U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
_____ 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: 001-13467
COMMONWEALTH BIOTECHNOLOGIES, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
Virginia 54-1641133
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
911 East Leigh Street, Suite G-19, Richmond, Virginia
23219 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(804) 648-3820
(ISSUER'S TELEPHONE NUMBER)
-----------------------------------------
Check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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 August 14, 1998, 1,621,714 shares of common stock, no par value, of
the registrant were outstanding.
Transitional Small Business Disclosure Format (Check one) Yes: No: X
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Commonwealth Biotechnologies, Inc.
Condensed Balance Sheets
<TABLE>
<CAPTION>
JUNE 30, 1998 DECEMBER 31,
------------- 1997
UNAUDITED ----
--------
<S><C>
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 4,738,959 $ 6,273,765
Accounts Receivable 166,657 153,090
Accounts Receivable Other 1,898 137
--------- ---------
Total A/R 168,555 153,227
Prepaid Expenses 28,327 56,174
Prepaid Vacation 33,448 -
Inventory 26,598 6,799
--------- --------
Total Current Assets $ 4,995,887 $ 6,489,965
PROPERTY PLANT AND EQUIPMENT, NET $ 2,357,667 $ 1,435,812
---------- ---------
OTHER ASSETS
Restricted Cash $ 3,320,588 $ -
Bond Issue Cost, net 261,615 -
Organizational Costs, net - 829
Deposits 5,000 5,000
---------- ---------
Total Other Assets $ 3,587,203 $ 5,829
---------- ---------
TOTAL ASSETS $ 10,940,757 $ 7,931,606
----------- ---------
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Accounts Payable $ 138,454 $ 279,570
Interest Payable 10,559 -
Vacation Accrual 72,492 -
Current Portion Long Term
Debt 30,000 30,000
Demand Note 284,680 314,680
-------- -------
Total Current Liabilities $ 536,185 $ 624,250
-------- -------
LONG TERM DEBT BONDS $ 4,000,000 $ -
---------- -------
TOTAL LIABILITIES $ 4,536,185 $ 624,250
---------- -------
SHAREHOLDERS EQUITY
Common Stock, no par value
10,000,000 authorized,
1,621,714 and 1,620,514
shares issued and
outstanding at June 30,
1998 and December 31, 1997 $ 760 $ 760
Additional Paid-in-Capital 8,768,904 8,761,704
Accumulated Deficit (2,365,092) (1,455,108)
----------- -----------
Total Stockholders Equity $ 6,404,572 $ 7,307,356
---------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 10,940,757 $ 7,931,606
----------- ---------
</TABLE>
1
<PAGE>
Commonwealth Biotechnologies, Inc.
Condensed Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
<S><C>
THREE MONTHS SIX MONTHS
ENDED ENDED
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1998 1997 1998 1997
REVENUE
Laboratory Services $ 189,432 $ 198,564 $ 499,245 $ 424,981
Contract Research 146,501 137,176 286,937 462,920
Grants 39,783 119,895 88,771 171,310
------- -------- ------- -------
Total Revenue $ 375,716 $ 455,635 $ 874,953 $1,059,211
-------- -------- -------- ---------
COST AND EXPENSES
Cost of Services $ 310,953 $ 170,062 $ 566,675 $ 348,061
Sales, Gen. And Admin. 577,526 160,326 1,114,590 260,420
Research and Development 110,268 88,108 213,260 157,123
-------- ------- -------- --------
TOTAL COST AND EXPENSES $ 998,747 $ 418,496 $ 1,894,525 $ 765,604
-------- -------- ---------- --------
OPERATING INCOME (LOSS) $ (623,031) $ 37,139 $ (1,019,572) $ 293,607
--------- ------- --------- -------
OTHER INCOME (EXPENSES)
Amortization $ (2,710) $ - $ (3,082) $ -
Interest Expense (63,555) (5,352) (81,483) (10,675)
Interest Income 111,514 3,192 194,153 3,355
-------- ------- -------- -----
Total Other Income
(Expense) $ 45,249 $ (2,160) 109,588 (7,320)
----------- ------- -------- -------
NET INCOME (LOSS) $ (577,782) $ 34,979 (909,984) 286,287
------------ ------- --------- -------
EARNINGS (LOSS) PER SHARE
BASIC AND DILUTED $ (0.3565) $ 0.4908 $ (0.5615) $ 4.0168
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 1,620,918 71,273 1,620,717 71,273
See accompanying notes to condensed financial statements.
</TABLE>
2
<PAGE>
Commonwealth Biotechnologies, Inc.
Condensed Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
<S><C>
JUNE 30, JUNE 30,
1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss) $(909,984) $286,287
Adjustments to reconcile net income
(loss) to net cash provided by (used by)
operating activities:
Depreciation and amortization 142,448 56,813
Loss on disposal of equipment 11,275 --
Interest earned on restricted cash (45,461) --
Contributed Services 36,346
Changes in:
Accounts receivable (15,328) (65,188)
Prepaid expenses (5,601) (849)
Inventory (19,799) --
Customer deposits -- 9,125
Deferred revenue -- (200,000)
Accounts payable and accrued expenses (58,065) 95,762
---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING $(900,515) $ 218,296
ACTIVITIES ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property plant and
equipment $(426,794) $(355,409)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of Common Stock $ 7,200 $ --
Proceeds from issuance of long-term debt -- 126,540
Shareholder distribution -- 42,000
Bond issue costs (184,697) --
Proceeds from issuance of convertible
subordinated notes, net of deferred loan costs -- 2,626,269
Principal payments on long-term debt (30,000) (19,609)
Shareholder distributions -- (37,239)
---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES $(207,497) $2,737,961
---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS $(1,534,806) $2,600,848
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD $ 6,273,765 $ 260,357
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,738,959 $2,861,205
========== ==========
SUPPLEMENTAL DISCLOSURES
Cash paid for interest $ 70,925 $ 5,324
========== ==========
</TABLE>
3
<PAGE>
Notes To Condensed Financial Statements
(1) In the opinion of the Company, the accompanying condensed financial
statements which are unaudited, except for the condensed balance
sheet dated December 31, 1997, contain all adjustments (consisting
of only normal recurring accruals) necessary to present fairly the
financial position as of June 30, 1998 and December 31, 1997 and
the results of operations and cash flows for the six months ended
June 30, 1998 and 1997.
(2) The results of operations for the three months and six months ended
June 30, 1998 and 1997 are not necessarily indicative of the
results to be expected for the full year.
(3) Earnings (loss) per share: The Company follows the guidance
provided in FASB Statement No. 128, Earnings Per Share, which
establishes standards for computing and presenting earnings per
share and applies to entities with publicly held common stock or
potential common stock. Those entities that have only common stock
outstanding are required to present basic earnings per share
amounts. All other entities are required to present basic and
diluted per share amounts. Diluted per share amounts assume the
conversion, exercise or issuance of all potential common stock
instruments such as options, warrants and convertible securities,
unless the effect is to reduce a loss or increase earnings per
share. At June 30, 1998 the Company had stock options outstanding
which were antidilutive, at June 30, 1997 there were no options
outstanding, therefore basic and diluted earnings (loss) per share
are equal.
(4) During the period ended June 30, 1998, the Company issued
industrial revenue bonds in the amount of $4,000,000 in connection
with its construction of a new office and laboratory facility. Of
this amount approximately $390,150 was invested in land, $80,000
was expended on bond issuance costs and $254,700 was spent on the
construction of the new facility. The remainder of the funds,
including accumulated interest income of approximately $45,461, is
maintained in other assets as restricted cash and is expected to be
used to fund additional construction and related costs for the
completion of the facility. These bonds will mature between March
15, 2001 and March 15, 2012, interest will accrue at annual rates
from 5.20% to 6.30%.
4
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following should be read in conjunction with Company's Financial
Statements and Notes thereto included herein.
OVERVIEW
The Company's revenues are derived principally from providing
protein/peptide and DNA/RNA chemistries and related analytical services to
researchers in the biotechnology industry. The biotechnology industry has
experienced rapid growth in recent years based on the development of innovative
technologies. The development process requires sophisticated laboratory
techniques. Many participants in the industry do not have the facilities or
personnel necessary to perform these techniques, and contract it out to the
Company and other organizations. Since commencing operations in 1992, the
Company has experienced significant growth in revenues as the Company's
reputation has grown.
In general terms, the Company serves two types of customers: those who
require a discrete set of services ("short-term projects"), and those who
contract with the Company on an extended basis for performance of a variety of
integrated services ("long-term projects"). More often than not, short-term
customers send the Company repeat business. For the purpose of consistency, the
term "Laboratory Services" is used to describe revenue associated with
short-term projects, and the term "Contract Services" is used to describe
revenue associated with long-term projects. As the Company goes forward, the
terms Laboratory Services and Contract Services will be replaced with short-term
project and long-term project revenues.
It should be noted that the "1997 Period" (January 1, 1997 to June 30,
1997) reflects revenues and expenses of the Company prior to the completion of
its private placement of convertible notes in June 1997 and initial public
offering of common stock in October 1997. The "1998 Period" (January 1, 1998 to
June 30, 1998) reflects revenue and expenses of the Company after these events.
REVENUES
Gross revenues decreased in the second quarter of 1998 (the "1998
Quarter") by $79,919 or 17.5%, from $455,635 in the second quarter of 1997 (the
"1997 Quarter") to $375,716 in the 1998 quarter. Gross revenues decreased by
$184,258 or 17.4% from $1,059,211 during the 1997 Period to $874,953 during the
1998 Period.
5
<PAGE>
Revenues realized from laboratory services increased by $74,264, or 17.5%,
from $424,981 during the 1997 Period to $499,245 during the 1998 Period.
Revenues from DNA sequence analysis increased by $69,038 or 38.6% from $179,140
during the 1997 Period to $248,178 during the 1998 Period. Revenues attributable
to protein sequencing increased by $30,160, or 88.3%, from $34,165 during the
1997 Period to $64,325 during the 1998 Period. Revenues from amino acid analysis
decreased by $10,232, or 28.4%, from $36,064 during the 1997 Period to $25,832
during the 1998 Period. Revenues realized from other core technologies remained
essentially constant.
Revenues realized from various contract research projects decreased by
$175,983, or 38.0%, from $462,920 during the 1997 Period to $286,937 during the
1998 Period. This decrease is primarily due to the successful completion of
several research contracts in the last quarter of 1997 which have not been
renewed, and to the delay in the awarding of new research contracts for 1998.
The Company's management is unable to determine when or whether new research
contracts will be awarded.
The Company also experienced a decrease in revenue realized from
government grants in the amount of $82,539 or 48.2% from $171,310 during the
1997 Period to $88,771 during the 1998 Period. This decrease in revenue is
primarily due to the delay in the awarding of new research grants for 1998. The
Company's management is unable to determine when or whether new grants will be
awarded. In 1998, the Company has one ongoing grant from each of the National
Institutes of Health (NIH) and the United States Department of Agriculture
(USDA). The Company has made application for three new research grants from the
NIH and for a Phase II SBIR (Small Business Innovation Research) grant from the
USDA; the Company has so far received notice that one of its new SBIR Phase I
applications to the NIH will be funded for $100,000 for the period July 1, 1998
- - December 30, 1998 and that its Phase II SBIR application to the USDA is
expected to be funded in the amount of $200,000 for the period September 1, 1998
through August 31, 2000. Government grants are expense reimbursement grants
which provide for reimbursement of the Company's direct costs incurred, plus
indirect costs as a percentage of direct costs. The Company generally receives
grant payments semi-monthly, with the amount of each payment being determined by
the amount of the costs incurred in the immediately preceding two week period.
The Company experiences quarterly fluctuations in revenues which arise
primarily from variations in research contracts. Revenue fluctuations also
result from the dynamic nature of the Company's laboratory services. Engagement
for subsequent projects is highly dependent upon the customer's satisfaction
with the services previously provided, and upon factors beyond the Company's
control, such as the timing of product development and commercialization
programs of the Company's customers. The Company is unable to predict for more
than a few months in advance the volume and dollar amount of future projects in
any given period. The combined impact of commencement and termination of
research contracts from several large customers and unpredictable fluctuations
in revenue for laboratory services can result in very large fluctuations in
financial performance from quarter to quarter. Recently, the Company has derived
a larger portion of its revenues from laboratory services than has historically
been the case. Thus, the Company has experienced and may continue to experience
a pronounced shift from contract research to laboratory services, which may
result in a less predictable revenue stream.
6
<PAGE>
EXPENSES
While significant fluctuations may be seen in comparing expenses of the
1997 Quarter (or 1997 Period) with the 1998 Quarter (or the 1998 Period),
expenses incurred in all categories by the Company for the first and second
quarters of 1998 remained essentially constant.
Cost of services consists primarily of labor and laboratory supplies. Cost
of services increased by $140,891 or 82.8% from $170,062 in the 1997 Quarter to
$310,953 in the 1998 Quarter. Cost of services increased by $218,614, or 62.8%,
from $348,061 during the 1997 Period to $566,675 during the 1998 Period. The
cost of services as a percentage of revenue was 32.9% and 64.7% during the 1997
and 1998 Periods, respectively.
Labor costs increased by $85,037 or 51.7% from $164,313 during the 1997
Period to $249,350 during the 1998 Period. This increase in labor reflects
personnel that have been hired based on the Company's growth strategy. The costs
for direct materials increased by $111,400 or 70.3% from $158,513 during the
1997 Period to $269,913 during the 1998 Period. These increased costs are
directly attributable to the purchase of reagents, chemicals and materials
necessary to expand the Company's offerings of analytical services and continue
the Company's growth strategy. Purchases of laboratory supplies are subject to
fluctuation and can cause results of operations to fluctuate from quarter to
quarter, particularly if the Company purchases supplies but does not record the
revenue from the performance of services until a subsequent quarter. 'Other
costs' (travel, equipment rental, maintenance of equipment, etc.) increased by
$22,175 or 87.8% from $25,237 during the 1997 Period to $47,412 during the 1998
Period.
Sales, general and administrative expenses ("S,G&A") consist primarily of
compensation and related costs for administrative, marketing and sales
personnel, facility expenditures, professional fees, consulting, taxes,
depreciation and amortization, office expenses, marketing and sales
expenditures.
Total S,G&A increased by $417,200 or 260.2% from $160,326 in the 1997
Quarter to $577,526 in the 1998 Quarter. Total S,G&A increased by $854,170 or
328.0%, from $260,420 during the 1997 Period to $1,114,590 during the 1998
Period. As a percentage of revenue, these costs were 24.6% and 127.4% during the
1997 and 1998 Periods, respectively.
The compensation and benefit expenses component of S,G&A increased by
$363,686 or 382.8%, from $95,007 during the 1997 Period to $458,693 during the
1998 Period. The increase primarily reflects the transition to full-time
employment of the Company's four founders, and salary and benefit costs for
various support personnel hired to assist in implementing the Company's growth
strategy. Costs for facilities increased by $79,195, or 420.9%, from $18,817
during the 1997 Period to $98,012 during the 1998 Period. Since the 1997
Quarter, the Company has leased additional laboratory space for its operations.
Professional fees increased by $74,247, or 893.2%, from $8,312 during the 1997
Period to $82,559 during the 1998 Period. This increase was primarily due to
legal and accounting costs associated with the year-end audit, general legal
support, and corporate liability insurance costs. Depreciation increased by
$83,289, or 146.6% from $56,812 during the 1997 Period to $140,101 during the
1998 Period. Increased depreciation costs are attributable to the purchase of
additional laboratory equipment consistent with expanding the Company's
technology base.
7
<PAGE>
Marketing costs increased by $103,970 or 353.8%, from $29,389 during the
1997 Period to $133,359 during the 1998 Period. Allocation of salaries and
fringe benefits, expenditures for the new brochure, additional advertising in
various magazines, contracting of a marketing firm, and trade show costs
contributed to these increased costs.
Expenditures during the 1998 Period for selling amounted to $28,300.
Expenditures in selling include personnel costs, travel, and office expenses. No
expenses were incurred during the 1997 Period for selling.
Total expenditures for grant-related research and development activities
and for in-house research and development activities increased by $22,166, or
25.2%, from $88,102 in the 1997 Quarter to $110,268 in the 1998 Quarter. The
Company delineates its research and development activities between those
performed under and financed by government grants, and those performed in the
absence of such grants and funded in-house from working capital. Expenditures to
perform grant-related research activities decreased by $28,976, or 44.6%, from
$64,915 in the 1997 Quarter to $35,939 in the 1998 Quarter. Expenditures made by
the Company for in-house research activities increased by $51,127, or 220.4%,
from $23,198 in the 1997 Quarter to $74,325 in the 1998 Quarter.
Total expenditures for grant-related research and development activities
and for in-house research and development activities increased by $56,137, or
35.7%, from $157,123 during the 1997 Period to $213,260 during the 1998 Period.
Total grant-related research and in-house research as a percentage of revenue
were 14.8% and 24.4% during the 1997 and 1998 Periods, respectively.
Expenditures to perform grant-related research and development activities
decreased by $53,288, or 45.7%, from $116,632 during the 1997 Period to $63,344
during the 1998 Period.
Expenditures made by the Company to perform in-house research activities
increased by $109,395, or 270.2%, from $40,491 during the 1997 Period to
$149,886 during the 1998 Period. In-house research and development projects are
aimed at establishing fundamental technologies, such as methods for genetic
testing for agricultural and human applications, genome sequence analysis,
molecular modeling, large scale peptide synthesis, and novel methods for
preparing peptide-enzyme conjugates.
8
<PAGE>
OTHER INCOME AND EXPENSES
Interest income is derived from investing the unused portion of the funds
realized by the Company from the private placement of convertible notes in June
1997 and initial public offering of common stock in October 1997. Interest
income is also derived from investing the unused portion of the funds realized
by the Company from the successful sale (March 1998) of the industrial revenue
bonds (IRBs) for construction of the Company's new facility.
Interest income to the Company in the 1998 Quarter was $111,514, there was
essentially no interest income to the Company in the 1997 Quarter. Interest
income from initial public offering investments amounted to $66,053 in the 1998
Quarter. Interest income earned for the construction of the Company's new
facility from the IRBs amounted to $45,461.
Interest income to the Company in the 1998 Period was $194,153, there was
essentially no interest income to the Company in the 1997 Period. Interest
income from initial public offering investments amounted to $148,692 in the 1998
period. Interest income earned for the construction of the Company's new
facility from the IRBs amounted to $45,461.
Interest costs incurred by the Company in the 1998 Quarter included (1)
interest paid to financial institutions on loans made to the Company; (2)
interest paid to the Trustee for the Company's IRBs; and (3) amortization of
bond costs incurred as a consequence of the completion of the Company's IRB
financing.
Interest expense increased by $58,203 or 1,087.5% from $5,352 in the 1997
Quarter to $63,555 in the 1998 Quarter. Interest paid to financial institutions
on loans made to the Company increased by $1,818, or 34.0%, from $5,352 in the
1997 Quarter to $7,170 in the 1998 Quarter. Interest expense paid to the Trustee
for the Company's IRBs was $56,384 in the 1998 Quarter. Bond amortization cost
amounted to $2,710 in the 1998 Quarter.
Interest expense increased by $70,808 or 663.3% from $10,675 in the 1997
Period to $81,483 in the 1998 Period. Interest paid to financial institutions on
loans made to the Company increased by $3,864 or 36.2%, from $10,675 in the 1997
Period to $14,539 in the 1998 Period. The total outstanding principal amount of
these loans as of June 30, 1998, is $284,680. Interest expense paid to the
Trustee for the Company's IRBs was $66,944 in the 1998 Period. Bond
amortization cost amounted to $3,082 in the 1998 period.
9
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Consistent with the Company's implementation of its growth strategy, the
1998 Quarter showed net operating cash flow in the amount of ($900,515), as
compared to $218,296 for the 1997 Quarter. This deficit is due to substantial
investments in a number of important facets of the Company's business. These
cost outlays were made possible by capital realized from the Company's private
placement of convertible notes and initial public offering of common stock and
were fully anticipated by management. The Company believes that its liquidity
and capital resources will be sufficient to finance anticipated needs for the
foreseeable future.
Net working capital as of December 31, 1997 and June 30, 1998 was
$5,865,715 and $4,459,702 respectively. This decrease is a direct result of
purchases of equipment ($328,432), costs associated with the new facility
($264,160), implementation of marketing and selling divisions within the Company
($161,670) and costs associated with additional staffing and direct materials
necessary to expand the Company's technology offerings ($614,700).
IRBs sold by the Company (in the amount of $4,000,000) were issued by the
Virginia Small Business Financing Authority. The IRBs were issued pursuant to an
Indenture of Trust dated March 15, 1998, between the Virginia Small Business
Financing Authority and Crestar Bank, a Virginia banking association, the named
Trustee.
The IRBs were issued and sold to facilitate construction of the Company's
facility in Gateway Centre in Chesterfield County, Virginia. The funds generated
by the sale of the IRBs are restricted and may only be used for the construction
of the Company's new facility. Construction of the new facility began in early
June and is anticipated to be completed in late 1998. All of the Company's
administrative and research operations will be consolidated into this facility.
The Company's capital commitments consist of the construction of its new
laboratory and office facility, the total construction cost of which is expected
to be $5,200,000. Of this amount, $4,000,000 will be paid with the proceeds from
the sale of the IRBs, and $1,200,000 will be paid by the Company out of working
capital.
YEAR 2000 PROJECT
The Year 2000 presents problems for businesses that are dependent on
computer hardware and software to perform date dependent calculations and logic
comparisons. A great deal of software and microchip technology was developed
utilizing two digit years rather than four digit years. Technology utilizing two
digit years will most likely not be able to distinguish the Year 2000 from 1900,
and therefore may shut down or perform miscalculation and comparisons as much as
100 years off.
Management is fully aware this presents a potential business disruption,
and has begun a program of due diligence in addressing the impact of the Year
2000 on the Company and its operations. Once identified, areas of exposure will
be prioritized as to severity and time to cure, with a plan developed to make
the Company Year 2000 compliant. Management does not anticipate that costs
associated with the Year 2000 solution will have a material effect on the
Company's financial condition.
10
<PAGE>
FORWARD LOOKING STATEMENTS
Management has included herein certain forward looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. When used,
statements which are not historical in nature, including the words "anticipate",
"estimate", "should", "expect", "believe", "intend", and similar expressions are
intended to identify forward-looking statements. Such statements are, by their
nature, subject to certain risks and uncertainties. Among the factors that could
cause the actual results to differ materially from those projected are the
following: business conditions and the general economy; the federal, state, and
local regulatory environment; lack of demand for the Company's services; the
ability of the Company's customers to perform services similar to those offered
by the Company "in-house"; and potential cost containment by the Company's
customers resulting in fewer research and development projects. Other risks,
uncertainties, and factors that could cause actual results to differ materially
from those projected are detailed from time to time in reports filed by the
Company with the securities and exchange commission, including Forms 8-K,
10-QSB, and 10-KSB.
11
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On October 17, 1997, the Securities and Exchange Commission declared the
Company's Registration Statement on Form SB-2 (File No. 333-31731) effective
(the "Registration Statement"). The Registration Statement related to the
Company's initial public offering of common stock. Pursuant to the Registration
Statement, the Company registered (i) 1,015,000 shares of common stock (the "IPO
Stock"), (ii) warrants to purchase an aggregate of 101,500 shares of common
stock (the "Underwriter Warrants"), (iii) 101,500 shares of common stock
issuable upon the exercise of the Underwriter Warrants and (iv) 100,000 shares
of common stock issuable upon the exercise of warrants issued to certain
executive officers of the Company (the "Management Warrants"). In addition, the
Registration Statement registered the resale of (x) an aggregate of 541,370
shares of common stock issuable upon the conversion of certain convertible notes
issued by the Company and (y) the Management Warrants.
The Company sold: (a) 1,015,000 shares of IPO Stock (aggregate offering
price of $6,090,000), (b) 101,500 Underwriter Warrants (aggregate offering price
of $101.50) and (c) 100,000 Management Warrants (aggregate price of $100).
From October 17, 1997 through June 30, 1998, expenses related to the
Company's initial public offering were approximately $672,422. Of this amount
$487,200 was attributable to underwriting discounts. This amount, however, does
not reflect the issuance of the Underwriter Warrants as additional underwriting
compensation. The net proceeds of the initial public offering were approximately
$5,417,578. Charles A. Mills, III and Peter C. Einselen, each a director of the
Company, also serve as executive officers of Anderson & Strudwick Incorporated,
the underwriter of the initial public offering.
From October 17, 1997 through June 30, 1998, the Company spent
approximately $1,204,320 of the net proceeds of the initial public offering as
follows: (1) $329,548 on capital expenditures, (2) $227,000 for the development
of the Company's new office and laboratory facility, (3) $133,402 on marketing,
(4) $24,950 on sales, (5) $195,500 on personnel and (6) $293,920 on production
operation. The remaining proceeds are invested in an interest-bearing account at
a commercial bank.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
12
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 14, 1998, the Company held its Annual Meeting of Shareholders.
The following were the results of the meeting:
(1) The shareholders elected Thomas R. Reynolds and Charles A. Mills,
III as Class I directors to serve until the Company's Annual Meeting
of Shareholders in 2001 or until their successors are elected and
shall have qualified.
The votes were as follows:
Thomas R. Reynolds Charles A. Mills, III
Votes Cast For 897,520 897,520
Votes Cast Against -- --
Votes Withheld / Broker
Non-Votes 4,300 4,300
(2) The shareholders of the Company ratified the appointment of
McGladrey & Pullen, LLP as independent auditors of the Company for
the fiscal year ending December 31, 1998. The votes were as follows:
Votes Cast For 889,116
Votes Cast Against 10,904
Votes Withheld / Broker
Non-Votes --
ITEM 5. OTHER INFORMATION
Not applicable.
13
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
3.1 Amended and Restated Articles of Incorporation (1)
3.2 Amended and Restated Bylaws (1)
4.1 Form of Common Stock Certificate (1)
4.2 Form of Underwriter's Warrant, as amended (1)
4.3 Form of Management Warrant, as amended (1)
4.4 Indenture of Trust by and between the Virginia Small
Business Financing Authority and Crestar Bank relating
to the issuance of industrial revenue bonds
for the benefit of the Company (2)
10.1 Placement Agreement by and between the Company and
Anderson & Strudwick, Incorporated (1)
10.2 Warrant Agreement between the Company and Anderson &
Strudwick, Incorporated (1)
10.3 Warrant Agreement between the Company and Richard J.
Freer, as amended (1)
10.4 Warrant Agreement between the Company and Thomas R.
Reynolds, as amended (1)
10.5 Warrant Agreement between the Company and Gregory A.
Buck, as amended (1)
10.6 Warrant Agreement between the Company and Robert B.
Harris, as amended (1)
10.7 Employment Agreement for Richard J. Freer (1)
10.8 Employment Agreement for Thomas R. Reynolds (1)
10.9 Employment Agreement for Gregory A. Buck (1)
10.10 Employment Agreement for Robert B. Harris (1)
10.11 Executive Severance Agreement for Richard J. Freer
(1)
10.12 Executive Severance Agreement for Thomas R. Reynolds
(1)
10.13 Executive Severance Agreement for Gregory A Buck (1)
10.14 Executive Severance Agreement for Robert B. Harris
(1)
10.15 1997 Stock Incentive Plan, as amended (1)
10.16 Form of Incentive Stock Option Agreement (1)
10.17 Loan Agreement by and between the Virginia Small
Business Financing Authority and the Company (2)
27.1 Financial Data Schedule (3)
(1) Incorporated by reference to the Company's Registration Statement on Form
SB-2, Registration No. 333-31731, as amended.
(2) Incorporated by reference to the Company's Current Report on Form 8-K,
dated April 6, 1998, File No. 001-13467.
(3) Filed herewith.
14
<PAGE>
(b) Reports on Form 8-K.
During the fiscal quarter ended June 30, 1998, the Company filed two
Current Reports on Form 8-K. The first was dated April 6, 1998 and announced the
completion of the Company's IRB financing. The second was dated May 7, 1998 and
announced the appointment of former Virginia Governor George Allen to the
Company's Board of Directors.
15
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
COMMONWEALTH BIOTECHNOLOGIES, INC.
By: /s/ James H. Brennan
---------------------
James H. Brennan
Controller
August 14, 1998
16
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
3.1 Amended and Restated Articles of Incorporation (1)
3.2 Amended and Restated Bylaws (1)
4.1 Form of Common Stock Certificate (1)
4.2 Form of Underwriter's Warrant, as amended (1)
4.3 Form of Management Warrant, as amended (1)
4.4 Indenture of Trust by and between the Virginia Small
Business Financing Authority and Crestar Bank relating
to the issuance of industrial revenue bonds
for the benefit of the Company (2)
10.1 Placement Agreement by and between the Company and
Anderson & Strudwick, Incorporated (1)
10.2 Warrant Agreement between the Company and Anderson &
Strudwick, Incorporated (1)
10.3 Warrant Agreement between the Company and Richard J.
Freer, as amended (1)
10.4 Warrant Agreement between the Company and Thomas R.
Reynolds, as amended (1)
10.5 Warrant Agreement between the Company and Gregory A.
Buck, as amended (1)
10.6 Warrant Agreement between the Company and Robert B.
Harris, as amended (1)
10.7 Employment Agreement for Richard J. Freer (1)
10.8 Employment Agreement for Thomas R. Reynolds (1)
10.9 Employment Agreement for Gregory A. Buck (1)
10.10 Employment Agreement for Robert B. Harris (1)
10.11 Executive Severance Agreement for Richard J. Freer
(1)
10.12 Executive Severance Agreement for Thomas R. Reynolds
(1)
10.13 Executive Severance Agreement for Gregory A Buck (1)
10.14 Executive Severance Agreement for Robert B. Harris
(1)
10.15 1997 Stock Incentive Plan, as amended (1)
10.16 Form of Incentive Stock Option Agreement (1)
10.17 Loan Agreement by and between the Virginia Small
Business Financing Authority and the Company (2)
27.1 Financial Data Schedule (3)
(1) Incorporated by reference to the Company's Registration Statement on
Form SB-2, Registration No. 333-31731, as amended.
(2) Incorporated by reference to the Company's Current Report on Form 8-K,
dated April 6, 1998, File No. 001-13467.
(3) Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
FOR JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 4,738,959
<SECURITIES> 0
<RECEIVABLES> 168,555
<ALLOWANCES> 0
<INVENTORY> 26,598
<CURRENT-ASSETS> 4,995,887
<PP&E> 2,784,676
<DEPRECIATION> 427,009
<TOTAL-ASSETS> 10,940,757
<CURRENT-LIABILITIES> 536,185
<BONDS> 4,000,000
0
0
<COMMON> 760
<OTHER-SE> 6,403,812
<TOTAL-LIABILITY-AND-EQUITY> 10,940,757
<SALES> 874,953
<TOTAL-REVENUES> 874,953
<CGS> 0
<TOTAL-COSTS> 1,894,525
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (81,483)
<INCOME-PRETAX> (909,984)
<INCOME-TAX> 0
<INCOME-CONTINUING> (909,984)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (909,984)
<EPS-PRIMARY> (0.562)
<EPS-DILUTED> (0.562)
</TABLE>
