<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
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, 2000
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _______________
Commission File Number 0-26455
ADVANCED BUSINESS SCIENCES, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 87-0347787
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3345 No.107th STREET
OMAHA, NEBRASKA 68134
(402) 498-2734
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive office)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.
YES [X] NO [ ]
The number of issuer's shares outstanding as of June 30, 2000, was
15,055,208.
Transitional Small Business Disclosure Form (Check One): YES [ ] NO [X]
</Page>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Advanced Business Sciences, Inc.
(A Development Stage Company)
Financial Statements
June 30, 2000 (Unaudited)
</Page>
<PAGE>
/Letterhead/
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, Suite #300
Salt Lake City, Utah 84111
Darrell T. Schvaneveldt, C.P.A.
Board of Directors
Advanced Business Sciences, Inc.
(A Development Stage Company)
I have reviewed the accompanying balance sheets, of Advanced Business
Sciences, Inc., as of June 30, 2000, and for the six months period and the
three months period then ended. These financial statements are the
responsibility of the Company's management.
I conducted my review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, I do not express such an
opinion.
Based on my review, I am not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
/S/ Schvaneveldt
Salt Lake City, Utah 84111
July 27, 2000
</Page>
<PAGE>
Advanced Business Sciences, Inc.
(A Development Stage Company)
Balance Sheets
June 30, 2000 (Unaudited) and December 31, 1999
<TABLE>
<CAPTION>
(Unaudited)
June December
30, 2000 31, 1999
----------- -----------
<S> <C> <C>
Assets
Current Assets
--------------
Cash and Cash Equivalents $ 720 $ 7,843
Receivables
Trade Accounts 35,223 32,782
Employees -0- 21,778
Inventory 739,520 777,432
----------- -----------
Total Current Assets 775,463 839,835
Property and Equipment
----------------------
Furniture and Equipment 568,368 540,478
Leasehold Improvements 16,326 16,326
Leased Equipment 289,398 233,428
----------- -----------
Total Cost 874,092 790,232
Less Accumulated Depreciation and Amortization 571,045 463,518
----------- -----------
Net Book Value 303,047 326,714
----------- -----------
Other Assets
------------
Product Development 263,633 229,683
Rent and Utility Deposits 3,473 3,473
Patents 11,361 12,117
Advance to Comguard -0- 77,086
----------- -----------
Total Other Assets 278,467 322,359
----------- -----------
Total Assets $1,356,977 $1,488,908
=========== ===========
</TABLE>
See accountant's letter and accompanying notes
</Page>
<PAGE>
Advanced Business Sciences, Inc.
(A Development Stage Company)
Balance Sheets -Continued-
June 30, 2000 (Unaudited) and December 31, 1999
<TABLE>
<CAPTION>
(Unaudited)
June December
30, 2000 31, 1999
----------- -----------
<S> <C> <C>
Liabilities & Stockholders' Equity
Current Liabilities
-------------------
Cash in Bank Overdraft $ 21,205 $ 18,352
Accounts Payable 580,612 589,958
Payroll Taxes Accrued & Withheld 46,294 52,794
Accrued Interest 139,330 93,496
Accrued Wages 28,026 33,570
Settlement Costs -0- 12,500
Note Payable Short Term Debt 6,229,509 5,158,206
Current Portion of Long-Term Debt 26,251 26,251
----------- -----------
Total Current Liabilities 7,071,227 5,985,127
----------- -----------
Long-Term Liabilities
---------------------
Long-Term Debt, Less Current Portion 87,199 103,636
----------- -----------
Total Liabilities 7,158,426 6,088,763
Commitments and Contingency
Stockholders' Equity (Deficit)
------------------------------
Preferred Stock 1,000,000 Shares Authorized
at $.01 Par Value; 1,000 Shares Issued
& Outstanding -0- 10
Common Stock 50,000,000 Shares Authorized at
$.001 Par Value; 14,075,625 & 13,508,958
Shares Issued & Outstanding Respectively
Retroactively Restated 14,076 13,510
Paid-In Capital 8,948,567 8,948,027
Paid-In Capital Unexpired Options 281,902 30,640
Deficit Accumulated During the Development
Stage (15,045,994) (13,592,042)
----------- -----------
Total Stockholders' Equity (Deficit) (5,801,449) (4,599,855)
----------- -----------
Total Liabilities and Stockholders'
Equity (Deficit) $1,356,977 $1,488,908
=========== ===========
</TABLE>
See accountant's letter and accompanying notes
</Page>
<PAGE>
Advanced Business Sciences, Inc.
(A Development Stage Company)
Statements of Operations (Unaudited)
For the Three Months Period April 1, 2000 to June 30, 2000
and the Three Months Period April 1, 1999 to June 30, 1999
For the Six Months Period January 1, 2000 to June 30, 2000
and the Six Months Period January 1, 1999 to June 30, 1999
<TABLE>
<CAPTION>
For the Three For the Six
Months Period Months Period
June June June June
30, 2000 30, 1999 30, 2000 30, 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 49,686 $ 42,088 $ 111,600 $ 90,957
--------
Cost of Sales 14,672 26,435 34,066 64,559
------------- ------------ ------------ ------------ ------------
Gross Profit 35,014 15,653 77,534 26,398
Expenses
--------
Research & Development 52,039 350,805 104,275 383,989
Sales & Marketing 31,655 81,227 89,801 208,353
General & Administrative 649,129 609,826 1,064,308 1,148,517
------------ ------------ ------------ ------------
Total Expenses 732,823 1,041,858 1,258,384 1,740,859
------------ ------------ ------------ ------------
Loss from Operations ( 697,809) (1,026,205) ( 1,180,850) (1,714,461)
Other Income (Expenses)
-----------------------
Other Income -0- -0- 93 -0-
Interest Expense ( 182,735) ( 72,952) ( 273,195) ( 126,858)
------------ ------------ ------------ ------------
Total Other Income
(Expenses) ( 182,735) ( 72,952) ( 273,102) ( 126,858)
------------ ------------ ----------- ------------
Loss Before Provision for
Income Taxes ( 880,544) (1,099,157) (1,453,952) (1,841,319)
Provision for Income Taxes -0- -0- -0- -0-
------------ ------------ ------------ ------------
Net Loss ($ 880,554) ($1,099,157) ($1,453,952) ($1,841,319)
============ ============ ============ ============
Basic Loss Per Share ($ 0.05) ($ 0.08) ($ 0.11) ($ 0.14)
Diluted Loss Per Share ($ 0.05) ($ 0.08) ($ 0.11) ($ 0.14)
Weighted Average Shares
Outstanding 13,543,958 13,212,231 13,543,958 13,488,968
</TABLE>
See accountant's letter and accompanying notes
</Page>
<PAGE>
Advanced Business Sciences, Inc.
(A Development Stage Company)
Statements of Cash Flows (Unaudited)
For the Six Months Period January 1, 2000 to June 30, 2000
and the Six Months Period January 1, 1999 to June 30, 1999
<TABLE>
<CAPTION>
For the Six Months
Periods Ended
June June
30, 2000 30, 1999
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities
------------------------------------
Net Loss ($1,453,952) ($1,841,319)
Adjustments to Reconcile Net Loss to Net Cash;
Depreciation & Amortization 108,283 153,731
Expenses Paid by Issuance of Stock in Lieu of
Cash 31,095 65,200
Issuance of Warrants 251,262 -0-
Changes in Operating Assets & Liabilities;
(Increase) Decrease in Trade Accounts
Receivable ( 2,441) ( 26,513)
(Increase) Decrease in Employee Receivables 31,778 10,442
(Increase) Decrease in Inventory 37,912 ( 109,045)
(Increase) Decrease in Prepaid Expenses -0- ( 130,465)
Increase (Decrease) in Accounts Payable ( 9,346) ( 144,465)
Increase (Decrease) in Payroll Taxes Accrued ( 6,500) ( 162,614)
Increase (Decrease) in Accrued Interest 45,834 2,693
Increase (Decrease) in Accrued Wages ( 5,544) ( 15,200)
Increase (Decrease) in Settlement Costs ( 12,500) -0-
------------ ------------
Net Cash Used in Operating Activities ( 994,119) ( 2,197,555)
Cash Flows from Investing Activities
------------------------------------
Purchase of Property & Equipment ( 83,860) ( 37,558)
Funds (Advanced) Received Comguard 77,086 ( 19,642)
Increase in Product Development ( 33,950) -0-
Increase (Decrease) in Rent & Utility Deposits -0- 600
------------ ------------
Net Cash Used in Investing Activities ( 40,724) ( 56,600)
</TABLE>
See accountant's letter and accompanying notes
</Page>
<PAGE>
Advanced Business Sciences, Inc.
(A Development Stage Company)
Statements of Cash Flows -Continued- (Unaudited)
For the Six Months Period January 1, 2000 to June 30, 2000
and the Six Months Period January 1, 1999 to June 30, 1999
<TABLE>
<CAPTION>
For the Six Months
Periods Ended
June June
30, 2000 30, 1999
------------ ------------
<S> <C> <C>
Cash Flows from Financing Activities
------------------------------------
Increase (Decrease) in Notes Payable 1,041,304 1,547,008
Proceeds from Long-Term Debt -0- -0-
Repayment of Long-Term Debt ( 16,437) ( 12,705)
Increase (Decrease) in Banks Overdraft 2,853 ( 206,230)
(Increase) Decrease in Notes Receivable
Stockholders -0- 599,452
------------ ------------
Net Cash Provided by Financing Activities 1,027,720 1,927,525
------------ ------------
Increase (Decrease) in Cash &
Cash Equivalents ( 7,123) ( 326,630)
Cash & Cash Equivalents,
Beginning of Period 7,843 377,592
------------ ------------
Cash & Cash Equivalents, End of Period $ 720 $ 50,962
============ ============
Disclosures from Operating Activities
-------------------------------------
Interest $ 273,195 $ 126,858
Taxes -0- -0-
</TABLE>
See accountant's letter and accompanying notes
</Page>
<PAGE> Advanced Business Sciences, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 - General
-----------------
The condensed consolidated balance sheet of Advanced Business Sciences,
Inc. ("ABS" or the "Company") at December 31, 1999 has been taken from
audited consolidated financial statements at that date and condensed. The
condensed consolidated financial statements for the six months ended and
the three months ended June 30, 2000 and for the six months and the three
months ended June 30, 1999 are unaudited and reflect all normal and
recurring accruals and adjustments which are, in the opinion of management,
necessary for a fair presentation of the financial position, operating
results and cash flows for the interim periods presented in this quarterly
report. The condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto,
together with management's discussion and analysis of financial condition
and results of operations, contained in the Company's Annual Report on Form
10-KSB for the year ended December 31, 1999. The results of operations and
cash flows for the three months ended March 31, 2000 are not necessarily
indicative of the results for the entire fiscal year ending December 31,
2000. Where appropriate, items within the condensed consolidated financial
statements have been reclassified from the previous periods' presentation.
NOTE #2 - Organization and Consolidation
----------------------------------------
The Company is a development stage company. The Company develops,
produces, markets and supports a broad product line of solutions relating
to the wireless electronic tracking, monitoring and reporting of
individuals and things. ABS products are designed to enhance productivity,
reduce costs, and improve overall response using on-line access to
information previously maintained on a variety of media. Today, the
Company primarily markets to the criminal justice application for house
arrest and continuous electronic monitoring. ABS provides individual
monitoring within eleven (11) states: Arizona, Minnesota, Louisiana, New
Jersey, Ohio Texas, Virginia, Colorada, South Carolina, New York and
Kansas.
The Company was incorporated under the laws of the State of Colorado on
June 13, 1983 under the name "Sage Institute International, Inc." A
Delaware corporation under the name "Sage Analytics International, Inc."
was incorporated on July 17, 1986; and, on September 2, 1986, the Company
was reincorporated as a Delaware corporation by merging the Colorado
corporation with and into the Delaware corporation.
On December 17, 1997, the shareholders of Advanced Business Sciences, Inc.,
a Nebraska corporation, concluded a share exchange with the Company (the
"Share Exchange") whereupon the Nebraska corporation became the wholly-
owned subsidiary of the Company and control of the Company was transferred
to the former shareholders of the Nebraska corporation. See "Security
Ownership of Certain Beneficial Owners and Management," "Directors,
Executive Officers, Promoters and Control Persons," and "Recent Sales of
Unregistered Securities." The Company changed its name to Advanced
Business Sciences, Inc. on December 18, 1997.
8
</Page>
<PAGE> Advanced Business Sciences, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #2 - Organization and Consolidation - Continued-
-----------------------------------------------------
On September 28, 1998, the Company concluded a share exchange with Comguard
Leasing and Financial, Inc., an Illinois corporation ("Comguard Leasing"),
and its shareholders (the "Comguard Acquisition"). Comguard Leasing,
through its subsidiary, Comguard, Inc., provides house arrest monitoring
services principally to the State of Illinois. When the Company came under
new management, it was determined that Comguard Leasing was not consistent
with the Company's long-term strategic goals. The Company's management
therefore determined that the Company should divest its holdings in
Comguard Leasing. With the agreement of the former shareholders of
Comguard Leasing, the Comguard Acquisition was rescinded effective June 1,
1999.
NOTE #3 - Property and Equipment and Depreciation Expenses
----------------------------------------------------------
The following is a summary of property and equipment and depreciation
expenses at June 30, 2000 and December 31, 1999:
<TABLE><CAPTION>
June December
30, 2000 31, 1999
---------- ----------
<S> <C> <C>
Furniture & Equipment $ 568,368 $ 540,478
Leasehold Improvements 16,326 16,326
Leased Equipment 289,398 233,428
---------- ----------
Total Cost 874,092 790,232
Less Accumulated Depreciation 571,045 463,518
---------- ----------
Net Book Value $ 303,067 $ 326,714
========== ==========
Depreciation and Amortization Expenses $ 108,283 $ 352,835
</TABLE>
NOTE #4 - Commitments and Contingencies
---------------------------------------
The Company's subsidiary, ABS Nebraska, is a defendant in an action pending
in Montana Eighteenth Judicial District Court, Gallatin County, captioned
Applied Technologies, Inc. v. Advanced Business Sciences, Inc., et al., No.
98-285. This action was initially filed on September 11, 1998. The
Amended Complaint alleges that ABS Nebraska is in breach of contract under
which the Plaintiff, Applied Technologies, Inc., was to produce prototype
and production parolee tracking devices. The Amended Complaint alleges
that the Company is in breach of contract for failure to make payments
thereunder. The plaintiff prays for an unspecified amount of compensatory
and consequential damages. The plaintiff also seeks attorney's fees and
such other relief, as the court may deem equitable and proper. ABS
Nebraska has denied the allegations, has raised certain affirmative
defenses and has brought a counterclaim alleging, among other things, that
the Plaintiff failed to deliver in a timely manner all documents schematic
drawings, mechanical drawings, computer disks of designs, vendors lists
with part numbers and art work. On December 3, 1999, the parties entered
into a stipulation for settlement. Under the terms of this settlement, the
defendant agreed to pay the sum of $25,000 payable in two equal
installments due on December 10, 1999, and May 10, 2000, respectively. The
Company made both payments as scheduled to the Plaintiff and the plaintiff
caused the action to be dismissed with prejudice and released the defendant of
all claims.
</Page>
<PAGE>
Advanced Business Sciences, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #4 - Commitments and Contingencies -Continued-
---------------------------------------------------
On February 1, 1998, the Company issued 1,250,000 units having an aggregate
purchase price of $2,500,000. A unit consisted on one Common Share and a
warrant to purchase one Common Share at an exercise price of (1) $3.00 per
share during the first year, (2) $4.00 per share during the second year
and (3) $5.00 per share during the third year. The warrants expire
February 1, 2001. All but sixteen investors in this offering were
accredited investors. The Company's management believes that this
transaction was in substantial compliance with Rule 506 under the
Securities Act; however, the Company may have a contingent liability for an
undetermined amount.
NOTE #5 - Going Concern
-----------------------
The accompanying financial statements of Advanced Business Sciences, Inc.,
have been prepared on a going-concern basis, which contemplates profitable
operations and the satisfaction of liabilities in the normal course of
business. There are uncertainties that raise substantial doubt about the
ability of the Company to continue as a going concern. As shown in the
statements of operations, the Company has not yet achieved profitable
operations. As of June 30, 2000, the Company has insufficient working
capital. These items raise substantial doubt about the ability of the
Company to continue as a going concern.
Management presently believes that the Company is in the final development
stage of its electronic tracking and monitoring devices and the delivery of
services relating to these devices. Although there has been substantial
progress in the development of this technology, the Company does not have
any significant sales and there can be no assurance that the Company will
have any significant sales.
Management plans to continue financing development of the Company's
technology through the plan described herein.
The Company's continuation as a going concern is dependent upon its ability
to satisfactorily meet its debt obligations, meet its product development
goals, secure new financing and generate sufficient cash flows from
operations. The financial statements do not include any adjustments that
might result from outcome of these uncertainties.
NOTE #6 - Current Stockholders' Equity Transactions
---------------------------------------------------
On May 12, 2000, the Company issued 450,000 shares of its common stock to a
financial consulting firm for services valued at $31,095.
During the quarter ended June 30, 2000, the Company issued 5,233,516
warrants to purchase 5,233,516 of its common stock. The warrants have
$251,262 cost to the Company.
10
</Page>
<PAGE>
Advanced Business Sciences, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE 7 - Subsequent Events
--------------------------
The Company resolved that Mary Collison and DR. Martin Halbur were elected
to serve as Board members on the Board of Directors effective June 30,
2000.
The Company announces that Kenneth A. Macke, retired Chairman and CEO of
Dayton Hudson Corp., will serve as an Advisor to the Board of Directors.
Ken will be compensated at a per meeting rate equivalent to $150,000 for 18
months divided by the actual number of board meetings scheduled in that 18
month period. Ken will be paid that rate for actual meetings attended.
The Company also resolved that the members of the Board of Directors be
compensated at a per meeting rate of $1,000 only for meeting actually
attended.
</Page>
<PAGE>
ADVANCED BUSINESS SCIENCES, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(in thousands, except share and per share data)
1. GENERAL
The condensed consolidated balance sheet of Advanced Business Sciences,
Inc. ("ABS" or the "Company") at December 31, 1999 has been taken from
audited consolidated financial statements at that date and condensed. The
condensed consolidated financial statements for the three and six months
ended June 30, 2000 and for the three and six months ended June 30, 1999
are unaudited and reflect all normal and recurring accruals and adjustments
which are, in the opinion of management, necessary for a fair presentation
of the financial position, operating results and cash flows for the interim
periods presented in this quarterly report. The condensed consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto, together with management's
discussion and analysis of financial condition and results of operations,
contained in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1999. The results of operations and cash flows for the six
months ended June 30, 2000 are not necessarily indicative of the results
for the entire fiscal year ending December 31, 2000. Where appropriate,
items within the condensed consolidated financial statements have been
reclassified from the previous periods' presentation.
2. ORGANIZATION AND CONSOLIDATION
The Company is a development stage company. The Company develops,
produces, markets and supports a broad product line of solutions relating
to the wireless electronic tracking, monitoring and reporting of
individuals and things. ABS products are designed to enhance productivity,
reduce costs, and improve overall response using on-line access to
information previously maintained on a variety of media. Today, the
Company primarily markets to the criminal justice application for house
arrest and continuous electronic monitoring. ABS provides individual
monitoring within eleven (11) states: Arizona, Minnesota, Louisiana, New
Jersey, Ohio, Texas, Virginia, Colorado, South Carolina, New York, and
Kansas.
The Company was incorporated under the laws of the State of Colorado on
June 13, 1983 under the name "Sage Institute International, Inc." A
Delaware corporation under the name "Sage Analytics International, Inc."
was incorporated on July 17, 1986; and, on September 2, 1986, the Company
was reincorporated as a Delaware corporation by merging the Colorado
corporation with and into the Delaware corporation.
On December 17, 1997, the shareholders of Advanced Business Sciences, Inc.,
a Nebraska corporation, concluded a share exchange with the Company (the
"Share Exchange") whereupon the Nebraska corporation became the wholly-
owned subsidiary of the Company and control of the Company was transferred
to the former shareholders of the Nebraska corporation. See "Security
Ownership of Certain Beneficial Owners and Management," "Directors,
Executive Officers, Promoters and Control Persons," and "Recent Sales of
Unregistered Securities." The Company changed its name to Advanced
Business Sciences, Inc. on December 18, 1997.
</Page>
<PAGE>
On September 28, 1998, the Company concluded a share exchange with Comguard
Leasing and Financial, Inc., an Illinois corporation ("Comguard Leasing"),
and its shareholders (the "Comguard Acquisition"). Comguard Leasing,
through its subsidiary, Comguard, Inc., provides house arrest monitoring
services principally to the State of Illinois. When the Company came under
new management, it was determined that Comguard Leasing was not consistent
with the Company's long-term strategic goals. The Company's management
therefore determined that the Company should divest its holdings in
Comguard Leasing. With the agreement of the former shareholders of
Comguard Leasing, the Comguard Acquisition was rescinded effective June 1,
1999.
3. PROPERTY AND EQUIPMENT AND DEPRECIATION EXPENSES
The following is a summary of property and equipment and depreciation
expenses at June 30, 2000 and December 31, 1999:
<TABLE><CAPTION>
June December
30, 2000 31, 1999
---------- ----------
<S> <C> <C>
Furniture & Equipment $ 568,368 $ 540,478
Leasehold Improvements 16,326 16,326
Leased Equipment 289,398 233,428
---------- ----------
Total Cost 874,092 790,232
Less Accumulated Depreciation 571,045 463,518
---------- ----------
Net Book Value $ 303,067 $ 326,714
========== ==========
Depreciation and Amortization Expenses $ 108,283 $ 352,835
</TABLE>
4. COMMITMENTS AND CONTINGENCIES
On February 1, 1998, the Company issued 1,250,000 units having an aggregate
purchase price of $2,500,000. A unit consisted on one Common Share and a
warrant to purchase one Common Share at an exercise price of (1) $3.00 per
share during the first year, (2) $4.00 per share during the second year
and (3) $5.00 per share during the third year. The warrants expire
February 1, 2001. All but sixteen investors in this offering were
accredited investors. The Company's management believes that this
transaction was in substantial compliance with Rule 506 under the
Securities Act; however, the Company may have a contingent liability for an
undetermined amount.
5. GOING CONCERN
The accompanying financial statements of Advanced Business Sciences, Inc.,
have been prepared on a going-concern basis, which contemplates profitable
operations and the satisfaction of liabilities in the normal course of
business. There are uncertainties that raise substantial doubt about the
ability of the Company to continue as a going concern. As shown in the
statements of operations, the Company has not yet achieved profitable
operations. As of June 30, 2000, the Company has insufficient working
capital. These items raise substantial doubt about the ability of the
Company to continue as a going concern.
</Page>
<PAGE>
Management presently believes that the Company is in the final development
stage of its electronic tracking and monitoring devices and the delivery of
services relating to these devices. Although there has been substantial
progress in the development of this technology, the Company does not have
any significant sales and there can be no assurance that the Company will
have any significant sales.
Management plans to continue financing development of the Company's
technology through the plan described herein.
The Company's continuation as a going concern is dependent upon its ability
to satisfactorily meet its debt obligations, meet its product development
goals, secure new financing and generate sufficient cash flows from
operations. The financial statements do not include any adjustments that
might result from outcome of these uncertainties.
6. CURRENT STOCKHOLDERS' EQUITY TRANSACTIONS
On May 12, 2000, the Company issued 450,000 shares of its common stock to a
financial consulting firm for services valued at $31,095.
During the quarter ended June 30, 2000, the Company issued 5,233,516
warrants to purchase 5,233,516 shares of its common stock. The warrants
have $251,262 cost to the Company.
7. SUBSEQUENT EVENTS
The Company announced that John Gaukel has assumed the role of President
and Chief Executive Officer of the Company. Mr. Gaukel is one of the
original founders of the Company, and is the author of the patent for ABS
GPS based products and several pending patents. He has been instrumental
in developing the product from original prototype through its new small
lightweight 2010 GPS personal tracking product. Mr. Gaukel assumes the
position of President and CEO as a result of the resignation of Jim Stark
as President.
The Company also announced that Roger Kanne, a current member of the Board
of Directors, has been elected to be Secretary and Chief Financial Officer
of ABS. Mr. Kanne assumes the position of CFO as a result of the
resignation of Jim Stark as Chief Financial Officer.
The Company resolved that Mary Collison and Dr. Martin Halbur were elected
to serve as Board members on the Board of Directors effective June 30,
2000.
The Company announced that Kenneth A. Macke, retired Chairman and CEO of
Dayton Hudson Corp., will serve as an Advisor to the Board of Directors.
Ken will be compensated at a per meeting rate equivalent to $150,000 for 18
months divided by the actual number of board meetings scheduled in that 18
month period. Ken will be paid that rate for actual meetings attended.
The Company also resolved that the members of the Board of Directors be
compensated at a per meeting rate of $1000 only for meetings actually
attended.
8. CONCURRENT EVENTS
The Company announced that it was awarded patent 6,072,396 that was issued
6/6/2000. The patent covers the Company's proprietary GPS based tracking
product. The patent was written broadly enough to allow ABS to
aggressively protect its position in the criminal justice market, as well
as cover AVL, asset, and other tracking markets.
</Page>
<PAGE>
9. FINANCIAL STATEMENTS SINCE INCEPTION
Below are ABS's condensed consolidated statement of operations from
inception through June 30, 2000.
Statement of Operations
<TABLE>
<CAPTION>
Inception to
June 30, 2000
--------------
<S> <C>
Revenues $ 414,167
Cost of Sales 284,831
Gross Profit (Loss) 129,336
Expenses
Research and Development 2,584,917
Sales and Marketing 1,472,142
General and Administrative 10,269,518
Total Expenses 14,326,577
Loss from Operations (14,197,241)
Other Income and Expense
Interest Income 58,544
Other Income 84,538
Loss on Sales of Property and Equipment (18,946)
Interest Expense (1,073,844)
Asset Abandonment (97,149)
Total Other Income and Expense (1,046,856)
Net Loss Before Income Taxes (15,244,097)
Extraordinary Item
Gain from Extinguishment of Debt 569,901
Provision for Income Taxes -
Net Loss ($14,674,196)
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ABS is a developmental stage company. As such, the financial results of
operations reflect the primary activities of the Company directed toward
development and testing of its GPS products, principally for offender
monitoring in the criminal justice marketplace. The following table sets
forth the number of tracking units monitored or leased for the period
indicated. The Company monitored and leased 523 units in the second
quarter of 2000. The remainder of 71 units in the second quarter of 2000
were monitored units only.
Year 2nd Quarter Year-to-date
-----------------------------------------------------
1999 557 1,309
2000 594 1,221
The following table sets forth certain consolidated statements of
operations (in thousands) information as a percentage of revenues during
the periods indicated:
</Page>
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
June 30, June 30,
2000 1999
<S> <C> <C> <C> <C>
Revenues $49,686 100.0% $42,088 100.0%
Cost of Sales 14,672 29.5% 26,435 62.8%
Gross Profit (Loss) 35,014 70.5% 15,653 37.2%
Expenses
Research and Development 52,039 104.7% 350,805 833.5%
Sales and Marketing 31,655 63.7% 81,227 193.0%
General and Administrative 649,129 1306.5% 609,826 1448.9%
Total Expenses 732,823 1474.9% 1,041,858 2475.4%
Loss from Operation (697,809) -1404.4% (1,026,205) -2438.2%
Other Income and Expense
Other Income 0 0.0% - 0.0%
Loss on Sales of Property
and Equipment - 0.0% - 0.0%
Interest Expense (182,735) -367.8% (72,952) -173.3%
Total Other Income and
Expense (182,735) -367.8% (72,952) -173.3%
Net Loss Before Income
Taxes (880,544) -1772.2% (1,099,157) -2611.6%
Provision for Income Taxes - 0.0% - 0.0%
Net Loss ($880,544) -1772.2% ($1,099,157) -2611.6%
<CAPTION>
SIX MONTHS ENDED
June 30, June 30,
2000 1999
Revenues $111,600 100.0% $90,957 100.0%
Cost of Sales 34,066 30.5% 64,559 71.0%
Gross Profit (Loss) 77,534 69.5% 26,398 29.0%
Expenses
Research and Development 104,275 93.4% 383,989 422.2%
Sales and Marketing 89,801 80.5% 208,353 229.1%
General and Administrative 1,064,308 953.7% 1,148,517 1262.7%
Total Expenses 1,258,384 1127.6% 1,740,859 1913.9%
Loss from Operation (1,180,850) -1058.1% (1,714,461) -1884.9%
Other Income and Expense
Other Income 93 0.1% - 0.0%
Loss on Sales of Property
and Equipment - 0.0% - 0.0%
Interest Expense (273,195) -244.8% (126,858) -139.5%
Total Other Income and
Expense (273,102) -244.7% (126,858) -139.5%
Net Loss Before Income
Taxes (1,453,952) -1302.8% (1,841,319) -2024.4%
Provision for Income Taxes - 0.0% - 0.0%
Net Loss ($1,453,952) -1302.8% ($1,841,319) -2024.4%
</TABLE>
</Page>
<PAGE>
Discussions of certain matters contained in this Quarterly Report on Form
10-Q may constitute forward-looking statements under Section 27A of the
Securities Act of 1933, as amended (the "Securities Act"), and Section 21E
of the Securities Exchange Act of 1934, as amended, (the "Exchange Act").
These statements may involve risks and uncertainties. These forward-looking
statements relate to, among other things, the Company's ability to secure
financing, the results of the Company's product development efforts, future
sales levels, the Company's future financial condition, liquidity and
business prospects generally, perceived opportunities in the marketplace
for the Company's products and its products under development and the
Company's other business plans for the future. The actual outcomes of these
matters may differ significantly from the outcomes expressed or implied in
these forward-looking statements and other risks detailed in "ITEM 1.
Description of Business contained in the Company's Form 10-KSB filed with
the SEC March 31, 2000.
The following discussion is intended to provide a better understanding of
the significant changes in trends relating to the Company's financial
condition and results of operations. Management's Discussion and Analysis
should be read in conjunction with the accompanying Consolidated Financial
Statements and Notes thereto.
Revenues
--------
The Company derives revenue from sale of products, billable services for
monitoring, software license fees, equipment and software leasing, and
charges for maintenance and repair of equipment. For the three and six
months ended June 30, 2000, Revenues increased 18% to $49,686 for the
second quarter of 2000 and 23% to $111,600 during the first six months of
2000, compared to $42,088 and $90,957 during the same periods in 1999. The
reason for the increases in both comparable periods is more units being
monitored and leased in the three months ended June 30, 2000 (523 units)
than those units just being monitored (71 units), as compared to the same
period in 1999 (180 and 377 units respectively.) And also more units being
monitored and leased in for the first six months of 2000 (991 units) than
those units just being monitored (230 units), as compared to the same
period in 1999 (370 and 939 units respectively).
Cost of Sales
-------------
Cost of Sales represents the direct costs associated with the generation of
revenue, and includes cost of goods for products which are sold, direct
costs of distribution of software and equipment, maintenance expenses on
equipment repaired under service agreements, and the direct variable
communications expenses associated with the monitoring services provided by
the Company. For the three and six months ended June 30, 2000, Cost of
Sales decreased 44% to $14,672 for the second quarter of 2000 and 47% to
$34,066 for the first six months of 2000, compared to $26,435 and $64,559
respectively during the same periods in 1999. The primary reason for the
lower cost of sales was increased utilization of the Company assets in
service.
Gross Profit
------------
For the three and six months ended June 30, 2000, Gross Profit for the
Company was $35,014 and $77,534 compared to a Gross Profit of $15,653 and
$26,398 for the comparable periods of 1999. The reasons for this increase
were higher revenues and proportionately lower Cost of Sales in the 1999
periods, as discussed above.
</Page>
<PAGE>
Research and Development
------------------------
Research and Development expenses are the direct costs associated with the
Company's development of its proprietary products. Expenses in this
category include the cost of outside contracted engineering and design,
staffing expenses for the Company's own engineers and software developers,
and the actual costs of components, prototypes, and testing equipment and
services used in the product development functions. The Research and
development expenses decreased to $52,035 and $104,275 for the three and
six months ended June 30, 2000, down from $350,805 and $383,989 for the
same periods in 1999. The primary reason for this decrease was the
temporary delay of development of its Series 2000 product due to the
Company's need for additional operating capital.
Sales and Marketing
-------------------
Sales and Marketing expenses represent the costs of the Company's sales and
marketing staff, travel and related expenses associated with sales to the
Company's customers and prospects, the costs of advertising in magazines
and periodicals, attendance at trade shows, and production of marketing and
related collateral material. Sales and Marketing expenses were $31,655 and
$89,801 for the three and six months ending June 30, 2000 compared to
$81,227 and $208,353 for the comparable periods in 1999. The decrease is
the result of less advertising and trade show expenses, as well as a
decrease in Sales and Marketing staff incurred in the first two quarters of
2000 when compared to the first two quarters of 1999.
General and Administrative
--------------------------
General and Administrative expenses are all the indirect and overhead
expenses associated with the operations of the Company, outside of those
expenses described above. These expenses include executive, administrative
and accounting staff payroll, taxes and benefits, rent on property, all
travel not included in the Sales and Marketing expense, fixed telephone
expenses, office leases and supplies, and recruiting and training expense.
For the three months ended June 30, 2000, General and Administrative
expense increased $39,303 to $649,129, from $609,826 in the comparable
period of 1999. The main reason for the increase was due to an increase in
warrant option expense. For the six months ended June 30, 2000, General and
Administrative expense decreased $84,209 to $1,064,308 from $1,148,517 in
the same period of 1999. The primary reasons for the decrease were
decreases in outside services, travel, executive staff, and communications
expenses.
Profit (loss) from Operations
-----------------------------
For the three months ended June 30, 2000, Loss from Operations was
$(697,809), compared to $(1,026,205) for the same period in 1999. The
reason for this decrease was lower expenses in the period, as explained
above, offset by higher gross profits. For the six months ended June 30,
2000, Loss from Operations was $(1,180,850), compared to $(1,714,461) for
the same period in 1999. The reason for the six month decrease is the same
as the three month decrease listed above.
</Page>
<PAGE>
Loss on Sale of Property and Equipment
--------------------------------------
For the three and six months ended June 30, 2000, the Company has no sales
of property or equipment, as was the case for the three and six months
ending June 30, 1999.
Interest Expense
----------------
For the three months ended June 30, 2000, Interest expense increased
$109,783 to $182,735, compared to Interest expense of $72,952 in the
comparable period of 1999. This interest expense increase was due to
larger outstanding balances in Company borrowings in 2000 over 1999. For
the six months ended June 30, 2000, Interest expense increased $146,337 to
$273,195, compared to Interest expense of $126,858 in the comparable period
of 1999. The reason for the six month increase is also larger outstanding
balances in Company borrowings in 2000 over 1999.
Net Loss
--------
For the three months ended June 30, 2000, the Company had a Net Loss of
$880,554 or $.05 per share, compared to a Net Loss of $1,099,157 or $.08
per share, in the comparable period of 1999, for the reasons described
above. For the six months ended June 30, 2000, the Company had a Net Loss
of $1,453,952 or $.11 per share, compared to a Net Loss of $1,841,319 or
$.14 per share, in the comparable period of 1999, also for the reasons
described above.
Liquidity and Capital Resources
-------------------------------
For the six months ended June 30, 2000, the Company used $(994,119) of cash
in operating activities and another $(40,724) in investing activities. It
generated $1,027,720 in cash from financing activities. The total of all
cash flow activities resulted in a decrease in the balance of cash and cash
equivalents for the six month period of $(7,123). For the same period of
1999, the Company used $(2,197,555) of cash in operating activities and
another $(56,600) in investing activities. It generated $1,927,525 in cash
from financing activities. The total of all cash flow activities resulted
in a decrease in the balance of cash and cash equivalents of $(326,630).
As of June 30, 2000, the Company had the following borrowing facilities in
place:
The Company has borrowed the principal sum of $750,000 from U.S. Bank N.A.
of Omaha, Nebraska. The Company shall repay this loan in 35 regular
monthly payments of $16,557.31 each and one irregular last payment
estimated at $369,376.16 beginning on July 15, 2000. The interest rate is
a variable rate based on the U.S. Bank National Association Reference Rate
(the "Index Rate") plus two (2) percent. As of June 15, 2000, the Index
Rate was currently nine and one-half (9.50) percent. This loan is secured
by a security interest in the Company's tangible and intangible assets.
The Company has borrowed the principal sum of $999,767.13 from Commercial
Savings Bank of Carroll, Iowa. The loan is due on October 5, 1999, together
with accrued interest. The interest rate is nine (9.00)% per annum. This
loan is secured by a security interest in the Company's tangible and
intangible assets. The Company renewed this note until October 5, 2000.
</Page>
<PAGE>
The Company has borrowed the principal sum of $499,021 from each of James
Pietig, a director of the Company, and Mary Collison, a stockholder of the
Company.
The Company has borrowed the principal sum of $1,000,000 from United Bank
of Iowa of Carroll, Iowa. The loan had an original maturity date of
December 30, 1999 and has been extended until April 15, 2000. The interest
rate is nine and one-half (9.50)% per annum. This loan was extended until
August 1, 2000. On August 2, 2000 this loan was extended again until
November 20, 2000.
The Company has borrowed the principal sum of $500,000 from Templeton
Savings Bank of Templeton, Iowa. The loan is due June 14, 2000 and carries
an interest rate of nine- (9.00)% per annum. As of June 30, 2000, the
Company was in process of renegotiating this note.
The Company is a development stage business and has not yet achieved
profitable operations. The Company lacks sufficient operating capital, and
intends to fund its ongoing development and operations through a
combination of additional equity capital and further borrowings. As of
June 30, 2000, the Company did not have commitments for either debt or
share purchases to meet its planned 2000 operating capital requirements.
PART II. OTHER INFORMATION
--------------------------
ITEM 1. LEGAL PROCEEDINGS
--------------------------
There is no outstanding pending litigation against the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
(A) EXHIBITS
27 - Financial Data Schedule
REPORTS ON FORM 8-K
The registrant filed a Form 8-K during the quarter ended June 30,
2000. The Company announced that John Gaukel assumed the role of President
and Chief Executive Officer after the resignation of Jim Stark. The
Company also announced it was awarded Patent no. 6,072,396.
Items 2, 3, 4 and 5 are not applicable and have been omitted.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
ADVANCED BUSINESS SCIENCES, INC.
Date: August 10, 2000 By:/S/ John Gaukel
John Gaukel
President and Chief Executive Officer
