BIOSEARCH MEDICAL PRODUCTS, INC. Item 2. Management Discussion and Analysis of the Financial Condition and Results of Operations Results of Operations - --------------------- Revenues were $186,169 for the three months ended September 30, 1998, down $364,339 or 66.2% compared to revenues of $550,508 for the prior year three month period. This drop in sales was due primarily to the loss of the SIMS/Portex and Sherwood Davis & Geck business. Revenues for the nine months ended September 30, 1998 were $1,171,351,down $56,306 or 4.6% compared to last year's $1,227,657. Gross profit for the third quarter 1998 was a loss of $37,514, down $189,372 or 124.7% from a profit of $151,858 for the same period in 1997, showing a major decline in gross margins versus prior periods. The major cause of this decline is due to the loss of the SIMS/Portex business. The loss of this business caused the Company to not generated enough sales to overcome the fixed manufacturing overhead and cause a loss at the gross profit level.Nine month figures reflect the same trend, gross profit of $196,596 is 29.2% better than last years gross profit of $152,167. As a percent of sales however, gross profit has dropped from 23.8% of year to date second quarter sales to 16.8% of sales for year to date third quarter sales. This was due primarily to the loss of the SIMS/ Portex business as discussed earlier, offset by the cost reduction procedures implimented in 1996 and which still continue today. The operating loss for the third quarter 1998 was $248,788 or 133.6% of sales. This represents a increase in the loss of $190,693 or 428.2% compared to the 1997 loss of $58,095 or 10.6% of sales during the same period last year. Year to date 1998, the operating loss is $440,737 or 37.6% of sales against a loss of $498,196 or 40.6% of sales for 1997. These losses are largely due to the loss of the SIMS/Portex business as discussed earlier, offset by significant cost reductions attained in the sales and general administration area during this period. The net loss for the third quarter 1998 was $243,788 or 130.9%, which was $172,354 or 341.37% greater than 1997 third quarter net loss of $71,434 or 13%of sales. As of September 30, 1998 the year to date net loss is $456,278 or 39% of sales, which is less by $79,813 or 14.9% from last years loss of $536,091 or 43.7% of sales. Cost reductions continue to be attained, however sales volumes have to be increased for the company to continue as a going concern. Liquidity and Capital Resources - ------------------------------- The Company's operating activities generated $108,290 for the third quarter 1998, and year to date 1998 generated $111,112. There were no Investing activities during the third quarter 1998 and year to date $3,488 was used. There were no financing activities during 1998. For the three month period ended September 30, 1998 the Company's cash generation was due primarily from a deposit of $245,000 from a large conglomerate and receivable collections of over $100,000 offset by a third quarter loss of $243,788. Management believes that the Company's financial condition at September 30,1998 represents an uncertain base to conduct operations. There is no assurance that the Company will attain the needed volumes to sustain the Companys' operations and generate sufficient cash flow to meet all its obligations. The Company continues to focus all its efforts on its OEM business and its intermittent urinary catheter product line. The Company is ISO 9001 certified and received its CE mark certification for all its products including devices such as the coagulation probe, indwelling biliary stent, urinary and fecal incontinence/constipation device, intermittent urinary catheter and enteral/gastrostomy related devices. The Company feels this will open up the European market to its products and allow additional relationships with other large medical product comapnies who have not received their CE certification and wish to sell their products in Europe. Item 2. Management Discussion and Analysis of the Financial Condition and Results of Operations Year 2000 Issue - --------------- The Company has conducted a review of its computer systems and products to identify what could be affected by the "Year 2000" issue. No products are affected; all PC based hardware and software are not affected; the Company's System 36 software may not perform the Year 2000 calculation correctly, hence the Company is developing an implementation plan to resolve the issue. The Year 2000 problem is a result of computer programs written using only two digits rather than four digits to define the applicable year. The Company presently believes with modification to existing software or converting to new software and hardware, the Year 2000 will not pose significant operational problems for the Company's computer system. In 1998 the Company formed a Y2K committee of its CEO, President and two Vice Presidents. The committee has determined: 1. The contents of previous disclosures in its filings with the S.E.C., remain accurate. 2. It has been reaffirmed that the design of all the Company's products do not contain any characteristics that will be affected by the Y2K issue. The only produt that contained software code is an enteral feeding pump (discontinued) which did not use any date functions. As to operations, the Company is still evaluating its suppliers and vendors for any potential business interruption against a worst case scenario of: 1. Loss of power for fourteen days, brown outs for another fourteen days. 2. Loss of natural gas after five days for twenty-three days more. 3. Disruptions in transportation for thirty days. 4. Banking closure for four weeks. The Company's expenditure to deal with this scenario will be material. It intends to advise its clients that shipments will be held after 12/1/99 and does not expect to begin shipments until 2/1/2000. Loss of two months shipments is expected to have a material effect on its financial statements. Part II - Other Information 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. BIOSEARCH MEDICAL PRODUCTS, INC. -------------------------------- Dated: January 14, 1999 /s/ Manfred F. Dyck ------------------------------------ Manfred F. Dyck Chief Executive Officer and Director Dated: January 14, 1999 /s/ Robert C. Keller ------------------------------------- Robert C. Keller Treasurer Chief Financial and Accounting Officer 2