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 33-56574
DIASENSE, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1605848
(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) 279-9740
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, 22,980,051 shares of Diasense, Inc. common stock, par
value $.01 were outstanding.
1
DIASENSE,INC.
(A Development Stage Company)
Consolidated Balance Sheets
June 30, September 30,
ASSETS 2002 2001
(Unaudited)
----------- -----------
Current assets
Current assets - prepaid expenses $ 5,207 $ 1,250
----------- -----------
Property and equipment - at cost
Furniture and fixtures 42,750 42,750
------------ -----------
42,750 42,750
Less accumulated depreciation 42,627 40,130
------------ -----------
123 2,620
----------- -----------
Other Assets
Investment in unconsolidated subsidiaries 705,892 1,706,820
Investment 786,874 0
Security Deposit 17,250 17,250
----------- ----------
1,510,016 1,724,070
----------- ----------
TOTAL ASSETS $ 1,515,346 $ 1,727,940
=========== ==========
LIABILITIES and STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities
Accounts payable $ 37,193 $ 8,762
Accrued payroll and withholdings 167,942 45,771
----------- -----------
Total current liabilities 205,135 54,533
Due to BICO 4,000,685 3,891,921
Commitment and Contingencies
Stockholders' equity (deficiency)
Preferred stock, 1,000,000 shares authorized,
none issued.
Common stock, 40,000,000 shares
of $.01 par value authorized; issued and
outstanding 22,980,051 at June 30, 2002 and
Sep. 30, 2001 229,801 229,801
Additional paid-in capital 29,960,946 29,960,946
Warrants 15,376,031 15,376,031
Deficit accumulated during the development stage(48,257,252) (47,785,292)
----------- -----------
(2,690,474) (2,218,514)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS'EQUITY (DEFICIENCY) $ 1,515,346 $ 1,727,940
=========== ===========
The accompanying notes are an integral part of this statement.
DIASENSE, INC.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
For the nine months ended For the three months ended From July 5, 1989
June 30, June 30, (inception) through
2002 2001 2002 2001 June 30, 2002
------------------------- -------------------------- -------------------
Research and development expenses $ - $ - $ - $ - $ 10,556,405
General and administrative expenses 304,481 886,214 35,036 246,692 16,728,837
Warrant extensions - - - - 17,890,676
Technology and patent rights acquired - 26,006 - 14,996 2,650,000
Interest expense - 1,006 - - 11,725
Loss on unconsolidated subsidiaries 214,054 196,866 1,285 79,230 559,645
Amortization of goodwill - 269,477 - 104,738 535,057
Other income (46,575) (46,634) (15,525) (15,584) (742,498)
Other expense - - - - 37,405
-------------------------- ---------------------------- -------------------
Net loss $ (471,960) $(1,332,935) $ (20,796) $ (430,072) $(48,227,252)
=========== =========== ============= =========== ===================
Net loss per common share $ (0.02) $ (0.06) $ (0.00) $ (0.02) $ (2.38)
=========== =========== ============== =========== ===================
The accompanying notes are an integral part of this statement.
DIASENSE, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
For the nine months ended For the three months ended From July 5,1989
June 30, June 30 June 30, June 30, (Inception) through
2002 2001 2002 2001 June 30, 2002
------------------------ -------------------------- ----------------
Cash flows from operating activities:
Net loss $ (471,960) $(1,332,935) $ (20,796) $ (430,072) $ (48,227,252)
Adjustments to reconcile net loss to net
cash (used in) operating activites:
Depreciation 2,497 4,280 81 1,413 89,923
Amortization - 269,477 - 104,738 535,057
Impairment loss - - - - 14,367
Loss on unsonsolidated subsidiaries 214,054 196,866 1,285 79,229 559,644
Stock issued in exchange for services - - - - 138,950
Stock issued for License and Marketing Agreement - - - - 80,000
Warrants issued for services - - - - 513,915
Warrent extensions - - - - 17,890,676
Inventory deposit-BICO - - - - (1,000,000)
(Increase) decrease in prepaid expenses (3,957) (6,703) 4,342 5,454 (5,206)
Increase (decrease) in payable due to BICO - 828,728 - (11,086) -
Decrease (increase) in receivable due from
BICO subsidiaries - 11,214 - (4,312) -
Increase in accounts payable 28,431 7,702 (11,164) 7,392 37,193
Increase (decrease) in accrued payroll and
withholdings 122,171 (46,069) - (496) 167,942
Increase in other assets - - - - (17,250)
------------- ----------- ------------ ------------ ----------------
Net cash (used in) operating activities (108,764) (67,440) (26,252) (247,740) (29,222,041)
Cash flows from investing activities:
Disposal of property and equipment - - - - 175,000
Purchase of property and equipment - - - - (279,413)
Investment - MicroIslet, Inc. - (600,000) - (150,000) (1,600,000)
Investment - Diabecore - (486,684) - - (987,468)
Increase in notes receivable - related parties - - - - (125,000)
Increase in interest receivable - related parties - - - - (13,538)
------------ ----------- ------------ ------------ ----------------
Net cash used in investing activities - (1,086,684) - (150,000) (2,830,419)
Cash flows from financing activities:
Advances to BICO - - - - (7,498,369)
Repayment of advances to BICO - - - - 9,203,493
Increase in advances from BICO, net 108,764 1,041,026 26,252 397,740 14,500,685
Proceeds from issuance of common stock - - - - 10,971,834
Proceeds from issuance of common stock to BICO - - - - 4,200,000
Proceeds from warrants exercised - - - - 118,066
Proceeds from treasury stock - - - - (35,000)
Proceeds from Regulation S - - - - 288,751
Proceeds from issuance of notes payable - - - - 303,000
------------ ----------- ------------ ------------ ----------------
Net cash provided by financing activities 108,764 1,041,026 26,252 397,740 32,052,460
------------ ----------- ------------ ------------ ----------------
Net decrease in cash and cash equivalents - (113,098) - - -
Cash and cash equivalents at beginning of period - 113,098 - - -
------------ ----------- ------------ ------------ ----------------
Cash and cash equivalents at end of period $ - $ - $ - $ - $ -
============ =========== ============ ============ ================
The accompanying notes are an integral part of this statement.
DIASENSE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - Basis of Presentation
The accompanying financial statements of Diasense, Inc. (the "Company")
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. 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
financial statements and footnotes included in the Company's annual report on
Form 10-K for the fiscal year ended September 30, 2001.
NOTE B - Organization
The Company was incorporated on July 5, 1989 as a wholly-owned
subsidiary of BICO, Inc. (parent). BICO owns 52% of the stock of the Company
as of June 30, 2002. The Company is developing a noninvasive glucose sensor
(Sensor). The sensor would use electromagnetic technology to measure glucose
levels in blood without requiring the user to take a blood sample.
NOTE C - Net Loss Per Common Share
Net loss per common share is based on the weighted average number of
outstanding common shares, which amounted to 22,980,051 and 22,980,051 for the
periods ended June 30, 2002 and June 30, 2001, respectively. The loss per share
does not include common stock equivalents since the effect would be
anti-dilutive.
From July 5, 1989 (inception) to June 30, 2002, net loss per common
share is based on the weighted average number of common shares outstanding and
the number of common shares issuable on the exercise of 1,708,000 warrants
issued in 1992; reduced by 488,000 common shares that were assumed to have been
purchased with the proceeds from the exercise of the warrants at an assumed
price of $3.50 per share. The inclusion of the warrants in the loss per share
calculation is required by the rules of the Securities and Exchange Commission
relative to the initial registration statement, which included the Company's
financial statements through the period ended March 31, 1993. The registration
statement became effective July 19, 1993. The weighted average number of
common shares including the effect of the conversion of the warrants amounted
to 20,271,956 for the period from July 5, 1989 (inception) to June 30, 2002.
NOTE D - Legal Proceedings
In 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. As
discussed in Note H, subsequent to June 30, 2002, this investigation was
concluded with no charges against BICO or its subsidiaries, including Diasense.
NOTE E - Investments
There were no additional investments during the nine months ended June 30,
2002 in MicroIslet, Inc., an investment interest initially acquired during the
fiscal year ended September 30, 2000. MicroIslet is a California company,
which has licensed several diabetes research technologies from Duke University
with a specific focus on optimizing microencapsulated islets for
transplantation.
The Company'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, the Company'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 shareholder 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 shareholders maintained their same percentage ownership. Diasense,
along with the other MicroIslet shareholders, also approved a 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. Because the Company'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 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.
There were no additional investments during the nine months ended June 30,
2002 in Diabecore Medical, Inc., an unconsolidated subsidiary interest initially
acquired during the fiscal year ended September 30, 2000. The Company's
ownership percentage as of June 30, 2002 in Diabecore Medical, Inc. is
approximately 24%. Diabecore Medical, Inc. is a Toronto-based company working
to develop a new insulin for the treatment of diabetes.
Although the investment in MicroIslet is being reported on the cost basis
at June 30, 2002, both investments had previously been reported on the equity
basis and differences in the investment and the underlying net assets of the
unconsolidated subsidiaries were capitalized as part of the investment in
unconsolidated subsidiaries. These differences had previously been amortized as
goodwill over a 5-year period. However, Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" became effective for
the Company's financial statements as of October 1, 2001 and, under this
provision, goodwill is no longer amortized. See Note F. As discussed above,
the investment in MicroIslet of $786,874 at June 30, 2002 and $977,573 at
September 30, 2001 is classified as an investment at June 30, 2002 and as an
investment in unconsolidated subsidiary at September 30, 2001. The Company's
investment in the underlying assets and the unamortized goodwill of each
unconsolidated subsidiary as of June 30, 2002 are as follows:
Investment in
Unconsolidated Underlying Net Assets Unamortized
Subsidiary Goodwill Total
Jun.30, Sep.30, Jun.30, Sep.30, Jun.30, Sep.30,
2002 2001 2002 2001 2002 2001
MicroIslet, $ 0 $ 11,335 $ 0 $ 966,238 $ 0 $ 977,573
Inc.
Diabecore 149,340 172,695 556,552 556,552 705,892 729,247
Medical, Inc.
------- ------- -------- ---------- --------- --------
Total $149,340 $184,030 $ 556,552 $1,522,790 $ 705,892 $1,706,820
NOTE F - Goodwill and Other Intangible Assets - Adoption of Statement 142
In June 2001, the FASB issued Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets." SFAS 142 supersedes
APB Opinion No. 17 and addresses financial accounting and reporting for
acquired goodwill and other intangible assets. Under this provision, goodwill
associated with the Company's investments in unconsolidated subsidiaries will
no longer be amortized. These assets will be evaluated on a periodic basis to
determine if an impairment loss needs to be recorded. The provisions of this
statement became effective for the Company's current fiscal year ending
September 30, 2002. A summary of the impact of the implementation of SFAS 142
follows:
For the nine For the nine From July 5, 1989
months ended months ended (inception)through
Jun. 30, 2002 Jun. 30, 2001 Jun. 30, 2002
------------- ------------- ------------------
Reported net loss $ (471,960) $ (1,332,935) $ (48,227,252)
Add back: Goodwill
Amortization 0 269,477 535,057
------------- ------------- ------------------
Adjusted net loss $ (471,960) $ (1,063,458) $ (47,692,195)
============= ============= ==================
Earnings per share:
Reported net loss $ (.02) $ (.06) $ (2.38)
Add back: Goodwill
Amortization .00 .01 .03
------------- ------------- ------------------
Adjusted net loss (.02) (.05) (2.35)
============= ============= ==================
Based on the Company's current evaluation of these unconsolidated
subsidiaries and the status of their projects to date, no impairment of the
goodwill associated with these investments is deemed necessary at this time.
These assets will continue to be evaluated in future periods to determine if
an impairment loss should be recognized.
NOTE G - Clinical Trials
The clinical trials which were being performed by BICO 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 H - Subsequent 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, including
Diasense. 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 BICO's ViaCirq
subsidiary. 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 Diasense, BICO or its
other subsidiaries.
In connection with their resignations, Mr. Cooper and Mr. Feola gave up
their employment agreements with BICO and Diasense. Mr. Keeling gave up his
employment agreement with BICO but retained his employment agreement with
ViaCirq. By giving up their employment agreements, Mssrs. Cooper, Feola and
Keeling released BICO and its subsidiaries, including Diasense, from any
obligations under those agreements including those provisions related to
severance and change of control.
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, BICO, its subsidiaries or any of its officers or
directors. The Company 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.
Management's Discussion and Analysis of Financial Condition and Cash Flows
Liquidity and Capital Resources
BICO utilizes a centralized cash management policy whereby funds are
transferred to Diasense on a daily basis to meet Diasense's actual cash needs.
As a result of this policy, Diasense had a cash balance of zero at June 30,
2002 and September 30, 2001.
Prepaid expenses increased from $1,250 to $5,207 during the nine months
ended June 30, 2002. The increase represents insurance premiums paid in
advance of the coverage period.
The Company's investments in MicroIslet, Inc. and Diabecore Medical, Inc.
decreased from $977,573 and $729,247, respectively, as of September 30, 2001,
to $786,874 and $705,892, respectively at June 30, 2002. The decreases in
these investments represent the Company's recognition of its share of the
losses incurred by MicroIslet and Diabecore during the nine-month period.
Amounts due to BICO from the Company increased from $3,891,921 as of
September 30, 2001 to $4,000,685 as of June 30, 2002. This increase is due
to intercompany transfers from BICO to the Company for working capital.
Accrued payroll and withholdings increased from $45,771 as of September
30, 2001 to $167,942 as of June 30, 2002 because officers of the Company agreed
to delay the payment of their salaries.
Results of Operations
There were no research and development expenses during the nine-month
periods ended June 30, 2002 and 2001 due to the agreed-upon suspension of
charges by BICO pursuant to the research and development agreement between the
Company and its parent.
General and Administrative expenses decreased from $246,692 for the three
month period ended June 30, 2001 to $35,036 for the three month period ended
June 30, 2002 and decreased from $886,214 for the nine month period ended June
30, 2001 to $304,481 for the nine month period ended June 30, 2002. The
decrease was primarily due to a decrease in salaries, administrative staff and
administrative overhead.
Other income was $46,575 and $46,634, respectively, during the nine-month
periods ended June 30, 2002 and 2001. These amounts represent rental income,
which is charged to BICO and its subsidiaries for their share of the Company's
office space.
Other Significant Events
On February 6, 2002, Anthony J. DelVicario resigned from the Company's
Board of Directors due to other obligations and commitments. On April 24,
2002, John F. Steel IV resigned from the Company's Board of Directors due to
ongoing responsibilities related to other business commitments precluding him
from participation on outside Boards of Directors.
The clinical trials which were being performed by BICO 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.
In April 2002, MicroIslet participated in a merger with ALD Services,
Inc. ("ALDI"), a publicly traded company. 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 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 the 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 owns approximately 15.3% of restricted ALDI stock. In May
2002, ALDI changed its name to MicroIslet, Inc. and its trading symbol to
MIIS.OB.
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, including
Diasense. 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 BICO's ViaCirq
subsidiary. 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 Diasense, BICO or its
other subsidiaries.
In connection with their resignations, Mr. Cooper and Mr. Feola gave up
their employment agreements with BICO and Diasense. Mr. Keeling gave up his
employment agreement with BICO but retained his employment agreement with
ViaCirq. By giving up their employment agreements, Mssrs. Cooper, Feola and
Keeling released BICO and its subsidiaries, including Diasense, from any
obligations under those agreements including those provisions related to
severance and change of control.
Prior to their resignations as directors of Diasense, Mssrs. Cooper and
Feola appointed Paul W. Stagg as a director of Diasense.
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 Diasense, BICO, 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,
Diasense will recognize a gain of approximately $273,000 and the investment
balance will be reduced by approximately $227,000.
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. Reports on Form 8-K
A report form 8-K filed, July 29, 2002 for the event dated
July 26, 2002. The items listed were Item 5, Other Events and
Item 6, Resignation of Registrant's Directors.
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.
DIASENSE, INC.
By /s/ Michael P. Thompson
Michael P. Thompson
Interim Chief Executive Officer,
Chief Financial Officer (principal
executive officer, principal financial
officer and principal accounting
officer)