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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1999.
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: 0-20652
ACCUMED INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4054899
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
920 N. Franklin St., Suite 402, Chicago, IL 60610
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(Address of principal executive offices)
(312) 642-9200
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(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 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 registrant had 5,491,901 shares of common stock outstanding as of May
12, 1999.
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ACCUMED INTERNATIONAL, INC. AND SUBSIDIARY
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets -
March 31, 1999 and December 31, 1998 ................................ 1
Condensed Consolidated Statements of Operations
Three Months Ended March 31, 1999 and 1998 ............................ 2
Condensed Consolidated Statements of Cash Flow
Three Months Ended March 31, 1999 and 1998 ............................. 3
Notes to Condensed Consolidated Financial Statements ........................ 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................................... 5
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K .......................................... 10
SIGNATURES ...................................................................................... 11
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PART I - FINANCIAL INFORMATION
ACCUMED INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED AUDITED
-------------- -----------------
ASSETS March 31, 1999 December 31, 1998
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CURRENT ASSETS
Cash and cash equivalents $ 4,384,997 $ 213,386
Accounts receivable, net -- 33,348
Prepaid expenses 44,140 64,048
Inventory 1,810,748 1,738,611
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TOTAL CURRENT ASSETS 6,239,885 2,049,393
------------ ------------
FIXED ASSETS, NET 1,312,827 1,488,809
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Deferred financing costs -- 177,625
Purchased technology 4,685,368 5,085,018
Patents and other, net 925,642 884,564
Net assets of discontinued operations -- 3,762,397
------------ ------------
$ 13,163,722 $ 13,447,806
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,551,752 $ 1,808,249
Payroll and related accruals 35,000 35,000
Accrued interest -- 189,069
Income taxes - current 140,000 --
Other current liabilities 609,891 255,292
Long term debt, current portion 535,326 1,155,400
------------ ------------
Total current liabilities 2,871,969 3,443,010
------------ ------------
Long term debt -- 5,781,850
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock, series A convertible 4,249,735 4,329,466
Common stock, $0.01 par value 54,919 54,801
Additional paid-in capital 59,619,262 59,539,649
Other comprehensive income (107,697) (53,995)
Accumulated deficit (53,307,729) (59,430,238)
Treasury stock (216,737) (216,737)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 10,291,753 4,222,946
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$ 13,163,722 $ 13,447,806
============ ============
See accompanying notes to condensed consolidated financial statements.
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ACCUMED INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31,
Unaudited
--------------------------
1999 1998
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SALES $ 11,435 $ 56,629
COST OF SALES (3,413) (192,325)
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Gross profit (loss) 8,022 (135,696)
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OPERATING EXPENSES:
General and administrative 1,021,657 1,403,394
Research and development 455,039 789,685
Sales and marketing 71,228 397,794
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TOTAL OPERATING EXPENSES 1,547,924 2,590,873
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OPERATING LOSS (1,539,902) (2,726,569)
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OTHER INCOME (EXPENSE):
Interest expense (470,026) (498,148)
Other income (expense) (66,762) 87,480
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TOTAL OTHER EXPENSE (536,788) (410,668)
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LOSS BEFORE INCOME TAXES FROM
CONTINUING OPERATIONS (2,076,690) (3,137,237)
INCOME TAX EXPENSE -- --
----------- -----------
LOSS FROM CONTINUING OPERATIONS (2,076,690) (3,137,237)
DISCONTINUED OPERATIONS:
Income (loss) from operations (158,250) 1,510,747
Gain on disposal (net of income taxes of $140,000) 8,357,449 --
EXTRAORDINARY ITEM - DEBT EXTINGUISHMENT LOSS -- (1,168,080)
----------- -----------
NET INCOME (LOSS) $ 6,122,509 $(2,794,570)
=========== ===========
BASIC LOSS PER SHARE FROM CONTINUING OPERATIONS $ (0.38) $ (0.77)
INCOME PER SHARE FROM DISCONTINUED OPERATIONS 1.50 0.37
LOSS PER SHARE FROM EXTRAORDINARY ITEM -- (0.28)
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BASIC NET INCOME (LOSS) PER SHARE $ 1.12 $ (0.68)
=========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING 5,487,832 4,082,677
=========== ===========
See accompanying notes to condensed consolidated financial statements.
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ACCUMED INTERNATIONAL, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31,
Unaudited
--------------------------
1999 1998
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OPERATING ACTIVITIES:
Net income (loss) $ 6,122,509 $(2,794,570)
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
(Income) from discontinued operations (8,199,199) (1,510,747)
Non-cash expenses of disposal 317,500 --
Depreciation and amortization 285,607 287,915
Debt extinguishment loss -- 1,168,080
Minority interest -- (76,005)
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable 33,348 434,704
Decrease (Increase) in prepaid expenses 19,908 (264,030)
Decrease (Increase) in inventory (4,137) (207,057)
Decrease (Increase) in other assets (41,428) (162,810)
Increase (Decrease) in accounts payable (256,497) (199,991)
Increase (Decrease) in other current liabilities 305,530 (213,118)
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CASH USED IN OPERATING ACTIVITIES FROM CONTINUING OPERATIONS (1,416,859) (3,537,629)
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INVESTING ACTIVITIES:
Purchase of fixed assets -- (76,254)
Proceeds from sale of microbiology division 9,127,449 --
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CASH PROVIDED (USED) IN INVESTMENT ACTIVITIES 9,127,449 (76,254)
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FINANCING ACTIVITIES:
Proceeds from issuances of common stock, net -- 4,865,117
Payment of notes payable (3,225,000) (197,087)
Proceeds from issuance of notes payable -- 1,000,000
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CASH (USED) PROVIDED BY FINANCING ACTIVITIES (3,225,000) 5,668,030
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CASH TRANSFER (TO) FROM DISCONTINUED OPERATIONS (313,979) 1,831,493
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NET INCREASE IN CASH AND CASH EQUIVALENTS 4,171,611 3,885,640
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 213,386 469,639
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,384,997 $ 4,355,279
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See accompanying notes to condensed consolidated financial statements.
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ACCUMED INTERNATIONAL, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Preparation of Interim Financial Statements
In the opinion of the management of AccuMed International, Inc. and
Subsidiary ("the Company"), the accompanying unaudited condensed consolidated
financial statements include all normal adjustments considered necessary to
present fairly the financial position as of March 31, 1999, and the results of
operations and cash flows for the three months ended March 31, 1999 and 1998.
Interim results are not necessarily indicative of results for a full year.
The condensed consolidated financial statements and notes are presented as
permitted by Form 10-Q, and do not contain certain information included in the
Company's audited consolidated financial statements and notes for the fiscal
year ended December 31, 1998.
2. Basis of Presentation
The condensed consolidated financial statements include the accounts of the
Company and its wholly-owned and subsidiary. All significant intercompany
balances, transactions and stockholdings have been eliminated.
On December 22, 1998, (the measurement date), the Company received
shareholder approval to sell its microbiology division under a sales agreement
negotiated by management under the approval of the board of directors. On
January 29, 1999, the Company closed the sale of the microbiology division for
an initial sales price of $15,150,000 in cash, subject to final adjustment of
working capital items as defined in the sales agreement. Accordingly, the
microbiology division is accounted for as a discontinued operation in the
accompanying condensed consolidated balance sheets, statements of operations and
statements of cash flow.
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
3. Other Comprehensive Income
1999 1998
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Net loss $ 6,122,509 $(2,794,570)
Other comprehensive income (loss)
Foreign currency translation adjustments (53,702) --
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Comprehensive loss $ 6,068,807 $(2,794,570)
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4. Inventories
Inventories are summarized as follows: March 31, December 31,
1999 1998
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Raw material and packaging $ 911,175 $ 907,038
Finished good and work in process 899,573 831,573
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Total inventories $1,810,748 $1,738,611
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5. Debt Retirement
On February 2, 1999, the Company repaid in full its 12% unsecured
convertible notes payable for $3,225,000 plus accrued interest.
6. Supplemental Disclosures of Cash Flow Information
3 Months ended March 31,
------------------------
1999 1998
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OPERATING ACTIVITIES
Interest paid $287,670 $421,618
NON-CASH INVESTING AND FINANCING ACTIVITIES
Deposit reclassified to fixed assets $ -- $ 125,000
In connection with the disposal of the microbiology division on January
29, 1999, the Company repaid in full a note payable under its revolving credit
agreement for $1,250,000 and its 14.5% secured note payable for $3,900,000,
including prepayment penalties.
The Company paid expenses connected with the disposal of the microbiology
business of $700,000 from the gross proceeds of the sale of the microbiology
business in January 1999.
The Company extinguished debt with a carrying value of $4,818,800 through
the issuance of preferred stock and warrants with a fair value of $5,986,880
including transaction fees, resulting in an extraordinary loss of $1,168,000 in
February 1998.
The Company satisfied its obligation under a $1,000,000 note payable
through the issuance of 222,222 shares of common stock in March 1998.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
During 1998, the Company received shareholder approval to dispose of its
microbiology business. Accordingly, the results of the microbiology business are
reported as a discontinued operation in the accompanying financial statements.
On January 29, 1999, the Company closed the sale of the microbiology business
for an initial sales price of $15,150,000 in cash, subject to final adjustment
of working capital items as defined in the sales agreement. The following
management discussion and analysis of financial condition and results of
operations relate only to the cytopathology business.
OVERVIEW
The Company is engaged in the development of cost effective screening
instruments and systems for clinical diagnostic laboratories, hospitals and
others. The Company is developing
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cytology computer-aided image cytometry instruments and systems that support
early detection and diagnosis programs for screening high-risk individuals for
cellular diseases, such as lung cancer. The Company's integrated systems use
reliable, accurate and innovative products and methods to provide laboratories
with comprehensive solutions that improve efficiency and reduce costs while
achieving significant improvements in disease detection.
On March 9, 1999, the Company announced it had signed a letter of intent
with Bell National Corporation ("Bell") to license its AcCell(TM) product line
including patents, engineering study results, and proprietary trade information.
The license, expected to close within 90 days, will give Bell the rights to use
and sell AcCell(TM) products. In addition, Bell agreed to purchase all related
inventory for production of such products, and will assume responsibility for
the Company's existing installations, contracts and open quotations. This
agreement is expected to provide about $3,000,000 cash to the Company on its
closing, as well as a royalty-based revenue stream on future product sales. The
Company intends to use the funds generated to accelerate the commercialization
of its Savant medical technologies, the Company's next generation of products.
RESULT OF OPERATIONS
The Company currently markets its AcCell(TM) cytopathology products
directly and on a limited basis in order to collect, analyze and document
performance data of the products in several primary clinical cytology
laboratory market segments. The AcCell/Savant(TM) DNA image cytometer, the
Company's next generation product, is currently in development and prototyping.
Marketing efforts for the AcCell-Savant/research systems are anticipated to
begin in the latter half of 1999.
Sales revenue and related costs for the three months ended March 31, 1999
and 1998 represent consumables and computer support equipment. Cost of sales for
the quarter ended March 31, 1998 also includes non-capitalizable costs
associated with upgrading products. The Company suspended its manufacturing
operations in October 1998 to eliminate related indirect overhead costs and
anticipates future product sales will be made on a build-to-order or contract
manufacturing basis.
General and administrative expenses decreased 27%, declining from
$1,403,000 in the first quarter of 1998 to $1,022,000 in the comparable 1999
quarter. This decrease reflects reduced corporate level activity, including
reductions in staff, due to the disposal of the Company's microbiology business
and less administrative costs due to the consolidation of cytopathology
operations. The 1999 total also includes $104,000 of expense related to the
Company's rental commitment in excess of its current needs.
Research and development expenses decreased 42% from $790,000 in the first
quarter of 1998 to $455,000 in the first quarter of 1999 due primarily to
reduced staffing levels. The current quarter expenses represent the ongoing
efforts to develop the Savant medical technologies next generation products. The
March 1998 quarter expenses represent costs associated with the AcCell(TM) 2000
and TracCell(TM) slide mapping system, which were completed in August 1998.
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The decrease in sales and marketing expenses of 82% from $398,000 in the
first quarter of 1998 to $71,000 in the first quarter of 1999 reflects the
reduction in marketing staff announced in October 1998. The Company continues to
market its AcCell(TM) cytopathology products directly on a limited basis while
it collects and documents performance data of the products in several primary
clinical cytology laboratory market segments. With the signing of the Bell
licensing agreement, the Company anticipates Bell will assume the future
marketing effort for the Company's AcCell cytopathology products, allowing the
Company to focus on marketing its AcCell-Savant/research system and
AcCell-Savant DNA image cytometer.
Interest expense of $498,000 in the first quarter of 1998 reflected
amounts accrued on the $4.5 million equipment loan and the 12% convertible notes
issued in March 1997. The interest expense for the first quarter of 1999 of
$470,000 reflects one month of interest on the Company's equipment loan and
convertible notes and $370,000 in non-cash write-off of deferred financing costs
and related debt discount. The non-cash write-offs were made because the Company
used a portion of the cash proceeds from the sale of the microbiology division
on January 29, 1999 to retire all of this debt in the first quarter of 1999.
Discontinued operations reflects the operating results of the Company's
microbiology division for the first month of 1999 and the first three months for
the comparable 1998 quarter. The gain on disposal of this division as of January
29, 1999 is based on the initial closing price of $15,150,000. The initial
closing price is subject to adjustment for working capital items as called for
in the sales agreement. The Company retained about $5,700,000 in cash after
paydown of all related debt and expenses of the sale. The Company intends to use
these funds for development of the AcCell/Savant(TM) DNA image cytometer.
For the three month period ended March 31, 1998, the Company incurred a
$1,168,000 extraordinary loss related to the conversion of par value $5,275,000
of Convertible Notes and $329,030 in accrued interest thereon into 1,245,340
shares of Series A Convertible Preferred stock. Of the total expense, $193,000
represented cash fees and expenses. As a result of this exchange, the Company's
net tangible assets increased by about $4,700,000 and its interest expense was
reduced by about $633,000 through January 1999, when the remaining notes were
paid off using a portion of the proceeds from the sale of the microbiology
division.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements are for research and development
expenses, including salaries, material and consulting support, to develop and
market new cytopathology products. The Company intends to continue expending
substantial funds for research and product development, as well as for other
working capital and general corporate purposes. The Company believes that
current cash balances and internally generated funds, including the potential
sale of the Company's cytopathology inventory and licensing agreement for the
AcCell product line to Bell, will be sufficient to finance the Company's
projected operations through at least the next 12 months.
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The Company's cash balance at March 31, 1999 represents the cash remaining
from the sale of the Company's microbiology business, after the retirement of
its 14.5% secured note payable, the 12% unsecured convertible notes payable, and
the revolving line of credit.
Operating Activities
Cash used in operating activities reflects the Company's ongoing efforts
to develop its next generation product, which the Company believes will have
applications for early lung cancer testing. The Company expects this product to
be completed in the first quarter of 2000. In addition, about $1,000,000 cash
was used in the current quarter to reduce vendor financing carried over from the
third and fourth quarter of 1998. The Company is actively marketing its unneeded
space under operating leases which, if successfully subleased, would save
$180,000 per year in rental expenses.
Investing Activities
The cash received from the sale of the microbiology will be used to
develop the Company's next generation products as well as general and corporate
expenses. The cash received of $9,100,000 is after immediate payment of expenses
associated with the sale and retirement of the Company's equipment loan and
revolving line of credit.
The Company has no material commitments for property or equipment
investments at this time.
Financing Activities
The Company paid off its $3,225,000 in 12% convertible notes on February
2, 1999 to reduce its future interest expense by $420,000 through March 2000.
The Company's remaining debt consists principally of a floating rate
convertible note due December 29, 1999 in the amount of $500,000 Canadian
dollars. The note bears interest at a rate of 2% over the Canadian prime rate
(8.75 % at March 31, 1999) and is convertible, in whole or in part into common
stock of the Company at a price of $1.79 per share
The Company currently has no commitments with respect to sources of
additional financing. The failure of the Company to obtain adequate additional
financing may require the Company to delay, curtail or scale back some or all of
its studies and regulatory activities and, potentially, to cease its operations.
Any additional equity financing may involve substantial dilution to the
Company's then-existing stockholders.
The Company's future liquidity and capital requirements will depend upon
numerous factors, including the costs and timings of the Company's product
development efforts, the costs and timing of acceptance of the Company's
products, competing technological and market developments, the progress of
commercialization efforts of the Company and its distributors, the costs
involved in preparing, filing, prosecuting, maintaining, enforcing and defending
patent claims
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and other intellectual property rights, developments related to regulatory and
third-party reimbursement matters, and other factors. If additional financing is
needed, the Company may seek to raise additional funds through public or private
financings, collaborative relationships or other arrangements.
YEAR 2000 COMPLIANCE
The Year 2000 (Y2K) issue is the result of computer programs being written
using two digits rather than four to define the applicable year. This could
result in a system failure or miscalculations causing disruptions of operations,
including, but not limited to, a temporary inability to process transactions,
including invoices or other similar normal business activities.
State of Readiness
The Company's Year 2000 compliance plan provides for the conversion of
non-compliant information technology systems in the second and third quarter of
1999. The conversion project involves three phases: selection and installation
of hardware and software, loading the financial database into the new system,
and testing.
The Company has reviewed its non-information technology systems and has
determined that any required repair or replacement of imbedded technology should
not have a significant impact on the Company's operations. The Company has
received representation form its vendors of non-financial network servers and
software that these products are Y2K compliant. All of the Company's products,
including software sold in products to customers, have been developed with
consideration for the millenium change, and have undergone specific year 2000
date testing to verify and validate compliance.
The Company has made inquiry of its bank and has received representation
that the devices and software used by this party is Y2K compliant.
Costs to Address the Company's Year 2000 Issues
The Company has used internal personnel versed in the Y2K issue to
evaluate its remediation cost. The cost of evaluation and remediation of the
Company's non-compliant systems, related to financial hardware and software, are
believed to be immaterial.
Risks of the Company's Year 2000 Issues
The Company expects to be Y2K compliant by the third quarter of 1999. The
most reasonably likely worst case scenario due to the failure to be Y2K
compliant would be the Company's inability to process financial transactions,
including invoices or other normal business dealings. The Company cannot
quantify how significant the potential effect on liquidity or financial
condition could be.
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Surveys to ascertain the Y2K readiness of suppliers or customers have not
been done. A reasonable description of the most reasonably likely worst case Y2K
scenario due to the failure of customers or suppliers to be Y2K compliant would
be a disruption in the production and shipment of products, resulting in a
decrease in sales and operating cash flow. The Company cannot quantify how
significant the potential sales or operating cash flow decrease could be.
The Company's Contingency Plans
With the disposal of the microbiology business and the nature of the
Company's continuing research and development operations, the Company does not
have significant interdependence of computer systems with third party customers
or suppliers. Management has elected to develop contingency plans on an as hoc
basis as the need for such plans arise.
PART II.
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits. The following exhibits are filed herewith:
27.1 Financial Data Schedule
(b) Reports on Form 8-K. The following Current Reports on Form 8-K were
filed by the Company with the Securities and Exchange Commission during the
quarter ended March 31, 1999: 1. On February 12, 1999, Current Report on Form
8-K dated January 29, 1999: Item 2 - Acquisition or Disposal of Assets -
reporting the divestiture of the Company's microbiology business, and Item 7 -
Financial Statements and Exhibits, including the following financial statements:
(b) Pro Forma Financial Information:
AccuMed International, Inc. and Subsidiaries:
1. Pro Forma Condensed Consolidated Balance Sheet as of September 30,
1998.
2. Pro Forma Condensed Consolidated Statement of Operations for the year
ended December 31, 1997.
3. Pro Forma Condensed Consolidated Statement of Operations for the nine
months ended September 30, 1998.
4. Notes to the Pro Forma Condensed Consolidated Financial Statements.
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.
ACCUMED INTERNATIONAL, INC.
/s/ Gary A. Newberry
-------------------------------------
Gary A. Newberry
Chief Financial Officer
(Principal Accounting Officer)
Date: May 14, 1999
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Index to Exhibits
Exhibit No. Description of Exhibit
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27.1 Financial Data Schedule
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