MOLECULAR BIOSYSTEMS INC
10-Q, 1995-11-14
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                                   Form 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark One)

        [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1995

                                       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 0-12648


                           MOLECULAR BIOSYSTEMS, INC.
             (Exact name of registrant as specified in its charter)


       Delaware                                                36-3078632
(State of Incorporation)                             (I.R.S. Identification No.)


                            10030 Barnes Canyon Road
                          San Diego, California 92121
                                 (619) 452-0681
              (Address, including zip code, and telephone number,
              including area code, of principal executive offices)


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.

      X Yes                                                           No
     ---                                                           --- 

The number of shares  outstanding of the issuer's common stock,  $.01 par value,
as of November 13, 1995 was 13,290,736 shares.


<PAGE>


                      INDEX                                               PAGE


PART I - FINANCIAL INFORMATION

         Item 1 - Financial Statements

         1.  Consolidated Balance Sheets                                    3

             September 30, 1995
             March 31, 1995

         2.  Consolidated Statements of Operations                          5

             Three Months Ended September 30, 1995 and 1994
             Six Months Ended September 30, 1995 and 1994

         3.  Consolidated Statements of Cash Flows                          6

             Six Months Ended September 30, 1995 and 1994

         4.  Notes to Financial Statements                                  7

        Item 2 - Management's Discussion and Analysis of
        Financial Condition and Results of Operations                       8


PART II -OTHER INFORMATION

         Item 1 - Legal Proceedings                                        12

         Item 2 - Changes in Securities                                    12

         Item 3 - Defaults Upon Senior Securities                          12

         Item 4 - Submission of Matters to a Vote of Securities Holders    12

         Item 5 - Other Information                                        12

         Item 6 - Exhibits and Reports on Form 8-K                         12

                  (a)Exhibits
                  (b)Reports on Form 8-K

Signatures                                                                 13


<PAGE>


                  MOLECULAR BIOSYSTEMS, INC. AND SUBSIDIARIES


                          CONSOLIDATED BALANCE SHEETS


                                     ASSETS

                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                              September 30, 
                                                                                  1995             March 31,
                                                                               (Unaudited)            1995
<S>                                                                             <C>                <C>     
CURRENT ASSETS:
     Cash and cash equivalents                                                  $   14,225         $   3,882
     Marketable securities, available-for-sale                                      11,459            15,836
     Accounts and notes receivable                                                   1,023             5,180
     Inventories                                                                     1,101             1,394
     Accrued interest receivable                                                         9                51
     Prepaid expenses and other assets                                                 136               391
                                                                                   -------           -------
         Total current assets                                                       27,953            26,734

PROPERTY AND EQUIPMENT, at cost:
     Building and improvements                                                      18,125            18,125
     Equipment, furniture and fixtures                                               5,274             5,216
     Construction in progress                                                        3,925             2,253
                                                                                   -------           -------
                                                                                    27,324            25,594
     Less: Accumulated depreciation and amortization                                 6,473             5,947
                                                                                   -------           -------

                                                                                    20,851            19,647

OTHER ASSETS:
     Patents and license rights, net of amortization                                 1,498             1,724
     Other assets, net                                                               1,916             2,534
                                                                                   -------           -------
                                                                                     3,414             4,258
                                                                                   -------           -------

                                                                                   $52,218           $50,639
                                                                                   =======           =======
</TABLE>

                            See accompanying notes.


<PAGE>


                  MOLECULAR BIOSYSTEMS, INC. AND SUBSIDIARIES


                          CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND SHAREHOLDERS' EQUITY

                             (Dollars in thousands)
<TABLE>
<CAPTION>


                                                                             September 30,
                                                                                 1995             March 31,
                                                                              (Unaudited)            1995
<S>                                                                                <C>               <C>    
CURRENT LIABILITIES:
     Accounts payable and accrued liabilities                                     $  3,059          $  5,089
     Current portion of long-term debt                                                 307               307
     Compensation accruals                                                             591               411
                                                                                   -------           -------
        Total current liabilities                                                    3,957             5,807
                                                                                   -------           -------

LONG-TERM DEBT, net of current portion                                               8,258             8,408
                                                                                   -------           -------

COMMITMENTS AND CONTINGENCIES (Note 2)

SHAREHOLDERS' EQUITY:
     Common stock, $.01 par value,
       20,000,000 shares authorized,
       13,290,736 and 11,999,561 shares
       issued and outstanding, respectively                                            133               120
     Additional paid-in-capital                                                     91,529            78,422
     Retained deficit                                                              (51,125)          (41,472)
     Unrealized loss on available-for-sale securities                                   (6)             (118)
     Less notes receivable from sale of common stock                                  (469)             (469)
     Less treasury stock, at cost                                                      (59)              (59)
                                                                                   -------           -------

        Total shareholders' equity                                                  40,003            36,424
                                                                                   -------           -------

                                                                                   $52,218           $50,639
                                                                                   =======           =======
</TABLE>

                            See accompanying notes.

<PAGE>


                  MOLECULAR BIOSYSTEMS, INC. AND SUBSIDIARIES


                     CONSOLIDATED STATEMENTS OF OPERATIONS

              (Unaudited; in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                              THREE MONTHS ENDED          SIX MONTHS ENDED
                                                                 SEPTEMBER 30               SEPTEMBER 30
                                                              ------------------          ----------------

                                                                1995         1994         1995         1994
                                                              -------      -------      -------      -------
<S>                                                            <C>          <C>         <C>          <C>    
REVENUES:
     Revenues under collaborative agreements                  $    87      $ 8,733      $   399      $ 8,733
     Product revenues                                             246           38          274          547
     License fees                                                  15           15           25           40
                                                              -------      -------      -------      -------
                                                                  348        8,786          698        9,320
                                                              -------      -------      -------      -------

RESEARCH AND DEVELOPMENT COSTS:
    Compensation                                                1,326        2,052        2,612        3,885
    Equipment and supplies                                        522        1,217        1,004        1,928
    Outside research, preclinical and clinical trials             220          632          490        1,167
    Legal, professional and consulting                            322          470          667          818
    Occupancy costs                                               404          416          769          774
    Other                                                         592          358        1,040        1,287
                                                              -------      -------      -------      -------
                                                                3,386        5,145        6,582        9,859

COST OF PRODUCTS SOLD                                             618            2          724          345

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                    1,524        1,686        3,112        3,290
                                                              -------      -------      -------      -------
     Total operating costs and expenses                         5,528        6,833       10,418       13,494
                                                              -------      -------      -------      -------

   Income (loss)from operations                                (5,180)       1,953       (9,720)      (4,174)

INTEREST EXPENSE                                                 (198)        (196)        (401)        (303)
INTEREST INCOME                                                   243          326          468          647
                                                              -------      -------      -------      -------

NET INCOME (LOSS)                                             $(5,135)     $ 2,083      $(9,653)     $(3,830)
                                                              =======      =======      =======      ======= 

NET INCOME (LOSS) PER COMMON SHARE                            $ (0.42)     $  0.17      $ (0.79)     $ (0.32)
                                                              =======      =======      =======      ======= 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
                                                               12,196       12,000       12,155       11,998
                                                              =======      =======      =======      ======= 
</TABLE>

                            See accompanying notes.

<PAGE>


                  MOLECULAR BIOSYSTEMS, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

              FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                           (Unaudited; in thousands)
<TABLE>
<CAPTION>


                                                                                          1995             1994
                                                                                        --------         --------
<S>                                                                                      <C>              <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                           ($ 9,653)        ($ 3,830)
     Adjustments to reconcile net loss to net cash
       used in operating activities
        Depreciation and amortization                                                      1,434            1,764
        Loss on disposals of property and equipment                                           12                -
        Changes in operating assets and liabilities:
          Receivables                                                                      4,199           (5,936)
          Inventories                                                                        293              193
          Prepaid expenses and other assets                                                  255              140
          Accounts payable and accrued liabilities                                          (530)             368
          Compensation accruals                                                              180               45
                                                                                         -------          -------
                Cash used in operating activities                                         (3,810)          (7,256)
                                                                                         -------          ------- 

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment                                                  (1,778)            (330)
     Proceeds from sale of property and equipment                                              7                -
     Additions to patents and license rights                                                 (45)               -
     Decrease of other assets                                                                 10                -
     Decrease in marketable securities                                                     4,489            3,201
                                                                                         -------          -------
                Cash provided by investing activities                                      2,683            2,871
                                                                                         -------          -------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net proceeds from issuance of common shares                                          11,620              183
     Long-term debt proceeds                                                                   -            5,000
     Principal payments on long-term debt                                                   (150)            (106)
                                                                                         -------          -------
                Cash provided by financing activities                                     11,470            5,077
                                                                                         -------          -------

INCREASE IN CASH AND CASH
     EQUIVALENTS                                                                          10,343              692

CASH AND CASH EQUIVALENTS, beginning of period                                             3,882            1,557
                                                                                         -------          -------

CASH AND CASH EQUIVALENTS, end of period                                                 $14,225          $ 2,249
                                                                                         =======          =======

SUPPLEMENTAL CASH FLOW DISCLOSURES:

Interest income received                                                                 $   510          $   831
                                                                                         =======          =======
Interest paid                                                                            $   398          $   300
                                                                                         =======          =======
</TABLE>

                            See accompanying notes.


<PAGE>


NOTES TO FINANCIAL STATEMENTS

(1)       Basis of Presentation-


          The  Notes  to the  Consolidated  Financial  Statements  of  Molecular
         Biosystems, Inc. (the "Company") were submitted with the Company's Form
         10-K  for  the  year  ended  March  31,  1995  and  should  be  read in
         conjunction with this Form 10-Q.


          These interim  Consolidated  Financial  Statements of the Company have
         not been audited by independent  public  accountants.  However,  in the
         opinion  of  the  Company,   all   adjustments   required  for  a  fair
         presentation  of the financial  position of the Company as of September
         30,  1995,  and the results of its  operations  for the three- and six-
         month periods ended September 30, 1995 and 1994, and its cash flows for
         the  six-month  periods ended  September  30, 1995 and 1994,  have been
         made.  The  results of  operations  for these  interim  periods are not
         necessarily indicative of the operating results for the full year.

(2)       Contingencies-


          In May 1993 the Company  entered into an exclusive  license  agreement
         with Bracco S.p.A.  of Milan,  Italy,  for the  distribution  rights in
         Europe and the former  Soviet Union to the Company's  proprietary  oral
         ultrasound agent for imaging the  gastrointestinal  tract. At that time
         Bracco  paid the  Company a license  fee of $2  million  and  undertook
         certain  developmental  obligations  in the  territory.  In March 1994,
         Bracco  notified the Company  that it desired to rescind the  agreement
         and  demanded  that the  Company  return the license  fee.  The Company
         denied that Bracco was  entitled  to rescind  the  agreement  or to the
         return of any portion of the license fee,  and notified  Bracco that it
         regarded  Bracco's  notice of  rescission  as a breach of contract.  In
         January 1995, Bracco filed a demand for arbitration  claiming return of
         the $2 million license fee, in addition to other monetary  relief.  The
         Company filed a response  denying the material  allegations of Bracco's
         demand, and also filed a counterdemand asking for damages in the amount
         of at least $5.5  million  and other  monetary  relief,  claiming  that
         Bracco's  purported  rescission  was in bad faith and resulted from its
         acquisition of the exclusive licensee of a competing agent. The Company
         also claims that the purported  rescission was wrongful and a breach of
         the  exclusive  license.  Arbitration  on these  claims  took  place in
         September 1995. The parties are awaiting the arbitrator's decision. The
         Company  does not  believe  that the  arbitrator's  ruling  will have a
         material impact on its financial condition.


(3)       Stock Settlement-


          In June  1994,  the  United  States  District  Court for the  Southern
         District of California  granted final approval to an agreement settling
         a class action complaint  against the Company,  certain of its officers
         and all of the members of its Board of Directors (Sherman v. Widder, et
         al., No. TS  92-1827-IEG  (M)) alleging  violations  of the  Securities
         Exchange  Act of  1934  and  California  securities  laws.  Part of the
         settlement  agreement provided for the Company to issue shares of MBI's
         common stock worth $1.5 million to  qualifying  class  members.  In May
         1995, the stock was transferred to the qualifying class members.


PART I     -  FINANCIAL INFORMATION


Item 2     -  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

         The  following  management  discussion  and analysis  should be read in
conjunction with (1) the current  consolidated  financial statements and (2) the
Company's  consolidated  financial  statements and  management's  discussion and
analysis of financial  condition  and results of operations in its Annual Report
for the year ended March 31, 1995.


Liquidity and Capital Resources


         On September 7, 1995, the Company  entered into an amended and restated
distribution  agreement and a related  investment  agreement  with  Mallinckrodt
Medical, Inc.  ("Mallinckrodt")  which will provide the Company with between $33
million and $47.5  million in new  financing  (includes  the $13 million  common
stock  investment   discussed   below).   Under  the  terms  of  the  agreement,
Mallinckrodt  will pay the  Company  $20  million  over  four  years to  support
clinical  trials of FS069 (the  Company's  second-generation  cardiac  perfusion
product),  related regulatory  submissions and associated  product  development.
These payments will be made in 16 quarterly  installments starting at $1 million
for the first four quarters,  $1.25 million for the following eight quarters and
$1.5 million for the final four quarters.  The first quarterly  payment was paid
on October 1, 1995. Future payments are scheduled to be made on January 1, April
1, July 1 and October 1 of each year.


         The amended  distribution  agreement  requires  the Company to spend at
least $10 million of this $20 million on clinical  trials to support  regulatory
filings  with the FDA for cardiac  indications  of FS069.  After the Company has
spent this $10 million, the amended distribution  agreement requires the Company
and Mallinckrodt to share equally in the cost of any additional  clinical trials
of FS069 in the United States, up to a maximum total of $5 million ($2.5 million
each).

         The amended distribution agreement also provides for potential payments
to the Company of up to $12 million upon the satisfaction of certain milestones.
(There can be no assurance, however, that all or any of these milestones will be
satisfied.)


         In connection with the amended distribution agreement, the Company also
entered  into  an  investment  agreement  whereby  the  Company  sold  1,118,761
unregistered  shares of its common stock to Mallinckrodt  for $13 million,  or a
price of $11.62 per share before related  costs.  With the 181,818 shares of the
Company's  common stock that  Mallinckrodt  acquired in December  1988 (under an
investment agreement which the Company and Mallinckrodt entered into at the same
time as they  entered into the original  distribution  agreement),  Mallinckrodt
owns approximately 9.8% of the Company's issued and outstanding shares.

         The  Company  expects  that the  funding  provided  under  the  amended
distribution agreement along with product revenues from sales of ALBUNEX(R) , to
be its major source of funds for Company operations over the next several years.
At September  30,  1995,  the Company had net working  capital of $24.0  million
compared  to $20.9  million  at March  31,  1995.  Cash and  current  marketable
securities were $25.7 million at September 30, 1995 compared to $19.7 million at
March 31, 1995.

         For the next several years,  the Company  expects to incur  substantial
additional expenditures associated with product development. As discussed above,
product revenues from sales of ALBUNEX(R) and funding provided under the amended
distribution  agreement will be the major source to fund the Company's operating
costs and expenses.  The Company will also continue to utilize its existing cash
and marketable securities and the interest earned thereon to fund its operations
and capital  spending needs. The Company may pursue a number of options to raise
additional  funds,  including  borrowings;  lease  arrangements;   collaborative
research  and  development  arrangements  with  pharmaceutical   companies;  the
licensing of product rights to third parties;  or additional  public and private
financing,  as anticipated capital requirements change as a result of strategic,
competitive,  technological  and regulatory  factors.  There can be no assurance
that funds from these sources will be available on favorable terms, if at all.


Results of Operations


         Revenues.  During the first year after the Company  received  clearance
for the marketing and sale of ALBUNEX(R) in the United States,  the Company will
recognize  revenues both on its sales to Mallinckrodt (see "Product Revenues and
License Fees," below) and on Mallinckrodt's subsequent sales to the end users of
ALBUNEX(R) (see "Revenues Under Collaborative Agreements," below).

         Revenues Under Collaborative  Agreements.  Revenues under collaborative
agreements,  which have been the primary  source of revenues  for the Company in
the past, were $87,000 and $399,000 for the  three-month  and six-month  periods
ended September 30, 1995, compared to $8,733,000 for both of the same periods in
the prior year.


         Both the $87,000 and $399,000 for the three-month and six-month periods
ended  September 30, 1995 were based on  Mallinckrodt's  sales to its customers.
Under the original Mallinckrodt  contract, for the first twelve months after the
Company  received  clearance for ALBUNEX(R) in the United  States,  Mallinckrodt
agreed to pay a bonus to MBI  equivalent  to  Mallinckrodt's  first year product
sales at its sales price to the end users of the product.  Through approximately
the first eleven months of sales, the Company has earned $745,000 based upon the
first-year product sales of ALBUNEX(R) by Mallinckrodt. Any amounts earned under
this  provision of the contract  will not be paid until 60 days after the end of
the  twelve-month  period,  in December 1995.  Prior year revenues  consisted of
milestone  revenues  recognized as a result of the Company receiving approval to
market ALBUNEX(R) in the United States.


         Product Revenues and License Fees.  Revenues,  excluding revenues under
collaborative  agreements,  were $261,000 and $299,000 for the  three-month  and
six-month periods ended September 30, 1995, compared to $53,000 and $587,000 for
the same  periods  in the prior  year.  Revenues  in the  current  year  consist
primarily of U.S. product sales. Revenues for the prior year consisted primarily
of  product  sales in  Japan.  Product  sales  are  based  upon  MBI's  sales to
Mallinckrodt  and Shionogi and are recognized upon shipment of the product.  The
transfer price for MBI's sales of ALBUNEX(R) to  Mallinckrodt is equal to 40% of
Mallinckrodt's  net sales price to its end users of the product and the transfer
price for MBI's sales of  ALBUNEX(R)  to Shionogi is equal to 30% of  Shionogi's
net sales price to its end users of the product.


         Cost of Products  Sold.  Cost of products  sold  totaled  $618,000  and
$724,000 for the  three-month and six-month  periods ending  September 30, 1995,
resulting  in a negative  gross  profit  margin due to the current low levels of
production.  Cost  of  products  sold  totaled  $345,000  for the  period  ended
September 30, 1994,  resulting in a gross profit margin of 37%. The higher gross
profit  margin  percentage  in the prior year was due to then greater  levels of
production and a larger  proportion of sales to Japan which were sold at greater
profit margins.  The Company anticipates an increase in its gross profit margins
for both its U.S. and  Japanese  sales at such time as  ALBUNEX(R)  sales volume
increases.


         Research and  Development  Costs.  For the  three-month  and  six-month
period ended September 30, 1995, the Company's  research and  development  costs
totaled  $3,386,000  and  $6,582,000,  or  approximately  61% and  63% of  total
operating  costs and expenses,  as compared to  $5,145,000  and  $9,859,000,  or
approximately  75% and 73%,  respectively,  for the same  periods in 1994.  This
decrease  is due in large part to the  decision  the  Company  made to focus its
research and development efforts primarily on its ultrasound contrast agents and
reduce its  staffing by  approximately  twenty five  percent.  The  decision has
resulted in decreased compensation costs, equipment and supplies costs and other
costs.


         Selling,  General and Administrative  Expenses. For the three-month and
six-month periods ended September 30, 1995, the Company's  selling,  general and
administrative expenses totaled $1,524,000 and $3,112,000,  or approximately 28%
and 30%,  respectively,  of total operating  costs and expenses,  as compared to
$1,686,000 and $3,290,000,  or approximately 25% and 24%, respectively,  for the
same  periods in 1994.  The  expenses in the current  year have  decreased  as a
result of overall cost cutting measures.


         Interest  Expense  and  Interest  Income.   Interest  expense  for  the
three-month and six-month  periods ended September 30, 1995 and 1994 consists of
mortgage interest on the Company's buildings.  Interest expense is higher in the
current year due to a note payable which the Company entered into in May 1994 to
finance the purchase of two unimproved buildings and underlying land in December
1993.


         The  decrease  in interest  income in the current  year is due to lower
average cash and marketable securities balances.


         The Company's cash is invested primarily in short-term, fixed principal
investments,   such  as  U.S.   Government   agency  issues,   corporate  bonds,
certificates of deposit and commercial paper.


Prospective Information


         As noted  above,  on  September  7, 1995,  the Company  entered into an
amended and restated  distribution  agreement and a related investment agreement
with  Mallinckrodt.  This amended  distribution  agreement modifies the original
December 1988  distribution  agreement between the Company and Mallinckrodt in a
number of respects.  Under the amended distribution agreement,  the geographical
scope of  Mallinckrodt's  exclusive  right to market the  Company's  proprietary
contrast agent for transpulmonary  cardiac ultrasound imaging,  ALBUNEX(R),  the
Company's second generation  ultrasound  contrast agent,  FS069 (currently under
development),  and related products was expanded to include all of the countries
of the world other than those covered by the Company's  license  agreements with
Shionogi & Co.,  Ltd. and Nycomed AS. The duration of  Mallinckrodt's  exclusive
right was also  extended  from  October  1999 until the later of July 1, 2003 or
three years after the date that Company obtains  approval from the U.S. Food and
Drug  Administration  ("FDA")  to  market  FS069 for an  intravenous  myocardial
perfusion indication (use).


         The amended  distribution  agreement  requires  the Company to spend at
least $10  million of the $20  million it  receives  over four years on clinical
trials to support  regulatory  filings with the FDA for cardiac  indications  of
FS069. The Company's  expenditure of this $10 million will be made in accordance
with  the  directions  of a joint  steering  committee  which  the  Company  and
Mallinckrodt  will establish in order to expedite the development and regulatory
approval of FS069 by enabling the parties to share their  expertise  relating to
clinical  trials  and  the  regulatory   approval   process.   The  Company  and
Mallinckrodt  will each  appoint two of the four  members of the joint  steering
committee.


         After the Company has spent this $10 million,  the amended distribution
agreement  requires the Company and Mallinckrodt to share equally in the cost of
any  additional  clinical  trials of FS069 in the United  States which the joint
steering committee may direct to be performed,  up to a maximum of $5 million on
a combined basis.


         In addition,  the amended distribution agreement grants the Company the
option (at its own  discretion) to repurchase all of the shares of the Company's
common stock that Mallinckrodt will purchase under the investment  agreement for
$45 million,  subject to various price  adjustments.  This option is exercisable
after  the  later of July 1, 2000 or three  years  after  the date that  Company
obtains  approval  from the FDA to market  FS069 for an  intravenous  myocardial
perfusion  indication.  If the Company  exercises  this option,  the Company may
co-market ALBUNEX(R), FS069 and related products in all of the countries covered
by the amended distribution agreement.


         Shares sold to Mallinckrodt under the related investment  agreement are
subject to certain  anti-dilution  and  registration  rights of Mallinckrodt and
certain first refusal and "standstill" rights of MBI.

         In October  1995,  the Company  entered  into an  agreement  whereby it
reaquired all rights to INFOSON (the European designation for ALBUNEX(R)), FS069
and related products from Nycomed, the Company's European licensee.  Nycomed has
received approval to market ALBUNEX(R) in Sweden, Finland and the United Kingdom
and has filed applications in several other European countries. Although Nycomed
has received approval for INFOSON in these three countries, it had not yet begun
to market the  product.  The Company is currently  in  discussions  with another
potential licensee for Nycomed's territory, which includes Europe, Africa, parts
of Asia and India.  Financial terms will be disclosed at a later date.


         Sales of  ALBUNEX(R)  . In October  1993,  ALBUNEX(R)  was approved for
marketing in Japan and became the first  ultrasound  contrast agent available in
that country. As initial sales were below the Company's  expectations,  Shionogi
and the Company  engaged in an  intensive  cooperative  study of the  situation.
However, to increase the likelihood of improved sales performance in the future,
Shionogi,  with the Company's  concurrence,  decided during the first quarter of
fiscal 1995 to curtail  promotional  efforts and limit current Japanese sales to
selected  accounts  until these issues have been  resolved.  The Company has had
limited sales to Shionogi  since the second  quarter of fiscal 1995. The Company
is  continuing  to work with  Shionogi  to  resolve  all  issues  regarding  the
marketing of ALBUNEX(R) in Japan.


     In August 1994, the Company  received  clearance for the marketing and sale
of  ALBUNEX(R)  in  the  United  States.  Product  sales  from  the  Company  to
Mallinckrodt,  the  Company's  distributor  in the United  States,  totaled $1.3
million for the first eleven  months the product has been marketed in the United
States.  Under the  Mallinckrodt  contract,  the  Company is entitled to receive
additional  payments  in an amount  equivalent  to first year  product  sales of
ALBUNEX(R).  The Company earned this bonus through mid-October 1995. Any amounts
earned under this provision of the contract will not be paid until 60 days after
the end of the twelve-month period, in December 1995.


         Technological  Development.  With  the  exception  of  ALBUNEX(R),  the
Company's  technologies  must be  regarded  as  being at a very  early  stage of
development.  Like any new technology, their respective prospects are subject to
many  uncertainties.  Early test  results  may prove to have been in error;  new
competitive products may obviate the need for the Company's product;  unexpected
patent  problems may appear;  the Company's  strategy may dictate changes in the
mix of pipeline products;  large-scale manufacturing may prove to be unfeasible;
later  studies may reveal safety or efficacy  concerns not apparent  earlier on;
the  Company's  marketing   partner(s)  may  change  its  strategic  focus;  the
technology  may fall prey to regulatory  difficulties;  and other  unpredictable
difficulties  may arise.  While the Company  believes  that each of its emerging
early-stage  technologies  has the  potential  to evolve  into  safe and  useful
medical  products,   the  Company   continually   evaluates  each  of  them  for
commercializability,  and at this point cannot accurately predict the likelihood
or extent of successful product development.


PART II - OTHER INFORMATION


Item 1-5 - The Company has nothing to report with  respect to these items during
the quarter ended September 30, 1995.


Item 6 - EXHIBITS AND REPORTS ON FORM 8-K


      Exhibits - None


      Reports on Form 8-K During the Quarter Ended September 30, 1995


      A  Current  Report  on Form 8-K  dated  September  7,  1995,  was filed on
     September  25,  1995,  reporting a restated  distribution  agreement  and a
     related investment agreement with Mallinckrodt Medical, Inc.


                                   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.


MOLECULAR BIOSYSTEMS, INC.




/s/ Gerard A. Wills
Gerard A. Wills
Vice President Finance and
Chief Financial Officer


11/13/95
Date


<TABLE> <S> <C>

<ARTICLE>  5 
<LEGEND>  This  schedule  contains  summary  financial  information
extracted from the consolidated  financial  statements of Molecular  Biosystems,
Inc.  dated  September  30, 1995 and is qualifed in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER>                                                              1,000
       
<S>                                                              <C>
<PERIOD-TYPE>                                                                6-mos
<FISCAL-YEAR-END>                                                      MAR-31-1996
<PERIOD-END>                                                           SEP-30-1995
<CASH>                                                                      14,225
<SECURITIES>                                                                11,459
<RECEIVABLES>                                                                1,023
<ALLOWANCES>                                                                     0
<INVENTORY>                                                                  1,101
<CURRENT-ASSETS>                                                            27,953
<PP&E>                                                                      27,324
<DEPRECIATION>                                                               6,473
<TOTAL-ASSETS>                                                              52,218
<CURRENT-LIABILITIES>                                                        3,957
<BONDS>                                                                      8,258
<COMMON>                                                                       133
                                                            0
                                                                      0
<OTHER-SE>                                                                  39,870
<TOTAL-LIABILITY-AND-EQUITY>                                                52,218
<SALES>                                                                        274
<TOTAL-REVENUES>                                                               698
<CGS>                                                                          724
<TOTAL-COSTS>                                                               10,418
<OTHER-EXPENSES>                                                                 0
<LOSS-PROVISION>                                                                 0
<INTEREST-EXPENSE>                                                             401
<INCOME-PRETAX>                                                            (9,653)
<INCOME-TAX>                                                                     0
<INCOME-CONTINUING>                                                        (9,653)
<DISCONTINUED>                                                                   0
<EXTRAORDINARY>                                                                  0
<CHANGES>                                                                        0
<NET-INCOME>                                                               (9,653)
<EPS-PRIMARY>                                                              (0.790)
<EPS-DILUTED>                                                                0.000
        

</TABLE>


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