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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended June 30, 2002
Commission file number 0-10822
BICO, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1229323
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification no.)
2275 Swallow Hill Road, Bldg. 2500, Pittsburgh, PA 15220
(Address of principal executive offices) (Zip Code)
(412) 429-0673
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
As of June 30, 2002, 3,427,855,778 shares of BICO, Inc.
common stock, par value $.10 were outstanding.
1
BICO, Inc. and Subsidiaries
Consolidated Balance Sheets
Jun. 30, 2002 Dec. 31, 2001
(Unaudited) (Note A)
------------- -------------
CURRENT ASSETS
Cash and equivalents $ 303,822 $ 268,095
Accounts receivable - net of allowance for doubtful accounts
of $43,664 at Jun. 30, 2002 and Dec. 31, 2001 590,336 1,235,957
Inventory - net of valuation allowance 1,192,814 1,190,796
Note receivable 641,250 -
Related party notes receivable 112,820 138,394
Interest receivable, net of allowance 1,312 144,411
Prepaid expenses 2,104,245 1,055,901
Other current assets 62,268 62,268
------------ -------------
TOTAL CURRENT ASSETS 5,008,867 4,095,822
PROPERTY, PLANT AND EQUIPMENT
Building 2,567,916 2,566,777
Land 246,250 246,250
Leasehold improvements 1,958,931 2,071,629
Machinery and equipment 7,139,971 7,526,201
Furniture, fixtures & equipment 917,796 937,607
------------- -------------
Subtotal 12,830,864 13,348,464
Less accumulated depreciation 6,510,658 6,151,384
------------- -------------
6,320,206 7,197,080
OTHER ASSETS
Related Party Receivables
Notes receivable 1,012,928 1,036,293
Interest receivable 25,803 14,406
-------------- ------------
1,038,731 1,050,699
Allowance for related party receivables (1,038,731) (1,050,699)
------------- ------------
- -
Notes receivable 53,983 111,041
Notes receivable-Practical Environmental Solutions, Inc.,
net of allowance of $2,950,405 at June 30, 2002 and zero
at Dec. 31, 2001 200,000 3,148,404
Goodwill, net of amortization 238,102 595,217
Intangible assets - marketing rights - 6,866,398
Investment 786,874 -
Investment in unconsolidated subsidiaries 725,663 2,409,843
Other assets 125,661 213,616
------------- -------------
2,130,283 13,344,519
------------- -------------
TOTAL ASSETS $ 13,459,356 $ 24,637,421
============= =============
The accompanying notes are an integral part of these statements.
2
BICO, Inc. and Subsidiaries
Consolidated Balance Sheets
(Continued)
Jun. 30, 2002 Dec. 31, 2001
(Unaudited) (Note A)
------------- -------------
CURRENT LIABILITIES
Accounts payable $ 5,224,077 $ 4,755,455
Note payable 2,369,773 7,037,198
Current portion of long-term debt 83,738 86,420
Current portion of capital lease obligations 132,554 75,523
Accrued liabilities 3,157,158 2,568,526
Escrow payable 2,700 2,700
------------- -------------
TOTAL CURRENT LIABILITIES 10,970,000 14,525,812
LONG-TERM LIABILITIES
Capital lease obligations 2,071,118 2,128,149
Long - term debt 94,445 127,777
Other 19,603 25,009
------------- -------------
2,185,166 2,280,935
UNRELATED INVESTORS' INTEREST
IN SUBSIDIARY 208,789 293,527
STOCKHOLDERS' EQUITY
Common stock, par value $.10 per share,
authorized 4,000,000,000 shares at Dec. 31, 2001
and June 30, 2002, issued and outstanding
3,427,855,778 at June 30, 2002 and 2,450,631,111
at Dec. 31, 2001 342,785,577 245,063,111
Convertible preferred stock, par value $10 per
share authorized 500,000 shares issuable in
series, shares issued and outstanding 14,625
at June 30, 2002 and 16,930 at Dec. 31, 2001 146,246 169,300
Discount assigned to beneficial conversion
feature - preferred stock 0 (141,000)
Additional paid-in capital(Discount on issuance
of common stock) (79,558,290) 10,887,152
Warrants 6,221,655 6,221,655
Accumulated deficit (269,499,787) (254,663,071)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 95,401 7,537,147
TOTAL LIABILITIES AND ------------- -------------
STOCKHOLDER' EQUITY $ 13,459,356 $ 24,637,421
============= =============
The accompanying notes are an integral part of these statements.
F-3
BICO, INC. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
For the six months ended For the three months ended
Jun. 30, Jun. 30,
2002 2001 2002 2001
-------------- -------------- -------------- --------------
Revenues
Net Sales $ 2,597,434 $ 1,355,475 $ 1,021,563 $ 756,468
Other income 37,415 8,563 12,612 1,145
-------------- -------------- -------------- --------------
2,634,849 1,364,038 1,034,175 757,613
Costs and expenses
Cost of products sold 1,787,530 861,870 631,988 437,778
Research and development 731,570 2,861,146 304,816 1,575,924
General and administrative 9,214,891 11,810,788 4,376,274 5,571,932
Amortization of goodwill 198,634 374,768 11,817 192,053
-------------- -------------- -------------- --------------
11,932,625 15,908,572 5,324,895 7,777,687
-------------- -------------- -------------- --------------
Loss from operations (9,297,776) (14,544,534) (4,290,720) (7,020,074)
-------------- -------------- -------------- --------------
Other (income) and expense
Interest (202,239) (319,209) (99,512) (194,609)
Debt issue costs - 1,520,158 - 840,984
Beneficial convertible debt feature - 2,063,915 - -
Unusual items 3,078,257 - 3,248,334 -
Impairment loss 2,209,915 - 7,273 -
Interest expense 345,074 437,366 202,337 208,172
Loss on unconsolidated subsidiary 143,174 165,588 2,539 93,396
Loss on disposal of assets 49,497 18,603 25,329 292
-------------- -------------- -------------- -------------
5,623,678 3,886,421 3,386,300 948,235
-------------- -------------- -------------- -------------
Loss before unrelated investors' interest (14,921,454) (18,430,955) (7,677,020) (7,968,309)
Unrelated investors' interest in net (income)
loss of subsidiary 84,738 144,119 64,551 80,185
-------------- -------------- -------------- --------------
Net loss $ (14,836,716)$ (18,286,836) $ (7,612,469) $ (7,888,124)
============== ============== ============== ==============
Loss per common share - Basic:
Net Loss $ (0.010) $ (0.010) $ (0.005) $ (0.005)
Less: Preferred stock dividends (0.000) (0.000) (0.000) (0.000)
-------------- -------------- ------------- --------------
Net loss attributable to common stockholders: $ (0.010) $ (0.010) $ (0.005) $ (0.005)
============== ============== ============= ==============
Loss per common share - Diluted:
Net Loss $ (0.008) $ (0.012) $ (0.005) $ (0.005)
Less: Preferred stock dividends (0.000) (0.000) (0.000) (0.000)
-------------- -------------- ------------- --------------
Net loss attributable to common stockholders: $ (0.008) $ (0.012) $ (0.005) $ (0.005)
============== ============== ============= ==============
Weighted-average number of common shares outstanding 1,811,209,792 1,533,608,788 1,671,655,895 1,601,603,647
The accompanying notes are an integral part of these statements.
4
BICO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the six months ended For the three months ended
Jun. 30, Jun. 30,
2002 2001 2002 2001
-------------- -------------- -------------- --------------
Cash flows used by operating activities:
Net loss ($14,836,716) ($18,286,836) ($7,612,469) ($7,888,124)
Adjustments to reconcile net loss to net
cash used by operating activities :
Depreciation 542,371 477,313 244,223 248,785
Amortization 194,695 374,768 7,878 192,053
Loss on disposal of assets, net of cash
included in sale 29,460 18,603 5,292 292
Loss on unconsolidated subsidiary 143,178 165,588 2,543 93,396
Unrelated investors' interest in subsidiary (84,738) (144,119) (64,551) (80,185)
Beneficial convertible debt feature - 2,063,915 - -
Stock issued in exchange for services 2,869,947 - 527,395 -
Stock issued in payment of interest 65,091 - 65,091 -
Warrants granted 768,545 17,414 768,545 -
Stock options, warrants and warrant extensions
by subsidiary 31,687 133,052 31,687 133,052
Impairment expense 2,207,755 - 5,113 -
(Decrease)increase in allowance for notes receivable
and interest 3,236,366 (35,600) 3,215,596 (3,874)
(Increase) decrease in accounts receivables 607,332 (30,603) 468,745 (25,026)
(Increase) decrease in inventories 594,747 (760,934) 538,460 (461,574)
Increase (decrease) in inventory valuation allowance (657,051) 502,698 (465,945) 352,698
(Increase) decrease in prepaid expenses 346,656 138,287 122,619 136,499
(Increase) decrease in other assets 64,545 (67,322) (144) (56,700)
(Decrease) increase in accounts payable 468,632 515,152 64,131 647,713
(Decrease) increase in other liabilities 583,226 255,435 (843,251) (50,391)
-------------- -------------- -------------- --------------
Net cash flow used by operating activities (2,824,272) (14,663,189) (2,919,042) (6,761,386)
-------------- -------------- -------------- --------------
Cash flows from investing activities:
Purchase of property, plant and equipment (100,030) (744,470) (28,583) (416,291)
(Increase) in notes receivable (2,001) (1,985,341) (2,001) (902,732)
Payments received on notes receivable 105,997 130,388 58,222 74,755
(Increase) in interest receivable (166,227) (140,342) (67,219) (96,923)
Acquisition of unconsolidated subsidiary interests - (983,948) - (230,000)
-------------- -------------- -------------- --------------
Net cash provided (used) by investing activities (162,261) (3,723,713) (39,581) (1,571,191)
-------------- -------------- -------------- --------------
Cash flows from financing activities:
Proceeds from warrants exercised 770,000 - 770,000 -
Proceeds from sale of Preferred stock 1,355,700 - 925,700 -
Proceeds from debentures payable - 8,255,659 - -
Increase in notes payable 1,560,071 6,491,650 1,312,047 6,491,650
Payments on long term debt (36,015) (1,058,864) (13,378) (495,137)
Payments on notes payable (627,496) - (339,552) -
Payments on capital lease obligations - (51,781) - (22,729)
-------------- -------------- -------------- --------------
Net cash provided by financing activities 3,022,260 13,636,664 2,654,817 5,973,784
(Decrease) increase in cash and equivalents 35,727 (4,750,238) (303,806) (2,358,793)
Cash and equivalents, beginning of period 268,095 7,844,807 607,628 5,453,362
-------------- -------------- -------------- --------------
Cash and equivalents, end of period $ 303,822 $ 3,094,569 $ 303,822 $3,094,569
============== ============== ============== ==============
The accompanying notes are an integral part of these statements.
BICO, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE A - Basis of Presentation
The accompanying consolidated financial statements of BICO,
Inc. (the "Company") and its 52% owned subsidiary, Diasense,
Inc., and its 75% owned subsidiary, Petrol Rem, Inc., and its
99% owned subsidiary, ViaCirQ, Inc., and its 99% owned
subsidiary, ViaTherm, Inc., and its 75% owned subsidiary,
Rapid HIV Detection Corp., and its 98% owned subsidiary
Ceramic Coatings Technologies, Inc., and its 100% owned
subsidiary, B-A-Champ, Inc., have been prepared in accordance
with generally accepted accounting principles for interim
financial information, and with the instructions to Form 10-Q
and Article 10-01 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. Also included in the consolidated
financial statements are the accounts of the following
subsidiaries which are inactive: International Chemical
Technologies, Inc., a 58% owned subsidiary, Coraflex, Inc., a
90% owned subsidiary and Barnacle Ban, Inc., a 100% owned
subsidiary. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. For further
information, refer to the consolidated financial statements
and footnotes included in the Company's annual report on Form
10-K for the year ended December 31, 2001.
NOTE B - Notes Receivable
In June 2002, Ceramic Coating Technologies, Inc. (CCTI), a 98%
owned subsidiary, sold substantially all of its assets for a
total sales price of $502,250 consisting of two promissory
notes. The first note for $227,053 is due on or before
October 31, 2002 with no interest. Under the terms of the
Asset Purchase Agreement the buyer will receive credit for the
buyer's direct payment of CCTI obligations, including accounts
payable and accrued payroll, which existed on March 31, 2002.
The second note for the $275,197 is payable over a five year
period with interest at six percent per annum. This note is
collateralized by the equipment sold in the Asset Purchase
Agreement and is payable in payments equal to two percent of
the buyer's net sales beginning with the first quarter 2003
through the fourth quarter 2007. Under agreement between the
buyer and CCTI the terms of the Asset Purchase Agreement were
made effective as of April 1, 2002.
In May 2002, the Company sold 2,366 shares of Series K
preferred stock to J.P. Carey Asset Management under a
commitment from J. P. Carey Asset Management to purchase these
securities. In exchange for these shares of preferred stock,
J. P. Carey Asset Management issued a promissory note for
$1,183,000. The note bears interest at 8% per annum beginning
10 months after the date of the note. At June 30, 2002, the
remaining balance on this note was $139,000.
Under the terms of a line of credit agreement, Petrol Rem, a
75% owned subsidiary, has loaned $3,150,405 to Practical
Environmental Solutions (Practical), a company that treats
sludge and disposes of it in accordance with state and federal
environmental laws. As discussed in NOTE C to the December
31, 2001 financial statements the note was classified as a
noncurrent asset because the management of Petrol Rem was
considering converting all or part of this note into a
controlling equity interest in Practical with the balance of
the note converted to a term loan. The loan is currently past
its due date of May 31, 2002 and is due upon demand.
Practical is currently not able to conduct a significant
portion of its operations because the landfill which is
necessary for the disposal of its processed biosolids has been
temporarily prohibited from accepting these processed
biosolids under direction of the Department of Environmental
Protection. Unless these discontinued operations can be
restored, Practical may be unable to fully meet its
obligations under the line of credit agreement even if the
note is converted to a term loan after the conversion of a
portion of the amount owed into an equity interest by Petrol
Rem. Due to the uncertainty of Practical's ability to resolve
this issue, the collectibility of this loan is in jeopardy.
Therefore, an unusual item of $3,248,334 has been recorded
reducing the carrying value of the note receivable and the
corresponding accrued interest to the fair value of the
underlying collateral, which is estimated at approximately
$200,000.
NOTE C - Prepaid Expenses
On March 28, 2002, the Company issued 100 million shares of
common stock to an individual in payment for consulting
services to be provided over a twelve-month period. The total
value of the stock on the date of issue was $1,860,000. This
amount was recorded as a prepaid expense and is being
recognized as expense at $155,000 per month beginning in April
2002.
NOTE D - Investments
Our investments in unconsolidated subsidiaries are being
reported on the equity basis and differences between the
investment and the underlying net assets of the unconsolidated
subsidiaries were being amortized as goodwill over a 5-year
period during prior years. However, Statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible
Assets" became effective for the Company's financial
statements as of January 1, 2002 and, under this provision,
goodwill is no longer amortized but is evaluated for
impairment at least annually. Due to the history of negative
cashflow and the uncertainty of the Company's ability to
recover the carrying amount of the investment in American
Inter-Metallics, Inc., an impairment loss of $712,500 was
recognized in the quarter ended March 31, 2002. Also in the
quarter ended March 31, 2002, the goodwill associated with
Insight Data Link.com, Inc. was evaluated and management
determined that an impairment loss of $41,629 should be
recognized. No impairment of the goodwill related to
MicroIslet or Diabecore was deemed necessary.
Diasense's ownership percentage as of March 31, 2002 in
MicroIslet, Inc. was 20.21%. When MicroIslet raised additional
capital through the sale of stock during the first quarter of
fiscal year 2002, the Company was issued additional shares in
order to maintain an ownership percentage of 20.21%. As a
result of this transaction, Diasense's share of the underlying
net assets of MicroIslet increased by $179,364 with a
corresponding decrease in goodwill. In April 2002, MicroIslet
participated in a merger with ALD Services, Inc., a publicly
traded company also known as ALDI. In connection with the
merger, Diasense, along with the other MicroIslet
shareholders, consented to a forward stock split of MicroIslet
stock where each common stockholder received 3.1255 shares of
MicroIslet common stock for every one share owned. As a
result, Diasense received 3,465,451 shares of MicroIslet
common stock. All the common stockholders maintained their
same percentage ownership. Diasense, along with the other
MicroIslet stockholders, also approved a merger with ALDI. As
a result of the merger, each MicroIslet common stockholder -
including Diasense - received one share of ALDI stock for each
share of MicroIslet stock owned. After the merger, Diasense
owned approximately 15.3% of restricted ALDI stock. In May
2002, ALDI changed its name to MicroIslet, Inc. and its
trading symbol to MIIS.OB. Because Diasense's ownership
percentage is now below 20% and because the Company is not
represented on the board of directors of MicroIslet, this
investment is reported on the cost basis at June 30, 2002 and
no longer reported under the equity method. Also, the
investment balance of $786,874 is no longer classified as an
investment in an unconsolidated subsidiary as of June 30,
2002. This change in reporting method and classification had
no effect on the carrying value of the investment.
The Company's investment in the underlying assets and the
unamortized goodwill of each unconsolidated subsidiary as of
June 30, 2002 and December 31, 2001 are as follows:
Investment in
Unconsolidated Underlying Unamortized
Subsidiary Net Assets Goodwill Total
June 30, Dec. 31, June 30, Dec. 31, June 30, Dec. 31,
2002 2001 2002 2001 2002 2001
American Inter-
Metallics, Inc. $ - $318,200 $ - $394,300 $ - $712,500
Insight Data
Link.com 19,771 22,876 - 41,629 19,771 64,505
MicroIslet, Inc. - 130,477 - 786,874 - 917,351
Diabecore
Medical, Inc. 149,340 158,935 556,552 556,552 705,892 715,487
------- ------- ------- --------- ------- ---------
Total $169,111 $630,488 $556,552 $1,779,355 $725,663 $2,409,843
======= ======= ======= ========= ======= =========
NOTE E- Intangible Assets - Marketing Rights
During 2001, the Company entered into a marketing agreement
with GAIFAR, a German company that owned all the rights to
certain rapid HIV tests, and Dr. Heinrich Repke, the man who
developed the tests. The marketing rights were assigned to
Rapid HIV Detection Corp., of which the Company owns 75% and
GAIFAR owns 25%. GAIFAR retained the manufacturing rights for
the tests. The marketing agreement had a 10-year minimum term
and called for total payments of $7,000,000 to GAIFAR. During
2001, the Company paid $1,285,000 to GAIFAR. The remaining
payments were due in monthly amounts ranging from $125,000 to
$1,000,000 through August 20, 2002. Due to cashflow problems,
only $115,000 was paid to GAIFAR during the quarter ended
March 31, 2002. Because of the uncertainty of the Company's
ability to recover the value of the intangible asset
recognized for the Marketing rights at March 31, 2002, an
impairment charge was recorded to reduce the intangible asset
to $5,600,000, which is the balance of the obligations due
under that agreement. In May 2002, the Company lost its
exclusive marketing rights because the Company was unable to
make the payments required. The intangible asset and
corresponding note payable of $5,600,000 were eliminated as a
result. The Company is still marketing the Rapid HIV tests,
but no additional payments are due.
The marketing rights were being amortized as an intangible
asset over the ten-year minimum term of the marketing
agreement. Amortization of $175,000 was recognized during
2002 prior to the loss of the exclusive marketing rights.
NOTE F - Notes Payable
The Company received proceeds from two promissory notes in
April 2002. One loan for $1,000,000 is payable on March 28,
2003 with interest of 22%. This loan is collateralized by all
of our equipment. A payment of $82,000 plus interest of
$18,000 was made in June 2002. A second loan for $230,000 is
payable in a single installment on June 19, 2003 with interest
of 22%.
As of June 30, 2002, INTCO has borrowed $249,130 under a line
of credit agreement established with a bank in Louisiana in
2002. This line of credit is secured by the assets of INTCO.
In April 2002, the Company agreed to pay an outstanding
obligation of $68,243 to American Express under twelve equal
monthly installments of $6,189, including interest at 15.9%
per annum. This obligation is secured by the assets of BICO.
At June 30, 2002, the outstanding note payable under this
agreement was $51,575.
As discussed in Note E, the note payable of $5,600,000 was
eliminated in connection with the Company's loss of its
exclusive marketing rights for certain rapid HIV tests.
In May 2002, BICO and its subsidiary Petrol Rem, Inc.,
executed a demand note in favor of INTCO, Inc. (a subsidiary
of Petrol Rem). The note is for $286,457 and bears interest
at a rate of 13% per annum. The note consolidated various
amounts previously advanced by INTCO to either BICO or Petrol
Rem or incurred by INTCO on behalf of either BICO or Petrol
Rem and is collateralized by a security interest in Petrol
Rem's shares of stock in INTCO. In June 2002, demand was made
by INTCO and INTCO's minority shareholder for repayment of the
loan for $286,457 plus accrued interest and for repayment of
the balance ($374,134) of the note payable by BICO and Petrol
Rem to INTCO's minority shareholder. In July 2002, legal
action was commenced by INTCO's minority shareholder to obtain
a judgment. A $100,000 payment was made in August 2002 toward
the settlement of this issue. Since both of these obligations
are collateralized by Petrol Rem's 51% ownership in INTCO, it
is possible that Petrol Rem may forfeit its ownership in INTCO
as part of a settlement of these obligations.
NOTE G - Lease Obligations
Although the Company and its subsidiaries are in arrears on
their various operating leases for certain production
facilities and office space, to date, none of the landlords on
these operating leases has exercised their rights to
accelerate payment of remaining lease obligations.
The Company is in default on its payment obligations under two
capital leases for two manufacturing buildings. Although an
eviction notice was received on one of the buildings in early
August 2002, the Company still occupies the building and
operations are continuing. Management is attempting to
negotiate settlement terms to remedy its past due obligations
and restore the leases to current status. If an acceptable
resolution cannot be reached with the property owners, the
Company will need to find an alternative facility to continue
its manufacturing activities. A summary of the property held
under these capital leases is included in Note K to the
Company's consolidated financial statements included in the
Company's annual report on Form 10-K for the year ended
December 31, 2001.
NOTE H - Shareholders' Equity
Preferred Stock
During 2001, shares of preferred stock were authorized as "4%
Cumulative Convertible Preferred Stock" in series G, H, I, J
and K. The preferred stock transactions for each series
during the six months ended June 30, 2002 are summarized
below:
Shares
Issued Shares Shares Shares
Authorized at Dec. 31, Issued Converted Outstanding
Series Shares 2001 in 2002 in 2002 at June 30, 2002
G 100,000 10,530 0 1,507 9,023
H 246,000 2,000 0 0 2,000
I 4,000 4,000 0 1,649 2,351
J 50,000 400 950 99 1,251
K 100,000 0 2,366 2,366 0
------- ------ ----- ----- ------
Total 500,000 16,930 3,316 5,621 14,625
Series G, H, J and K include a beneficial conversion feature
providing the preferred stockholder a discount of between 10%
and 24%, depending upon the series, upon conversion to the
Company's common stock after a required holding period. The
value of this beneficial conversion feature is determined by
reducing the market price of the Company's common stock by the
discounted conversion price on the date of commitment. This
discount is recognized as a discount assigned to the
beneficial conversion feature of preferred stock and is
amortized as constructive dividends to the preferred
shareholders over the holding period using the effective
interest method. The total valuation discount of this
beneficial conversion feature on the preferred stock issued
during the six months ending June 30, 2002 was $250,194.
Total amortization of the discount, including amortization of
amounts related to preferred shares issued in 2001 that were
not fully amortized at December 31, 2001, was $391,194 and
this amount is recognized as a constructive dividend charged
to additional paid in capital at June 30, 2002.
In 2001, the Company issued 4,000 shares of convertible
preferred stock in connection with a settlement agreement for
obligations incurred in 1998 when the Company purchased its
interest in ICTI, Inc. The settlement documents provide that,
if the value of the common stock available from the conversion
of the preferred stock on the date the registration statement
on this stock became effective was less than $2 million then
the difference would be subject to a note payable over a 36
month period at 10% interest. As of the effective date of the
registration the total shares available for conversion had a
market value of $1,333,750.
Common Stock
The Company filed a Form S-8 in December 2001 that included
125 million shares. The Form S-8 allowed the Company to issue
freely tradable stock to non-executive employees under the
Employees' Equity Compensation plan and to certain consultants
in lieu of paying them in cash. As of June 30, 2002, 125
million shares of common stock had been issued from that Form
S-8. Two additional Form S-8s were filed in March 2002 that
included shares for consultants. One Form S-8 registered 100
million shares for a consultant. The other Form S-8 included
stock for a consultant to obtain upon a warrant exercise. The
consultant did exercise $770,000 in warrants and he was issued
110 million shares of common stock in April 2002.
The Company issued 630,378,041 shares of common stock upon
conversion of 5,621 shares of preferred stock during the six
months ended June 30, 2002. In addition, 11,846,626 shares of
common stock were issued in payment of interest accrued on
Series G preferred stock.
In May 2002, the Company registered 1,210,000,000 shares of
common stock on Form S-1 on behalf of the selling
shareholders. These shares are issuable upon conversion of
preferred stock.
Additional Paid-In Capital / Discount on Issuance of Common
Stock
Additional paid-in capital decreased from $10,887,152 at
December 31, 2001 to ($79,558,290) at June 30, 2002. The
deficit balance at June 30, 2002 is classified as "discount on
issuance of common stock" and it represents the effect of
issuing common stock at prices less than the par value of
$0.10 per share.
NOTE I - Unusual Items
It is the Company's policy to record an inventory valuation
allowance against finished goods and raw materials for
products for which a market has not yet been established.
During the six months ended June 30, 2002, Petrol Rem sold
inventory for which an inventory allowance had previously been
established. Therefore, the Company reduced its inventory
valuation allowance and recorded an unusual gain for the
recovery of inventory valuation allowance of $170,077.
As discussed in Note B, an unusual loss of $3,248,334 has been
recorded to reduce the carrying value of the note receivable
from Practical Environmental Solutions, Inc. and the
corresponding accrued interest to the estimated fair value of
the underlying collateral.
NOTE J - Impairment
In June 2001, the FASB issued statement of Financial
Accounting Standards No. 142, "Goodwill and Other Intangible
Assets." SFAS 142 addresses financial accounting and
reporting for goodwill and other intangible assets. Under
this provision, goodwill and certain intangible assets will no
longer be amortized but will be evaluated for impairment at
least annually. The provisions of this statement became
effective for the Company's fiscal year beginning January 1,
2002. Based on the Company's evaluation, an impairment charge
of $1,118,517 was recognized related to goodwill associated
with investments in Insight Data Link, American Intermetallics
(see Note C), Tireless and B-A Champ. In addition, the value
of the intangible asset representing the Company's exclusive
marketing rights for certain rapid HIV tests was evaluated
during the quarter. Because of the uncertainty of the
Company's ability to recover the full carrying value of the
marketing rights, an impairment charge of $1,091,398 was
recorded to reduce the intangible asset to its estimated net
realizable value.
NOTE K - Legal Proceedings
During April 1998, the Company and its affiliates were served
with subpoenas requesting documents in connection with an
investigation by the U.S. Attorneys' office for the District
Court for the Western District of Pennsylvania. Subsequent to
June 30, 2002, this investigation was concluded with no
charges against BICO or its subsidiaries.
On April 30, 1996, a class action lawsuit was filed against
the Company, Diasense, Inc., and individual officers and
directors. The suit, captioned Walsingham v. Biocontrol
Technology,et al., was certified as a class action in the U.S.
District Court for the Western District of Pennsylvania. The
suit alleged misleading disclosures in connection with the
Noninvasive Glucose Sensor and other related activities, which
the company denies. Without agreeing to the alleged charges
or acknowledging any liability or wrongdoing, the company
agreed to settle the lawsuit for a total amount of $3,450,000.
As of December 31, 2001, the Company owed $425,000 for this
settlement. In May 2002, the parties agreed to extend the
payments on the remaining balance plus a forbearance fee of
$25,000. Payments totaling $200,000 were made in the six
months ended June 30, 2002. The remaining balance of $250,000
at June 30, 2002 is due by August 30, 2002. Subsequent to
June 30, 2002, the Company made payments of $150,000 in July
and August 2002. Payment is necessary in order to satisfy the
terms of the settlement. The class action lawsuit has been
settled, subject to court approval on September 3, 2002. If
the court approves the settlement and our final two payments
of $50,000 each are made, the Company believes this will end
this matter.
NOTE L - Disposition of Assets
In the first quarter of 2002, the Company began pursuing the
disposition of two consolidated subsidiaries, Ceramic Coating
Technologies, Inc. and TruePoints.com - which was formerly B-A-
Champ. TruePoints operations were closed in April 2002.
Certain assets of TruePoints were sold for a net loss of
$44,556. In June 2002, Ceramic Coating Technologies, Inc.
(CCTI), a 98% owned subsidiary, sold substantially all of its
assets for a total sales price of $502,250 as described in
Note B. The net gain on the disposition of CCTI assets was
$687.
In April 2002, the inventory, equipment and intellectual
property of International Chemical Technologies, Inc. (ICTI)
were sold for $18,000 and the lease on the ICTI facility was
terminated. These assets had been fully reserved in prior
years and the sale resulted in a gain on disposal of $18,000.
NOTE M - Clinical Trials
The clinical trials which were being performed by the Company
on the noninvasive glucose sensor were discontinued during the
second quarter of 2002 so that efforts could be directed
toward the development of a new generation device which will
be less sensitive to noise factors in interpreting infrared
spectroscopy and will be a more compact device. The clinical
trials for the new device are being planned but will be
deferred until management determines that adequate funding is
available.
NOTE N - Subsequent Events
On July 5, 2002, the Company's stockholders approved an
increase in the number of authorized shares of common stock
from 4 billion to 8 billion shares.
On July 29, 2002, the Company filed a registration statement
for 3.9 billion shares. 900 million of those shares were
registered for our series K preferred stock and the balance
was registered on behalf of our preferred shareholders.
On July 31, 2002, Diasense sold 1,000,000 shares of MicroIslet
common stock to an individual for $500,000. The purchaser of
the stock is not affiliated with the Company, its subsidiaries
or any of its officers or directors. Diasense invested a
total of $1,600,000 in MicroIslet since January 2002 to obtain
a total of 3,465,451 shares. The investment balance was
reduced to $786,874 to reflect Diasense's proportionate share
of MicroIslet's losses since January 2000. In connection with
the July 2002 sale of MicroIslet stock, the Company will
recognize a gain of approximately $273,000 and the investment
balance will be reduced by approximately $227,000. The
$500,000 proceeds from the sale were used to reduce the
Diasense payable to BICO.
In July 2002, we entered into agreements with Fred Cooper,
Anthony J. Feola and Glenn Keeling in connection with their
resignations. Both Mssrs. Cooper and Feola resigned as both
officers and directors of BICO, Diasense, and all of our
affiliates. Mr. Keeling resigned as an officer and director
of BICO and Diasense, but will continue as an officer and
director of ViaCirq. All of them had employment agreements
with us. All of the July 2002 agreements provided us with a
right to offset their accrued and unpaid salaries against the
balance of the loans they owed us. The July 2002 agreements
released us from our obligations under their employment
agreements, which included not only significant severance
payments, but would have required us to issue them
collectively a total of 12% of our outstanding common stock.
We agreed to pay their health insurance for a year. We also
agreed to pay Mr. Cooper as an outside consultant so he could
transition the work he'd been doing, and facilitate completing
financing transactions he was working on. Mr. Cooper will be
paid $15,000 per month, inclusive of expenses under the
agreement, which has a maximum term of one year and is
terminable at any time with ten days notice.
Management's Discussion and Analysis of Financial Condition
and Cash Flows
Liquidity and Capital Resources
Our cash increased to $303,822 as of June 30, 2002 from
$268,095 as of December 31, 2001 primarily due to $103,268 in
advance payments on manufacturing contracts and the factors
discussed below.
During the six months ended June 30, 2002 our net cash flow
used by operating activities was $(2,824,272). During the
same period, our net cash flow used by investing activities
was ($162,261) due primarily to the acquisition of property,
plant and equipment. Cash flow provided by financing
activities was $3,022,260 mostly due to stock issued to
employees and consultants as compensation for services,
increases in notes payable and sales of preferred stock.
Accounts receivable decreased from $1,235,957 at December 31,
2001 to $590,336 at June 30, 2002 primarily due to a decrease
in revenues for INTCO in the first six months of 2002 compared
with revenues recognized during the latter part of 2001 and
the timing of billings and collections related to these
revenues.
Current notes receivable increased from zero at December 31,
2001 to $641,250 at June 30, 2002. Our subsidiary, Ceramic
Coatings Technologies, Inc. (CCTI) sold substantially all of
its assets in June 2002 for a total sales price of $502,250,
which consisted of two notes receivable. In addition, we sold
shares of convertible preferred stock to J. P. Carey Asset
Management in exchange for a note receivable of $1,183,000
during the six months ended June 30, 2002. The outstanding
balance on this note is $139,000 at June 30, 2002.
Current related party receivables decreased by $25,574 during
the six-month period ended June 30, 2002 due to scheduled
repayments on related party notes.
Interest receivable, net of allowance, decreased from $144,411
as of December 31, 2001 to $1,312 at June 30, 2002 due to the
write-off of accrued interest on a note receivable from
Practical Environmental Solutions (Practical), a Pennsylvania
company that acquired technology to safely convert municipal
sludge to recyclables that comply with state and federal
environmental laws. Petrol Rem has loaned a total of
$3,150,405 to Practical as of June 30, 2002. The loan was
classified as a non-current asset at December 31, 2001 because
our management was considering whether to convert all or part
of that loan to an equity investment. The loan is currently
past its due date of May 31, 2002 and is due upon demand.
Practical is currently not able to conduct a significant
portion of its operations because the landfill which is
necessary for the disposal of its processed biosolids has been
temporarily prohibited from accepting these processed
biosolids under direction of the Department of Environmental
Protection. Unless these discontinued operations can be
restored, Practical may be unable to fully meet its
obligations under the line of credit agreement even if the
note is converted to a term loan after the conversion of a
portion of the amount owed into an equity interest by Petrol
Rem. Due to the uncertainty of Practical's ability to resolve
this issue, the collectibility of this loan is in jeopardy.
Therefore, an unusual item of $3,248,334 has been recorded to
reflect the write-down of the value of the note receivable and
the corresponding accrued interest to the fair value of the
underlying collateral, which is estimated at approximately
$200,000.
Prepaid expenses increased from $1,055,901 as of December 31,
2001 to $2,104,245 as of June 30, 2002. The increase is
primarily due to the issuance of 100 million shares of common
stock to an individual in payment for consulting services to
be provided over a twelve-month period. The total value of
the stock on the date of issue was $1,860,000. This amount
was recorded as a prepaid expense and is being expensed at
$155,000 per month beginning in April 2002.
Goodwill, net of amortization, decreased by $357,115 during
the six months ended June 30, 2002. The amounts invested in
BA Champ and Tireless in excess of their net book value were
reported as goodwill as of December 31, 2001. Under new
accounting standards effective for our current fiscal year, we
evaluated the investments and determined that there was
considerable uncertainty concerning our ability to recover
these amounts. Therefore, an impairment charge was recorded
to write off the goodwill related to these investments. A
similar evaluation was made of our investments in
unconsolidated subsidiaries, American Intermetallics, Inc.,
Insight Data Link, Microislet and Diabecore. We determined
that there was considerable uncertainty regarding the
recoverability of our investments in American Intermetallics
and Insight Data Link and an impairment charge of $754,129 was
recognized to reduce the carrying value of these investments.
At June 30, 2002, Diasense's investment interest in MicroIslet
is no longer classified as an investment in unconsolidated
subsidiaries - it is classified as an investment. The change
in classification occurred because Diasense's ability to
exercise significant influence over MicroIslet decreased as
illustrated by the decline in Diasense's ownership below 20%
to 15.3% and the fact that Diasense is no longer represented
on MicroIslet's board of directors. This change in
classification had no effect on the carrying value of the
investment in MicroIslet, which was $786,874 at June 30, 2002
compared to $917,351 at December 31, 2001. In April 2002,
MicroIslet participated in a merger with ALD Services, Inc., a
publicly traded company also known as ALDI. In connection
with the merger, Diasense, along with the other MicroIslet
shareholders, consented to a forward stock split of MicroIslet
stock where each common shareholder received 3.1255 shares of
MicroIslet for every one share owned. As a result, Diasense
received 3,465,451 shares of MicroIslet common stock. All the
common shareholders maintained their same percentage
ownership. Diasense, along with the other MicroIslet
shareholders, also approved the merger with ALDI. As a result
of the merger, each MicroIslet common shareholder - including
Diasense - received one share of ALDI stock for each share of
MicroIslet stock owned. After the merger, Diasense owned
approximately 15.3% of restricted ALDI stock. In May 2002,
ALDI changed its name to MicroIslet, Inc. and its trading
symbol to MIIS.OB.
Our investment in the marketing agreement for the rapid HIV
tests, which was $6,866,398 as of December 31, 2001, was
reduced to zero when we lost our exclusive marketing rights in
May 2002. This intangible asset had been reduced by
amortization of $175,000 and an impairment charge of
$1,091,398 during the first quarter of 2002. When the
remaining balance of the marketing rights, which was
$5,600,000, was written off in May 2002, a corresponding note
payable of $5,600,000 was eliminated at the same time.
Accounts payable increased by $468,632 during the six months
ended June 30, 2002 because of the timing of payments that
were slower than normal due to our cash flow problems.
Accrued liabilities increased by $588,632 primarily because of
increases in accrued wages due to our cash flow problems.
Accrued liabilities decreased by $843,251 for the three months
ended June 30, 2002 due to reductions in accrued payroll of
approximately $300,000, payments on the class action settlement
of $175,000 and approximately $360,000 in advance payments on
contract revenue that was received in the first quarter 2002
and earned in the second quarter 2002.
We received proceeds from two promissory notes early in April
2002. One loan for $1,000,000 is payable on March 28, 2003
with interest of 22%. This loan is collateralized by all of
our equipment. A payment of $82,000 plus interest of $18,000
was made in June 2002. A second loan for $230,000 is payable
in a single installment on June 19, 2003 with interest of 22%.
In April 2002, the Company agreed to pay an outstanding
obligation of $68,243 to American Express under twelve equal
monthly installments of $6,189, including interest at 15.9%
per annum. This obligation is secured by the assets of BICO.
At June 30, 2002, the outstanding note payable under this
agreement was $51,575. Also, as of June 30, 2002, INTCO has
borrowed $249,130 under a line of credit agreement established
with a Louisiana bank in 2002. This line of credit is secured
by INTCO's assets.
In May 2002, BICO and its subsidiary Petrol Rem, Inc.,
executed a demand note in favor of INTCO, Inc. (a subsidiary
of Petrol Rem). The note is for $286,457 and bears interest
at a rate of 13% per annum. The note consolidated various
amounts previously advanced by INTCO to either BICO or Petrol
Rem or incurred by INTCO on behalf of either BICO or Petrol
Rem and is collateralized by a security interest in Petrol
Rem's shares of stock in INTCO. In June 2002, demand was made
by INTCO and INTCO's minority shareholder for repayment of the
loan for $286,457 plus accrued interest and for repayment of
the balance ($374,134) of the note payable by BICO and Petrol
Rem to INTCO's minority shareholder. In July 2002, legal
action was commenced by INTCO's minority shareholder to obtain
a judgment. A $100,000 payment was made in August 2002 toward
the settlement of this issue. Since both of these obligations
are collateralized by Petrol Rem's 51% ownership in INTCO, it
is possible that Petrol Rem may forfeit its ownership in INTCO
as part of a settlement of these obligations.
Additional paid-in capital decreased from $10,887,152 at
December 31, 2001 to ($79,558,290) at June 30, 2002. The
deficit balance at June 30, 2002 is classified as "discount on
issuance of common stock" and it represents the effect of
issuing common stock at prices less than the par value of
$0.10 per share.
Results of Operations
Our sales and corresponding costs of products sold during the
six months were $2,597,434 and $1,787,530 respectively in 2002
compared to $1,355,475 and $861,870 in 2001. The increase in
sales was primarily due to contract revenue of $934,082 at our
Biocontrol Technology division. There was no contract revenue
during the first six months of 2001. Petrol Rem also had
increased revenue in the first six months of 2002 compared to
the same period in the prior year. Bioremediation product
sales were up from $35,818 in the first six months of 2001 to
$126,538 for the first six months of 2002. In addition,
Petrol Rem's subsidiary, Tireless, began generating revenue in
the fourth quarter of 2001 and they reported revenue of
$228,241 during the first six months of 2002 compared to zero
in the prior year. INTCO, another Petrol Rem subsidiary,
reported a decrease in sales from $1,115,635 in the first six
months of 2001 to $873,048 during the first six months of
2002. The decrease in INTCO revenues is mostly due to certain
vessels being out of service temporarily due to maintenance
procedures and upgrades related to a periodic Coast Guard
certification. ViaCirq's sales of its hyperthermia products
increased from $122,467 in the first six months of 2001 to
$320,933 in the first six months of 2002. Our other product
sales increased in total, but not significantly. Metal
coating sales totaled $65,721 during the first six months of
2001, with an increase to $77,085 during the first six months
of 2002. These metal coating sales occurred in the first
quarter of 2002, prior to the disposition of the majority of
CCTI's assets and the discontinuation of its operations.
During the first six months of 2001 and 2002, sales of
$15,775 and $8,417, respectively, were from sales of our
theraPORT, an implantable device used by patients who have to
have repeated injections of drugs. The theraPORT is implanted
in the patient's chest, and provides a fixed port for
catheters used to deliver the drugs the patient needs. We
also realized $24,740 in sales for the rapid HIV kits and
$4,350 from our internet marketing services, both of which
produced no sales in the prior year's first quarter. Our
costs increased due to the increase in sales of our various
products. Until we have significant sales, we can't predict
any trends for future revenues.
Interest income decreased during the first six months to
$202,239 in 2002 from $319,209 in 2001. The decrease occurred
because we had fewer funds to invest.
Research and Development expenses during the first six months
decreased to $731,570 in 2002 from $2,861,146 in 2001. The
decrease was due to reduced research activities on our
noninvasive glucose monitor and hyperthermia products and the
redeployment of resources from research activities to contract
manufacturing and production of the hyperthermia products.
The clinical trials which we were performing on the
noninvasive glucose sensor were discontinued during the second
quarter of 2002 so that efforts could be directed toward the
development of a new generation device which will be less
sensitive to noise factors in interpreting infrared
spectroscopy and will be a more compact device. The clinical
trials for the new device are being planned but will be
deferred until management determines that adequate funding is
available.
General and Administrative expenses during the first six
months decreased from $11,810,788 in 2001 to $9,214,891 in
2002. The decrease is primarily due to decreases in
salaries, professional services, marketing and travel expenses
as well as $912,727 paid in the first quarter of 2001 under an
agreement with David L. Purdy in connection with his
resignation from the Company and its affiliates.
Beneficial conversion terms included in our convertible
debentures are recognized as expense and credited to
additional paid in capital at the time the associated
debentures are issued. We recognized $2,063,915 of expense in
connection with the issuance of our subordinated convertible
debentures in the first six months of 2001. In addition, we
recognized $1,520,158 in debt issue costs during the first six
months of 2001. This was mostly for commissions paid when
debentures were issued. We had no corresponding expenses in
2002 because we did not issue any debentures.
In prior years, we wrote off bioremediation inventory because
we did not know if we would eventually be able to establish a
market to sell this inventory. During the six months ended
June 30, 2002, Petrol Rem sold inventory that was previously
written off. Therefore, we recorded an unusual item for the
recovery of inventory valuation allowance of $170,077. Also,
an unusual item of ($3,248,334) was recorded for the write-
down of a note receivable and accrued interest from Practical
Environmental Solutions, Inc., as discussed above under
Liquidity and Capital Resources.
Interest expense decreased from $437,366 in the first six
months of 2001 to $345,074 during the first six months of
2002. The decrease is primarily due to a decrease in debt due
to the settlement we reached with Mr. and Mrs. Farrell Jones
in the fourth quarter of 2001 to reduce the amounts owed to
them in connection with our purchase of ICTI in 1998.
Our loss on unconsolidated subsidiaries decreased to $143,174
for the six months ended June 30, 2002 compared to $165,588
for the same period in 2001. This loss results because we
absorb part of the losses incurred by unconsolidated
subsidiaries. Our share of the subsidiaries' losses is
determined by applying our ownership percentage to the total
loss incurred.
We recognized an impairment loss of $2,209,915 in the first
six months of 2002 due to an evaluation of our goodwill and
intangible assets that is required under new accounting
regulations that became effective at the beginning of 2002.
Due to our decision to shut down our subsidiary, BA
Champ/TruePoints, all goodwill associated with this investment
was written off as an impairment charge. In addition,
evaluations were made of our investments in consolidated and
unconsolidated subsidiaries. Based on the progress made so
far and the uncertainty of future success, the goodwill
associated with our investments in Tireless, American
Intermetallics and Insight Data Link were also written off as
impairment charges. The carrying value of the marketing
agreement for rapid HIV tests was written down to the balance
of obligations due under that agreement. Since this change in
accounting regulations was not effective in the prior year,
there were no similar impairment charges recognized in the
first quarter of 2001.
Other Significant Events
On July 26, 2002, BICO announced that the U.S. Attorney's
Office for the Western District of Pennsylvania ended its 4-
year investigation of BICO and has declined to bring any
charges against BICO or its subsidiaries.
In addition, three of BICO's officers and directors, Fred E.
Cooper, Anthony J. Feola and Glenn Keeling resigned as officers
and directors. BICO's board named chief financial officer,
Michael P. Thompson, to also act as interim chief executive
officer as a search for a new CEO is conducted. Glenn
Keeling will continue to serve as an officer and director of
ViaCirq. Fred Cooper, former CEO of BICO and Diasense, will
act as an outside consultant to focus on transitioning and
closing some pending transactions. Anthony Feola is no longer
affiliated with BICO or any of its subsidiaries.
Supplemental Financial Information
On July 5, 2002, our stockholders approved an increase in the
number of our authorized shares of common stock from 4 billion
to 8 billion shares.
When our officers Fred E. Cooper, Anthony J. Feola and Glenn
Keeling resigned, they released us from our obligations under
their employment agreements with BICO and Diasense. As a
result, we were not required to make any severance payments to
them or issue them any of our common stock, which would have
otherwise been required.
On July 29, 2002, we filed a registration statement for 3.9
billion shares. Of that total, 3 billion shares is on behalf
of our Series G, H, I and J preferred stockholders, to cover
their conversions - we won't receive any money from these
stock sales. 900 million shares are for our Series K
preferred stock, which is designed to raise capital for us by
selling our stock. The registration statement has not yet
been declared effective by the U.S. Securities and Exchange
Commission.
On July 31, 2002, Diasense sold one million shares of its
restricted MicroIslet stock to an individual for $500,000.
The purchaser is not affiliated with us or any of our
subsidiaries. As a result of the sale, we will recognize a
gain of approximately $273,000.
Although we are in arrears on various operating leases for
certain production facilities and office space, to date none
of the lessors on these operating leases has exercised the
right to accelerate the payments remaining.
The landlords for our Indiana, PA manufacturing facilities
have given us notice that they intend to terminate our leases
because we have not made the payments when due and owe them
approximately $323,000, including rent, real estate taxes,
insurance and late fees. We plan to turn over part of our
manufacturing facility that we are not using so it can be
leased to another tenant, and we are working with Indiana
County, the landlord for the space we are using, to see if we
can work something out. If we cannot, they can evict us, and
we will have to stop our manufacturing work until, and if, we
can find and build out new space. We don't know if that will
be possible and we may decide the best thing to do is to shut
down our manufacturing division and lose the revenue it
generates.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
(B) Reports on Form 8-K
A report on form 8-K filed May 21, 2002 for the
event dated May 16, 2002. The items listed were
Item 5, Other Events, and Item 7(c), Exhibits.
A report on form 8-K filed May 24, 2002 for the
event dated May 21, 2002. The items listed were
Item 5, Other Events, and Item 7(c), Exhibits.
A report on form 8-K filed May 30, 2002 for the
event dated May 30, 2002. The items listed were
Item 5, Other Events, and Item 7(c), Exhibits.
A report on form 8-K filed June 12, 2002 for the
event dated June 12, 2002. The items listed were
Item 5, Other Events, and Item 7(c), Exhibits.
A report on form 8-K filed July 5, 2002 for the
event dated July 5, 2002. The items listed were
Item 5, Other Events.
A report on form 8-K filed July 29, 2002 for the
event dated July 26, 2002. The items listed were
Item 5, Other Events, Item 6, Resignation of
Registrant's Directors and Item 7 (c), Exhibits.
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 on this 14th day of August 2002.
BICO, INC.
By /s/ Michael P. Thompson
CFO and Interim CEO
(Principal Executive Officer,
Principal Financial Officer
and Principal Accounting
Officer)