
     products to the  non-hospital  based  health care market.  This  includes a
     broad range of complete  home infusion  therapy  services  including  total
     parenteral  nutrition  therapy,  antibiotic  therapy and other therapies to
     patients at home and enteral  nutrition  infusion therapy and other medical
     services  and  products  provided  primarily to patients in long- term care
     facilities.  The Company is 58% owned by Kuala  Healthcare,  Inc.  ("Kual")
     formerly Continental Health Affiliates, Inc. ("CHA"), a public company. The
     minority 42% of the Company's equity is publicly traded.

     The Company is subject to certain  risks and  uncertainties  as a result of
     changes  that could occur in the  healthcare  industry,  including  pricing
     pressure from managed care, Medicare and Medicaid.

2.   Basis of Presentation

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim financial  information and pursuant to the instructions to Form
     10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
     of the information and footnotes required by generally accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments,  consisting  of  normal  recurring  accrual  adjustments,
     considered necessary for a fair presentation have been included.  Operating
     results  for  the  six  month  period  ended  December  31,  1997,  are not
     necessarily  indicative  of the results  that may be expected  for the year
     ended June 30, 1998.

     These financial statements and notes should be read in conjunction with the
     Company's  audited  financial  statements and notes thereto included in the
     Company's Annual Report of Form 10-K for the year ended June 30, 1997.

3.   Earnings Per Share

     Options excluded from the  computation of diluted  earnings per share since
     such options could not have a diluted effect as the exercise price is above
     the average market price for the period were as follows:

                                                      1997              1996
                                                      ----              ----
       Options excluded for the 3 month period
         ending December 31,......................    157,834          133,200

       Options excluded for the 6 month period
         ending December 31,......................    403,668          133,200

<PAGE>


                                                      INFU-TECH, INC.

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

The  following  discussion  should  be read in  conjunction  with the  Condensed
Consolidated Financial Statements and Notes thereto.

RESULTS OF OPERATIONS

Three Months ended December 31, 1997 Compared with Three Months Ended
December 31, 1996

Total revenues increased by $453,000, or 7%, from $6,525,000 to $6,978,000.

Cost of medical and  nutritional  products sold to patients and other  customers
increased  $639,000 or 21%, from  $3,091,000 in 1996 to $3,730,000 in 1997. As a
percentage of total revenues,  medical and nutritional product costs were 47% in
1996 as compared  to 53% in 1997.  The  increase in the medical and  nutritional
product costs as a percentage  of sales is  attributable  to increased  revenues
associated with Ceredase, a high cost drug, a capitation  agreement,  and margin
reductions from operating in a managed care environment.

Total  personnel  costs  decreased by $15,000 or 1% from  $1,779,000  in 1996 to
$1,764,000 in 1997.

Selling,  general and administrative expenses increased by $124,000, or 15% from
$776,000  in 1996 to  $900,000  in 1997.  The  increase  of  $124,000 is largely
attributable  to investment  costs  connected with the  development of a disease
state  management  program and the expenses  related to a Florida pharmacy which
opened in February 1997.

The provision for  uncollectible  accounts was 1.4% of revenues in 1997 and 4.2%
of revenues in 1996. A lower  provision  rate was recorded for fiscal 1998 based
on a change in the company's payor mix towards managed care relationships.

Management fees to Kuala Healthcare,  Inc., ("KUAL") formerly Continental Health
Affiliates,  Inc. and subsidiaries  ("CHA") was $112,000 in 1997 and $104,000 in
1996 were 1.6% of revenues in both years.

Depreciation  expense  decreased  from $33,000 in 1996 to $27,000 in 1997 due to
property and equipment retirements.  During the quarter,  amortization of $4,000
was also recognized.

Other expense of $60,000 in 1997  consisted  primarily of non recurring one time
charges. Other income was $20,000 in 1996.

The net  income in 1997 was  $167,000  or $.05 cents per share  compared  to net
income in 1996 of  $286,000 or $.09 cent per share.  The  decrease in net income
was  primarily  attributable  to  increases  in cost of medical and  nutritional
products sold and selling,  general and administrative costs partially offset by
the lower provision rate for  uncollectible  accounts and decreases in personnel
costs.  Income before taxes for the quarter ended December 31, 1997 was $282,000
compared to $485,000 for the comparable quarter last year.

RESULTS OF OPERATIONS

Six Months ended December 31,1997 Compared with Six Months Ended
December 31, 1996

Total  revenues  increased  by  $734,000,  or 5%,  from  $12,968,000  in 1996 to
$13,702,000  in 1997,  primarily  due to an increase in home  infusion  division
revenues.  This  increase  is  primarily  attributed  to the number of  patients
serviced and the therapy mix of those patients.

Costs of medical and  nutritional  products sold to patients and other customers
increased $1,130,000 or 18%, from $6,171,000 in 1996 to $7,301,000 in 1997. As a
percentage of total revenues,  medical and  nutritional  product costs increased
from 47% in 1996 and 53% in 1997.  The  increase in the medical and  nutritional
product costs as a percentage  of sales is  attributable  to increased  revenues
associated with Ceredase, a high cost drug, a capitation  agreement,  and margin
reductions from operating in a managed care environment.

Total  personnel  costs  increased by $84,000,  or 2% from $3,468,000 in 1996 to
$3,552,000 in 1997, primarily  attributable to higher nursing and pharmacy costs
incurred to support the number of home infusion  patients  serviced,  increasing
geographical  coverage  through  sales  force  expansion,  and the  opening of a
Florida pharmacy.

Selling,  general and administrative expenses increased by $240,000, or 15% from
$1,571,000 in 1996 to $1,811,000 in 1997.  The increase is largely  attributable
to  engagement  of  an  investor   relations  firm,  costs  connected  with  the
development  of  a  disease  state  management  program  and  distribution  cost
increases.  In addition,  the opening of a Florida pharmacy and costs associated
with the Humana  Health  Plans  capitation  contract  in  Illinois  added to the
increase in selling, general and administrative expenses.

The provision for  uncollectible  accounts was 1.2% of revenues in 1997 and 4.5%
of revenues in 1996. A lower provision rate was charged against sales for fiscal
1998  based  on a  change  in the  company's  payor  mix  towards  managed  care
relationships.

Management fees to Kuala Healthcare,  Inc. ("KUAL") formerly  Continental Health
Affiliates,  Inc. and  subsidiaries  ("CHA") of $220,000 in 1997 and $207,000 in
1996 were 1.6% of revenues in both periods.

Depreciation  expense  decreased  from $68,000 in 1996 to $49,000 in 1997 due to
property  and  equipment   retirements.   Amortization  expense  of  $7,000  was
recognized during the current year.

Other  expense  net of  $38,000 in 1997  consisted  of prior  period  consulting
charges and interest  expense  offset by write offs of accounts  payable.  Other
income, net of $53,000 in 1996 consisted of $63,000 of amortization in 1996 of a
$628,000  payment  received  by the  Company  in 1992 as  consideration  for the
Company's  releasing  the buyer of KUAL's  former Home Nursing  Division from an
agreement  not to sell  infusion  therapy  services  and KUAL's  agreeing not to
provide  nursing  services in  California,  Arizona or Tennessee for a period of
five years. The amortization of this non-compete  agreement was completed in the
period ended March 31, 1997.
This income was offset by interest expense for the period.

The net income in 1997 was $327,000,  or $.10 per share compared to a net income
in 1996 of $559,000 or $.18 per share.  Income  before  taxes for the six months
ending  December 31, 1997 was $554,000  compared to $947,000 for the  comparable
prior period.


LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 1997, the Company had total assets of $11.7 million,  working
capital  of $5.4  million  and a net  worth  of $6.4  million.  Its  liabilities
consisted almost entirely of accounts  payable and other operating  obligations.
The Company had no borrowing and its primary capital  requirements have been for
investment in working capital, principally accounts receivable and inventories.

At December 31, 1997,  the balance in net accounts  receivable for Infu-Tech was
7% higher  than the  balance at June 30,  1997  attributed  to higher  revenues.
Infu-Tech's  net accounts  receivable  has increased from 102 days sales at June
30,  1997 to 106 days  sales at  December  31,  1997,  primarily  as a result of
continued  slow  payments  from  Medicare and managed care  companies.  Medicare
payments  have been  delayed  due to changes in  reimbursement  policies,  while
managed care companies  have  experienced  delays in processing  payments due to
their higher volume of claims.

Among the nursing homes with which the Company does business are five facilities
which are owned or managed by Kuala Healthcare, Inc . Through December 31, 1997,
the Company's  sales to those  nursing homes totaled  $204,000 for the six month
period.  At December 31, 1997,  the Company's net accounts  receivable  from the
managed nursing homes totaled  $1,309,000.  

The Company has focused its effort on enhancing cash collections to improve cash
flow. Since the Company has no borrowing,  management  believes that the Company
is  in  a  favorable  position  to  secure  financing,  if  needed.  Based  upon
preliminary  informal  discussions with potential lenders,  the company believes
that  it  would  be  able  to  secure  adequate  financing  to  cover  its  cash
requirements for the foreseeable future.
<PAGE>



                                                  INFU-TECH, INC.


Part II - Other Information


           Item 1.      Legal Proceedings

                        Presently,   there  are  no   pending   material   legal
                        proceedings other than as reported in the Company's Form
                        10-K for the year ended June 30, 1997.

         Item 2.        Changes in Securities
                        None

         Item 3.        Defaults Upon Senior Securities
                        None

         Item 4.        Submission of Matters to Vote of Security Holders
                        None

         Item 5.        Other Information
                        None

         Item 6.        Exhibits and Reports on Form 8-K
                        None
<PAGE>


                                 INFU-TECH, INC.

                                   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.




                                        Infu-Tech, Inc.
 
 
Date:  February 17, 1998                /S/  JACK ROSEN
- ------------------------                ---------------
                                        Jack Rosen
                                        Chairman and Director
                                       (Chief Executive Officer)



Date:  February 17, 1998                /S/  ALLISON K. ALLEN
- ------------------------                ---------------------
                                        Allison K. Allen
                                        Principal Accounting Officer


<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
</LEGEND>
<CIK>                         0000890152
<NAME>                        INFU-TECH, INC.
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              JUN-30-1998
<PERIOD-START>                                 JUL-01-1997
<PERIOD-END>                                   DEC-31-1997
<CASH>                                         93
<SECURITIES>                                   0
<RECEIVABLES>                                  7,826
<ALLOWANCES>                                   1,505
<INVENTORY>                                    1,545
<CURRENT-ASSETS>                               10,676
<PP&E>                                         861
<DEPRECIATION>                                 499
<TOTAL-ASSETS>                                 11,715
<CURRENT-LIABILITIES>                          5,281
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       32
<OTHER-SE>                                     6,402
<TOTAL-LIABILITY-AND-EQUITY>                   11,715
<SALES>                                        6,978
<TOTAL-REVENUES>                               6,978
<CGS>                                          3,730
<TOTAL-COSTS>                                  6,696
<OTHER-EXPENSES>                               60
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                282
<INCOME-TAX>                                   115
<INCOME-CONTINUING>                            167
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   167
<EPS-PRIMARY>                                  .05
<EPS-DILUTED>                                  0
        

</TABLE>


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