SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended June 30, 1998 Commission File Number 0-19041
American Biogenetic Sciences, Inc.
(Exact name of registrant as specified in its charter)
Delaware 11-2655906
(State or other jurisdiction (I.R.S.Employer Identification No.)
of incorporation or organization)
1375 Akron Street 516-789-2600
Copiague, New York 11726 (Telephone number)
(Address 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. YES X NO
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at August 7, 1998
Class A Common Stock, par value $.001 20,649,945
Class B Common Stock, par value $.001 1,775,500
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AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
(a development stage company)
Form 10-Q for the Quarter Ended June 30, 1998
INDEX
Part I - FINANCIAL INFORMATION
Item 1: Financial Statements: Page No.
Consolidated Balance Sheets -
June 30, 1998 and December 31, 1997 3
Consolidated Statements of Operations -
Three and Six Months Ended June 30, 1998 and June 30, 1997
and For the Period from Inception (September 1, 1983)
Through June 30, 1998 4
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1998 and June 30, 1997
and For the Period from Inception (September 1, 1983)
Through June 30, 1998 5
Consolidated Statements of Stockholders' Equity -
For the Period from Inception (September 1, 1983)
Through June 30, 1998 6 - 8
Notes to Consolidated Financial Statements 9 - 14
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations 14 - 19
Part II - OTHER INFORMATION
Item 2: Changes in Securities 19 - 20
Item 4: Submission of Matters to a Vote of Security Holders 20 - 21
Item 5: Other Events 21 - 22
Item 6: Exhibits and Reports on Form 8-K 22
Signature 22
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AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, December 31,
Assets 1998 1997
------------ ------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $7,661,000 $7,121,000
Accounts receivable 306,000 -
Inventory 445,000 296,000
Other current assets 23,000 41,000
------------ ------------
Total current assets 8,435,000 7,458,000
------------ ------------
Fixed assets, at cost, net of accumulated
depreciation and amortization of $1,628,000
and $1,481,000, respectively 697,000 511,000
Patent costs, net of accumulated
amortization of $340,000 and $292,000,
respectively 1,385,000 1,337,000
Debt issuance costs, net of accumulated
amortization of $564,000 and $520,000,
respectively 516,000 59,000
Intangible assets 594,000 -
Other assets 22,000 23,000
------------ ------------
$11,649,000 $9,388,000
============ ============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses $1,210,000 $494,000
Current portion of capital lease obligation 3,000 3,000
------------ ------------
Total current liabilities 1,213,000 497,000
------------ ------------
Long Term Liabilities:
Notes Payable 159,000 -
5% convertible debentures, net of unamortized debt
discount of $698,000 and $0, respectively 3,302,000 -
7% convertible debentures - 1,350,000
8% convertible debentures 500,000 850,000
Long-term portion of capital lease obligation 7,000 8,000
------------ ------------
Total liabilities 5,181,000 2,705,000
------------ ------------
Stockholders' Equity:
Class A common stock, par value $.001 per
share; 50,000,000 shares authorized;
20,649,945 and 19,341,617 shares issued
and outstanding, respectively 21,000 19,000
Class B common stock, par value $.001 per share;
3,000,000 shares authorized; 1,775,500 and
1,725,500 shares issued and outstanding, respectively 2,000 2,000
Additional paid-in capital 58,773,000 56,077,000
Deficit accumulated during the
development stage (52,328,000) (49,415,000)
------------ ------------
Total stockholders' equity 6,468,000 6,683,000
------------ ------------
$11,649,000 $9,388,000
============ ============
See notes to unaudited consolidated financial statements
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AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
(a development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Period
<CAPTION> From Inception
Three Months Ended Six Months Ended (September 1,
-------------------------- ------------------------------ 1983) Through
June 30, June 30, June 30, June 30, June 30,
1998 1997 1998 1997 1998
------------ ------------ -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Revenues:
Sales $327,000 $ - $441,000 $ - $591,000
Royalties / license fees - - - - 1,000,000
Collaborative agreements - - - 9,000 302,000
------------ ------------ -------------- -------------- --------------
327,000 - 441,000 9,000 1,893,000
Expenses:
Cost of sales 106,000 - 142,000 - 174,000
Research and development 580,000 914,000 1,076,000 1,972,000 27,721,000
Selling, general and administrative 1,095,000 891,000 2,131,000 1,977,000 26,792,000
------------ ------------ -------------- -------------- --------------
Loss from operations (1,454,000) (1,805,000) (2,908,000) (3,940,000) (52,794,000)
------------ ------------ -------------- -------------- --------------
Other Income (Expense):
Interest expense (127,000) (126,000) (176,000) (813,000) (3,918,000)
Net gain on sale of fixed assets - - - - 7,000
Net investment income 85,000 151,000 171,000 326,000 4,377,000
------------ ------------ -------------- -------------- --------------
Net loss ($1,496,000) ($1,780,000) ($2,913,000) ($4,427,000) ($52,328,000)
============ ============ ============== ============== ==============
Per Share Information (Note 3):
Net loss per common share:
Basic ($0.07) ($0.09) ($0.14) ($0.23)
============ ============ ============== ==============
Diluted ($0.07) ($0.09) ($0.14) ($0.23)
============ ============ ============== ==============
Common shares used in computing
per share amounts:
Basic 21,726,000 20,024,000 21,505,000 19,306,000
============ ============ ============== ==============
Diluted 21,726,000 20,024,000 21,505,000 19,306,000
============ ============ ============== ==============
See notes to unaudited consolidated financial statements
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<TABLE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
(a development stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Period
From Inception
<CAPTION> (September 1,
Six Months Ended 1983)
-------------------------- Through
June 30, June 30, June 30,
1998 1997 1998
------------ ------------ --------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net loss ($2,913,000) ($4,427,000) ($52,328,000)
Adjustments to reconcile net (loss) to net cash
provided or (used) in operating activities:
Depreciation and amortization 249,000 297,000 2,474,000
Net gain on sale of fixed assets - - (7,000)
Net gain on sale of marketable securities - - (217,000)
Other non-cash expenses accrued primarily for stocks and warrants 51,000 102,000 1,787,000
Amortization of debt discount included in interest expense 64,000 492,000 1,907,000
Write off of patent costs - - 93,000
(Increase) decrease in accounts receivable (198,000) - (198,000)
(Increase) decrease in inventory (9,000) - (305,000)
(Increase) decrease in other current assets (18,000) 470,000 (59,000)
(Increase) decrease in other assets (5,000) (5,000) 67,000
Increase (decrease) in accounts payable and accrued expenses 736,000 59,000 1,447,000
Increase in interest payable to stockholder - - 112,000
------------ ------------ --------------
Net cash provided by (used in) operating activities (2,043,000) (3,012,000) (45,227,000)
------------ ------------ --------------
Cash Flows From Investing Activities:
Capital expenditures (14,000) (192,000) (2,016,000)
Proceeds from sale of fixed assets - - 18,000
Payments for patent costs and other assets (96,000) (219,000) (1,795,000)
Business acquisition, net of stock issued and cash acquired (119,000) - (119,000)
Proceeds from maturity and sale of marketable securities - 5,817,000 67,549,000
Purchases of marketable securities - (2,796,000) (67,332,000)
------------ ------------ --------------
Net cash provided by (used in) investing activities (229,000) 2,610,000 (3,695,000)
------------ ------------ --------------
Cash Flows From Financing Activities:
Payments to debentureholders (1,000,000) (1,122,000) (2,246,000)
Proceeds from issuance of common stock, net 98,000 388,000 36,400,000
Proceeds from issuance of 5% convertible debentures, net 3,727,000 - 3,727,000
Proceeds from issuance of 7% convertible debentures, net - - 8,565,000
Proceeds from issuance of 8% convertible debentures, net - - 7,790,000
Principal payments under capital lease obligation and notes payable (13,000) - (22,000)
Capital contributions from chairman - - 1,000,000
Increase in loans payable to stockholder / affiliates - - 2,669,000
Repayment of loans payable to stockholder and affiliates
(remainder contributed to capital by the stockholder) - - (1,300,000)
------------ ------------ --------------
Net cash provided by (used in) financing activities 2,812,000 (734,000) 56,583,000
------------ ------------ --------------
Net Increase (Decrease) in Cash and Cash Equivalents 540,000 (1,136,000) 7,661,000
Cash and Cash Equivalents at Beginning of Period 7,121,000 10,760,000 -
------------ ------------ --------------
Cash and Cash Equivalents at End of Period $7,661,000 $9,624,000 $7,661,000
============ ============ ==============
Supplemental Disclosure of Noncash Activities:
Capital expenditures made under capital lease obligation - - $20,000
============ ============ ==============
Convertible Debentures converted into 851,618, 2,893,492,
and 6,470,583 shares of Common Stock, respectively $1,334,000 $8,104,000 $14,545,000
============ ============ ==============
Warrants issued to debentureholders and placement agent $252,000 - $777,000
============ ============ ==============
See notes to unaudited consolidated financial statements
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<TABLE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
(a development stage company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<CAPTION>
Class A Class B
Per Common Stock Common Stock
Share --------------------------- ------------------------
Amount Shares Dollars Shares Dollars
------- ------------ ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE, AT INCEPTION, (SEPTEMBER 1, 1983) $ - $ - - $ -
Sale of common stock to chairman for cash .33 78,000 - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1983 78,000 - - -
Sale of common stock to chairman for cash .33 193,500 - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1984 271,500 - - -
Sale of common stock to chairman for cash .33 276,700 - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1985 548,200 1,000 - -
Sale of common stock to chairman for cash .33 404,820 - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1986 953,020 1,000 - -
Sale of common stock to chairman for cash .33 48,048 - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1987 1,001,068 1,000 - -
Exchange of common stock for Class B stock (1,001,068) (1,000) 1,001,068 1,000
Sale of Class B stock to chairman for cash .33 - - 1,998,932 2,000
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1988 - - 3,000,000 3,000
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1989 - - 3,000,000 3,000
Conversion of loans payable to stockholder into
additional paid-in capital - - - -
Sale of 1,150,000 Units to public consisting of
3,450,000 shares of Class A common stock and
warrants (net of $1,198,000 underwriting expenses) 2.00 3,450,000 3,000 - -
Conversion of Class B stock into
Class A stock 668,500 1,000 (668,500) (1,000)
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1990 4,118,500 $4,000 2,331,500 $2,000
------------ ------------- ----------- -----------
CONTINUED
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BALANCE, DECEMBER 31, 1990 4,118,500 $4,000 2,331,500 $2,000
Exercise of Class A Warrants (net of $203,000
in underwriting expenses) for cash 3.00 3,449,955 3,000 - -
Exercise of Class B Warrants for cash 4.50 79,071 - - -
Conversion of Class B stock
into Class A stock 850,000 1,000 (850,000) (1,000)
Exercise of stock options 2.00 417,750 1,000 - -
Expense for warrants issued - - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1991 8,915,276 9,000 1,481,500 1,000
Exercise of Class B Warrants (net of $701,000
in underwriting expenses) for cash 4.50 3,370,884 3,000 - -
Conversion of Class B stock
into Class A stock 106,000 - (106,000) -
Exercise of stock options 2.49 348,300 1,000 - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1992 12,740,460 13,000 1,375,500 1,000
Sale of common stock to Medeva PLC. 7.50 200,000 - - -
Exercise of stock options 2.00 32,700 - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1993 12,973,160 13,000 1,375,500 1,000
Exercise of stock options 2.16 91,250 - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1994 13,064,410 13,000 1,375,500 1,000
Conversion of 8% Convertible Debentures into
Class A Common Stock 1.85 354,204 - - -
Exercise of stock options 1.82 12,750 - - -
Expense for warrants/options issued - - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1995 13,431,364 $13,000 1,375,500 $1,000
------------ ------------- ----------- -----------
CONTINUED
Page 7
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------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1995 13,431,364 $13,000 1,375,500 $1,000
Conversion of 8% Convertible Debentures into
Class A Common Stock 2.74 2,269,755 2,000 - -
Exercise of stock options 2.53 569,875 1,000 - -
Expense for warrants/options issued - - - -
Discount on 7% convertible debentures - - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 30, 1996 16,270,994 16,000 1,375,500 1,000
------------ ------------- ----------- -----------
Conversion of 7% and 8% Convertible Debentures
into Class A Common Stock 2.93 2,995,006 3,000 - -
Sale of Class B Common Stock for cash 2.23 - - 350,000 1,000
Exercise of stock options 2.00 27,500 - - -
Expense for warrants issued - - - -
Class A Common Stock issued 3.12 48,117 - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1997 19,341,617 $19,000 1,725,500 $2,000
============ ============= =========== ===========
Conversion of 7% and 8% Convertible Debentures
into Class A Common Stock 0.92 851,618 1,000 - -
Sale of Class B Common Stock for cash 1.62 - - 50,000 -
Exercise of stock options 1.75 4,000 - - -
Expense for warrants issued - - - -
Class A Common Stock issued 1.57 54,304 - - -
Class A Common Stock issued for Stellar 1.76 398,406 1,000 - -
Discount on 5% convertible debentures - - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, JUNE 30, 1998 20,649,945 $21,000 1,775,500 $2,000
============ ============= =========== ===========
See notes to unaudited consolidated financial statements
Page 8
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<TABLE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
(a development stage company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Additional During the
Paid-in Development
Capital Stage Total
------------ ------------- -----------
<S> <C> <C> <C>
BALANCE, AT INCEPTION, (SEPTEMBER 1, 1983) $ - $ - $ -
Sale of common stock to chairman for cash 26,000 - 26,000
Net (loss) for the period - (25,000) (25,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1983 26,000 (25,000) 1,000
Sale of common stock to chairman for cash 65,000 - 65,000
Net (loss) for the period - (242,000) (242,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1984 91,000 (267,000) (176,000)
Sale of common stock to chairman for cash 92,000 - 92,000
Net (loss) for the period - (305,000) (305,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1985 183,000 (572,000) (388,000)
Sale of common stock to chairman for cash 134,000 - 134,000
Net (loss) for the period - (433,000) (433,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1986 317,000 (1,005,000) (687,000)
Sale of common stock to chairman for cash 16,000 - 16,000
Net (loss) for the period - (730,000) (730,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1987 333,000 (1,735,000) (1,401,000)
Exchange of common stock for Class B stock - - -
Sale of Class B stock to chairman for cash 664,000 - 666,000
Net (loss) for the period - (1,031,000) (1,031,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1988 997,000 (2,766,000) (1,766,000)
Net (loss) for the period - (1,522,000) (1,522,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1989 997,000 (4,288,000) (3,288,000)
Conversion of loans payable to stockholder into
additional paid-in capital 1,481,000 - 1,481,000
Sale of 1,150,000 Units to public consisting of
3,450,000 shares of Class A common stock and
warrants (net of $1,198,000 underwriting expenses) 5,699,000 - 5,702,000
Conversion of Class B stock into
Class A stock - - -
Net (loss) for the period - (2,100,000) (2,100,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1990 $8,177,000 ($6,388,000) $1,795,000
------------ ------------- -----------
CONTINUED
Page 6 (column continuation)
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BALANCE, DECEMBER 31, 1990 $8,177,000 ($6,388,000) $1,795,000
Exercise of Class A Warrants (net of $203,000
in underwriting expenses) for cash 10,143,000 - 10,146,000
Exercise of Class B Warrants for cash 356,000 - 356,000
Conversion of Class B stock
into Class A stock - - -
Exercise of stock options 835,000 - 836,000
Expense for warrants issued 900,000 - 900,000
Net (loss) for the period - (4,605,000) (4,605,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1991 20,411,000 (10,993,000) 9,428,000
Exercise of Class B Warrants (net of $701,000
in underwriting expenses) for cash 14,465,000 - 14,468,000
Conversion of Class B stock
into Class A stock - - -
Exercise of stock options 865,000 - 866,000
Net (loss) for the period - (4,016,000) (4,016,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1992 35,741,000 (15,009,000) 20,746,000
Sale of common stock to Medeva PLC. 1,500,000 - 1,500,000
Exercise of stock options 65,000 - 65,000
Net (loss) for the period - (6,521,000) (6,521,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1993 37,306,000 (21,530,000) 15,790,000
Exercise of stock options 197,000 - 197,000
Net (loss) for the period - (7,431,000) (7,431,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1994 37,503,000 (28,961,000) 8,556,000
Conversion of 8% Convertible Debentures into
Class A Common Stock 571,000 - 571,000
Exercise of stock options 23,000 - 23,000
Expense for warrants/options issued 602,000 - 602,000
Net (loss) for the period - (5,607,000) (5,607,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1995 $38,699,000 ($34,568,000) $4,145,000
------------ ------------- -----------
CONTINUED
Page 7 (column continuation)
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BALANCE, DECEMBER 31, 1995 $38,699,000 ($34,568,000) $4,145,000
Conversion of 8% Convertible Debentures into
Class A Common Stock 5,483,000 - 5,485,000
Exercise of stock options 1,438,000 - 1,439,000
Expense for warrants/options issued 330,000 - 330,000
Discount on 7% convertible debentures 1,843,000 - 1,843,000
Net (loss) for the period - (7,700,000) (7,700,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1996 47,793,000 (42,268,000) 5,542,000
------------ ------------- -----------
Conversion of 7% and 8% Convertible Debentures
into Class A Common Stock 7,152,000 - 7,155,000
Sale of Class B Common Stock for cash 778,000 - 779,000
Exercise of stock options 55,000 - 55,000
Expense for warrants issued 149,000 - 149,000
Class A Common Stock issued 150,000 - 150,000
Net (loss) for the period - (7,147,000) (7,147,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1997 $56,077,000 ($49,415,000) $6,683,000
============ ============= ===========
Conversion of 7% and 8% Convertible Debentures
into Class A Common Stock 759,000 - 760,000
Sale of Class B Common Stock for cash 81,000 - 81,000
Exercise of stock options 7,000 - 7,000
Expense for warrants issued 303,000 - 303,000
Class A Common Stock issued 85,000 - 85,000
Class A Common Stock issued for Stellar 699,000 - 700,000
Discount on 5% convertible debentures 762,000 - 762,000
Net (loss) for the period - (2,913,000) (2,913,000)
------------ ------------- -----------
BALANCE, JUNE 30, 1998 $58,773,000 ($52,328,000) $6,468,000
============ ============= ===========
See notes to unaudited consolidated financial statements
CONTINUED
Page 8 (column continuation)
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AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 1998
(1) INTERIM FINANCIAL STATEMENTS
The interim unaudited consolidated financial statements presented herein
have been prepared in accordance with generally accepted accounting
principles for interim financial statements and with the instructions to
Form 10-Q and Regulation S-X pertaining to interim financial statements.
Accordingly, they do not include all information and footnotes required
by generally accepted accounting principles for complete financial
statements. The interim financial statements presented herein reflect
all adjustments (consisting of normal recurring adjustments and
accruals) which, in the opinion of management, are necessary for a fair
presentation of financial position as of June 30, 1998 and results of
operations for the three and six months ended June 30, 1998 and June 30,
1997. The Company's financial statements should be read in conjunction
with the summary of significant accounting policies and the notes to
consolidated financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997. The results
of operations for interim periods are not necessarily indicative of the
results for a full year.
(2) RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No.133, "Accounting for
Derivative Instruments and Hedging Activities ". The Statement
establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded
in other contracts) be recorded in the balance sheet as either an asset
or liability measured at its fair value. The Statement requires that
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changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special
accounting for qualifying hedges allows a derivative's gains and losses
to offset related results on the hedged item in the income statement,
and requires that a company must formally document, designate, and
assess the effectiveness of transactions that receive hedge accounting.
SFAS No.133 is effective for fiscal years beginning after June 15, 1999.
A company may also implement the Statement as of the beginning of any
fiscal quarter after June 16, 1998. SFAS No.133 cannot be applied
retroactively. SFAS No.133 must be applied to (a) derivative
instruments and (b) certain derivative instruments embedded in hybrid
contracts that were issued, acquired, or substantively modified after
December 31, 1997 (and, at the Company's election, before January 1,
1998).
While the Company operates in international markets, it does so
presently without the use of derivatives hedging instruments, and
therefore this new pronouncement is not applicable.
(3) NET LOSS PER SHARE
Basic net loss per common share ("Basic EPS") is computed by dividing
net loss by the weighted average number of common shares outstanding.
Diluted net loss per common share ("Diluted EPS") is computed by
dividing net loss by the weighted average number of common shares and,
if any, potential dilutive common shares. SFAS No. 128 requires the
presentation of both Basic EPS and Diluted EPS on the face of the
consolidated statements of operations. Diluted EPS for 1997 and 1998 is
the same as Basic EPS because the inclusion of stock options and
convertible debentures outstanding would be antidilutive.
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(4) STOCKHOLDERS' EQUITY
Stock Options - The following summarizes the stock option activity in
all stock option plans for the three months ended June 30, 1998.
Shares Price
Granted 114,000 $1.00 - $1.75
Exercised 4,000 $1.75
Cancelled 89,750 $1.75 - $5.50
Each option entitles the holder to purchase one share of Class A Common
Stock of the Company.
Other Shares and Warrants - In connection with a lease agreement for
certain facilities, the Company may, at its option, pay a portion of the
annual lease obligation with Class A Common Stock plus warrants. The
number of shares of Common Stock is to be computed using the average
market price of the Company's Class A Common Stock during the ten days
prior to issuance. The warrants are to be exercisable during a period
of four years from the date of issuance at a price equal to the closing
price of the underlying Class A Common Stock on the date the warrant is
issued. The Company issued 25,528 shares of Class A Common Stock during
the quarter ended June 30, 1998, as well as a warrant to purchase 25,528
shares of Class A Common Stock at an exercise price of $1.38 per share.
The Company has recorded a noncash charge of $23,000 which represents
the fair value of the warrant.
(5) LONG TERM LIABILITIES
On May 20, 1998, the Company completed a private placement to three
accredited investors (the "Investors") of an aggregate of $4,000,000 of
5% Convertible Debentures due May 20, 2001 (the "Debentures"), and three
series of Warrants to purchase up to an aggregate of 261,288 shares of
the Company's Class A Common Stock (the "Warrants"). The Debentures
will become convertible to the extent of 25% of the principal amount
thereof commencing on September 17, 1998, with an additional 25% of the
principal amount of the Debentures becoming first convertible on each of
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October 17, 1998, November 16, 1998 and December 16, 1998 (subject to
potential acceleration in certain instances) at a conversion price equal
to 87% (if converted before November 17, 1998), 86% (if converted
between November 17, 1998 and February 14, 1999), 85% (if converted
between February 15, 1999 and May 20, 1999) or 84% (if converted after
May 20, 1999), respectively, of the average of the closing bid prices of
the Company's Class A Common Stock for the five consecutive trading days
immediately preceding the date of conversion of the Debentures (the
"Variable Conversion Price"); provided, however, that in no event may
the conversion price be greater than $1.9375 per share, which was 125%
of such average price over the five consecutive trading days prior to
the consummation of the transaction (the "Fixed Conversion Price").
Interest on the Debentures is payable only on maturity, conversion,
redemption or when other payment is made on the Debentures in cash or,
if registered for resale under the Securities Act of 1933, as amended
(the "Securities Act"), in shares of the Company's Class A Common Stock
valued at the applicable Debenture conversion price. Any Debentures
outstanding on May 20, 2001 will be automatically converted into Class
A Common Stock of the Company as of that date. In addition, the Company
may require conversion of outstanding Debentures after May 20, 2000 if
the closing bid price of its Class A Common Stock on the trading day
immediately preceding its giving of notice of conversion to Debenture
holders is at least $3.0625. In the event the Company would be required
to issue more than 4,000,000 shares of its Class A Common Stock upon
conversion of all of the Debentures (the "Conversion Limit"), the
Company will have the option of: (i) issuing additional shares of Common
Stock if stockholder approval has been obtained or if stockholder
approval is not required in order to comply with applicable rules of the
market upon which its Class A Common Stock is traded or (ii) paying cash
to the holder in an amount equal to the principal amount of Debentures
being converted plus an amount equal to the number of shares of Class A
Common Stock that would be otherwise issuable upon conversion of the
Debentures multiplied by the difference between the highest sales price
of the Company's Common Stock on the date of conversion and the
applicable Debenture conversion price. In the event of a merger or
other business combination or corporate reorganization, as a result of
which the stockholders of the Company immediately prior thereto own in
the aggregate less than 50% of the voting power of the ultimate parent
resulting from such transaction, or the Company transfers all or
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substantially all of its assets to another person, then the Debenture
holders may participate in such transaction as a class on the same basis
as if the Debentures had been converted. In the event a purchase,
tender or exchange offer is made and accepted by the holders of more
than 50% of the voting power of all outstanding shares of Common Stock
immediately prior thereto, the holders of the Debentures are entitled to
redeem any outstanding Debentures at a redemption price equal to 115% of
the then outstanding principal amount of the Debentures plus accrued
interest on the Debentures.
The Company also issued to the Investors the Warrants in series
entitling the Investors to purchase, at an exercise price of $1.9141 per
share, an aggregate of 65,307 shares of the Company's Class A Common
Stock at any time to and including May 19, 2002, 65,307 shares of the
Company's Common Stock (subject to pro rata reduction to the extent the
original principal amount of the Debentures issued to the Investors is
not outstanding on the day such Warrant is first exercised) at any time
between November 20, 1998 and November 19, 2002, and 130,614 shares of
the Company's Class A Common Stock (subject to pro rata reduction to the
extent the original principal amount of the Debentures issued to the
Investors is not outstanding on the day such Warrant is first exercised)
at any time between May 20, 1999 and May 19, 2003.
In conjunction with this offering, the Company incurred both cash and
noncash issuance costs totaling $525,000. These issuance costs are
being amortized as a component of interest expense over the term of the
Debentures. Upon conversion of the Debentures, the related unamortized
deferred financing costs are charged to paid-in capital. The estimated
noncash value of the Warrants; $252,000, has been recorded as additional
paid-in capital, while their cost is included in the $525,000 total
issuance costs related to these Debentures. In addition, the Company
recorded additional paid-in capital and debt discount of $762,000 to
reflect the dollar value of the maximum market price conversion discount
(16%) related to these Debentures. The debt discount is being amortized
and charged to interest expense from May 20, 1998 through May 20, 1999,
the period during which the Debentures become 100% convertible and the
maximum discount rate becomes applicable.
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(6) ACQUISITION
On April 23, 1998, the Company acquired all of the capital stock of
Stellar Bio Systems, Inc., ("Stellar"), a manufacturer of
immunodiagnostic kits and reagents. The purchase price was $120,000 in
cash and $700,000 in Class A Common Stock (398,406 shares were issued)
plus future contingent payments of $650,000 in Class A Common Stock to
be paid over three years based upon future sales levels of Stellar. The
acquisition was accounted for by the purchase method. Stellar is not
considered a significant subsidiary under the Securities and Exchange
Commission Regulations S-X. Results of operations have been included in
the Company's consolidated financial statements since the date of
acquisition. The excess of the aggregate purchase price over the fair
market value of net assets acquired of $604,000 has been allocated to
intangible assets and goodwill, and will be amortized over a 10 year
period. Any additional payments made when the contingency is resolved
will be accounted for as additional goodwill and will be amortized over
the remaining life of the goodwill.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The Company's results of operations include the results of operations of
Stellar Bio Systems, Inc. ("Stellar") from April 23, 1998, the date of
its acquisition by the Company.
Results of Operations
Three Months ended June 30, 1998
The Company's net loss decreased by $284,000 (16%) during the three
months ended June 30, 1998 from $1,780,000 in the 1997 period to
$1,496,000 in the 1998 period. The decrease is attributable to profit
contributions by Stellar Bio Systems and sales of TpP , the Company's
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Thrombus Precursor Protein diagnostic test, a decrease in R&D expenses
($334,000), offset by an increase in SG&A ($204,000) and a reduction in
investment income ($66,000).
Sales during the three months ended June 30, 1998 were $327,000,
consisting of sales of Stellar products since the date of acquisition of
Stellar in late April 1998 and sales of TpP by the Company, sales of
which products commenced in the fourth quarter of 1997. Accordingly,
there were no sales by the Company in the comparable 1997 period.
Cost of sales for the three months ended June 30, 1998 was $106,000 or
32% of sales.
Research and development expenses decreased $334,000 (37%) from $914,000
in the 1997 period to $580,000 in the 1998 period primarily as a result
of reductions in R&D personnel, payments for research/collaborative
projects and travel and meeting costs.
Selling, general and administrative expenses increased $204,000 (23%)
from $891,000 in the 1997 period to $1,095,000 in the 1998 period
primarily as a result of the acquisition of Stellar (for legal and
consulting costs relating to the acquisition of Stellar and for
Stellar's operations), additional personnel and increased consulting
services relating to marketing and promotional efforts for TpP.
Interest expense increased by $1,000 (1%) from $126,000 in the 1997
period to $127,000 in the 1998 period, resulting from an increase in the
amortized debt issuance cost component of interest expense over the term
of the debentures ($64,000 and $41,000 during the second quarters of
1998 and 1997, respectively) offset, in part, by lower principal amount
of convertible debentures outstanding during the 1998 period. Upon
conversion of the Company's 7% and 8% Convertible Debentures ($950,000
and $4,320,000 during the second quarters of 1998 and 1997,
respectively), the related unamortized debt issuance costs ($9,000 and
$174,000 during the second quarters of 1998 and 1997, respectively) are
charged to paid-in capital.
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<PAGE>
Investment income decreased $66,000 (44%) from $151,000 in the 1997
period to $85,000 in the 1998 period as a result of lower average cash
balances offset, in part, by slightly higher interest rates on U.S.
Government obligations in which most of the Company s available cash is
invested.
Six Months Ended June 30, 1998
The Company s net loss decreased $1,514,000 (34%) during the six months
ended June 30, 1998 from a loss of $4,427,000 during the 1997 period to
a loss of $2,913,000 in the 1998 period. The reduction in the net loss
is attributable to the gross profit ($229,000 or 68%) on product sales
of Stellar and sales of TpP kits, reduced R&D expenses ($896,000),
interest expense ($637,000), offset by increased SGA ($154,00) and
reduced investment income ($155,000).
Sales during the six months ended June 30, 1998 were $441,000,
consisting of sales of Stellar products since the date of acquisition of
Stellar in late April 1998 and sales of TpP by the Company, sales of
which products commenced in the fourth quarter of 1997. Accordingly,
there were no sales by the Company in the comparable 1997 period.
Cost of sales for the six months ended June 30, 1998 was $142,000 or 32%
of sales.
Research and development expenses decreased $896,000 (45%) from
$1,972,000 in the 1997 period to $1,076,000 in the 1998 period primarily
due to the absence of costs incurred during the first six months of 1997
relating to the relocation of the Company's research laboratories from
South Bend, Indiana to Boston, Massachusetts. The costs of such
relocation included severance, relocation and moving costs as well as
duplicate facility costs.
Selling, general and administrative expenses increased $154,000 (8%)
from $1,977,000 in the 1997 period to $2,131,000 in the 1998 period as
a result of increased personnel costs, selling expenses relating to the
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<PAGE>
marketing and promotion of TpP and legal and consulting costs relating
to the Stellar acquisition.
Interest expense decreased $637,000 (78%) from $813,000 in the 1997
period to $176,000 in the 1998 period, resulting from the absence of
$492,000 of noncash amortization of the debt discount relating to the
Company's 7% Convertible Debentures included in the first quarter of
1997, and lower outstanding Debentures during the six months ended June
30, 1998. Upon the conversion of the Company's 7% and 8% Convertible
Debentures ($1,700,000 and $8,300,000 during the six months of 1998 and
1997, respectively), the related unamortized debt issuance costs
($24,000 and $353,000 during the six months of 1998 and 1997,
respectively) are charged to paid-in capital.
Investment income decreased $155,000 (48%) from $326,000 in the 1997
period to $171,000 in the 1998 period as a result of lower average cash
balances offset, in part, by slightly higher interest rates on U.S.
Government obligations in which most of the Company s available cash is
invested.
Liquidity and Capital Resources
As of June 30, 1998, the Company had working capital of $7,222,000
compared to $6,961,000 at December 31, 1997. The Company's management
believes that current working capital will be sufficient to fund its
liquidity needs beyond 1998.
During the six months ended June 30, 1998, the Company's cash position
increased by $540,000 to $7,661,000. Operating activities used
$2,043,000 in cash (resulting primarily from a cash loss of $2,549,000,
net of non cash expenses of $364,000, offset, in part, by cash provided
by a net change in operating assets and liabilities of $506,000 arising
from an increase in accounts payable and accrued expenses of $736,000
offset, in part, primarily from an increase of $198,000 in accounts
receivable resulting from product sales and the Company's acquisition of
Stellar). Investing activities used $229,000 in cash (primarily related
to the acquisition of Stellar and payments for patent costs and fixed
assets). Financing activities provided a net of $2,812,000 in cash,
Page 17
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principally from the sale of $4,000,000 principal amount 5% Convertible
Debentures for $3,727,000, after expenses, offset, in part, primarily by
payments made in lieu of issuing shares of Class A Common Stock to
holders of the Company's 7% Convertible Debentures upon conversion
thereof. During the six months ended June 30, 1998, $1,350,000 of the
7% Convertible Debentures and $350,000 of the 8% Convertible Debentures
were converted into an aggregate of 851,618 Class A Common Stock.
The Company expects to continue to incur substantial expenditures
relating to new diagnostic and therapeutic product development, ongoing
clinical studies for TpP, marketing and manufacturing of TpP and the
Company's FiF reagents and kits, developing point of care (POC) formats
for TpP, additional preclinical development of neurological compounds
(ABS 103 and ABS 205), additional investment in Stellar's product line
by filing 510K's for FDA approval and developing new monoclonal
antibodies and products based on the proprietary antigen free mouse
technology. In addition, the Company is seeking strategic acquisitions
of products and/or companies which may entail the use of cash, issuance
of stock or debt. While the Company has begun marketing its products
directly, its product development plans still include entering into
collaborative, licensing and co-marketing arrangements with other
diagnostic and pharmaceutical companies to provide additional funding
and clinical expertise to perform tests necessary to obtain regulatory
approvals, provide manufacturing expertise and market the Company's
products. Without such collaborative, licensing or co-marketing
arrangements, additional sources of funding will be required to finance
the Company.
Year 2000
The Company has been assessing the impact of the Year 2000 issue on its
information systems. In connection with these assessments, which are
ongoing, the Company has identified potential deficiencies and is
addressing them through upgrades and other remediation. In accordance
with accounting rules, costs associated with modifying existing computer
software for Year 2000 will be expensed as incurred. In addition, the
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<PAGE>
Company is in the process of evaluating the measures being undertaken by
its critical customers and suppliers to address the Year 2000 issues.
The cost of implementing the upgrades and remediations are not
expected to be material to the Company's results of operations.
PART II
OTHER INFORMATION
Item 2. Changes in Securities
During the three months ended June 30, 1998, holders of $300,000 of
the Company's 8% Convertible Debentures and $650,000 of the Company's 7%
Convertible Debentures converted such debentures into 360,376 and
219,990 shares of the Company's Class A Common Stock, respectively. The
Company believes that the exemption from registration afforded by
Section 3(a)(9) of the Securities Act of 1933, as amended (the "Act"),
is applicable to the issuances of such shares, as such issuances
involved a security exchanged by the Company with existing
securityholders exclusively where no commission or other remuneration
was paid or given directly or indirectly for soliciting such exchanges.
In connection with a lease agreement for certain facilities, the
Company may, at its option, pay a portion of the annual lease obligation
with Class A Common Stock (the "Issued Shares") plus a warrant (the
"Warrant") to purchase shares of Class A Common Stock (the "Warrant
Shares"). The number of Issued Shares are computed using the average
market price of the Company's Class A Common Stock during the ten days
prior to issuance. Each Warrant is exercisable during a period of four
years from the date of issuance at a price equal to the closing price of
the underlying Class A Common Stock on the date the Warrant is issued.
Pursuant to the lease agreement, on May 31, 1998, the Company issued
25,528 shares of Class A Common Stock and a Warrant to purchase 25,528
shares of Class A Common Stock at an exercise price of $1.38 per share.
In connection with such acquisition, the purchaser (an accredited
investor) agreed to acquire the Issued Shares, the Warrant and the
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<PAGE>
Warrant Shares for investment and not with a view to the distribution of
such securities. In connection therewith, the Company has granted the
purchaser certain rights to cause the Warrant Shares to be registered
under the Act at the Company's expense. The Company believes that the
exemption from registration afforded by Section 4(2) of the Act is
applicable to the issuance of such securities.
Reference is made to Note 5 of the Notes to the Consolidated Financial
Statements on Part I of this Report for information concerning a private
placement completed on May 20, 1998 of an aggregate of $4,000,000 of 5%
Convertible Debentures due May 20, 2001 (the "Debentures"), and three
series of Warrants to purchase up to an aggregate of 261,288 shares of
the Company's Class A Common Stock (the "Warrants"), which information
(including information concerning the terms of the conversion of the
Debentures and exercise of the Warrants) is incorporated herein by
reference. The Debentures and Warrants, which were sold for cash of
$4,000,000, were placed through Jesup & Lamont Securities Corp., which
acted as placement agent for the transaction, and received a commission
of $200,000. Each of the three accredited investor purchasers,
acknowledged that it was purchasing the Debentures, the Warrants and the
Company's Class A Common Stock issuable upon conversion of the
Debentures and the exercise of the Warrants for investment, for its own
account and not with a view towards their distribution. The Company
believes that the exception afforded by Section 4(2) of the Act is
applicable to the issuance of the Debentures and the Warrants.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company s 1998 Annual Meeting of Stockholders held on June 18,
1998:
(a) The following seven directors, each of whom were nominated by
the Board of Directors, were elected by the following votes:
Voting Authority
For Abstain
Alfred J. Roach 33,442,515 688,057
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<PAGE>
Stephen H. Ip 33,632,772 497,800
Ellena M. Byrne 33,667,072 463,500
Timothy J. Roach 33,505,770 624,802
Gustav V. R. Born 33,631,672 498,900
Joseph C. Hogan 33,625,672 504,900
William G. Sharwell 33,644,427 486,145
(b) Ratified the appointment of Arthur Andersen LLP to serve as the
Company s independent auditors for the year ending December 31, 1998 by
the following vote:
For Against Abstain
33,852,621 203,955 73,996
(c) Adopted an amendment to the Company's 1996 Stock Option Plan to
increase the number of shares of Common Stock which may be issued
thereunder from 1,000,000 to 2,000,000 shares.
For Against Abstain Broker Non-Votes
22,202,367 1,615,996 249,481 10,062,728
Each matter was approved by the vote of Common Class A and Class B
stockholders voting together as one class, with each share of Class A
having one vote and each share of Class B having ten votes.
Item 5. Other Events
At the annual meeting of the Board of Directors, following the annual
meeting of the Stockholders on June 18, 1998, the Board elected the
following as the executive officers of the Company.
Name Position
Alfred J. Roach Chairman of the Board and Chief Executive Officer
Stephen H. Ip President and Chief Operating Officer
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Emer Leahy Senior Vice President Business Development
Ellena M. Byrne Executive Vice President-Global Scientific Network
James H. McLinden Vice President-Molecular Biology
George Christoffersen Vice President-Research and Development
Josef C. Schoell Vice President Finance
Timothy J. Roach Treasurer and Secretary
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed two reports on Form 8-K during the
quarter ended June 30, 1998, dated (date of earliest
event reported) April 27, 1998 (as filed on April 28,
1998) and May 20, 1998 (as filed on June 3, 1998), both
reporting under Item 5, Other Events. No financial
statements were filed with either report.
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.
AMERICAN BIOGENETIC SCIENCES,INC.
(Registrant)
Date: August 13, 1998 /s/ Josef C. Schoell
-----------------------
Josef C. Schoell
Vice President, Finance
(Principal Financial and
Accounting Officer)
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SIX MONTH YEAR TO DATE SUMMARY FINANCIAL INORMATION
EXTRACTED FROM AMERICAN BIOGENETIC SCIENCES,INC. 1998 10-Q FOR THE SECOND
QUARTER ENDED JUNE 30, 1998
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 7,661,000
<SECURITIES> 0
<RECEIVABLES> 306,000
<ALLOWANCES> 0
<INVENTORY> 445,000
<CURRENT-ASSETS> 8,435,000
<PP&E> 2,325,000
<DEPRECIATION> 1,628,000
<TOTAL-ASSETS> 11,649,000
<CURRENT-LIABILITIES> 1,213,000
<BONDS> 3,802,000
0
0
<COMMON> 23,000
<OTHER-SE> 6,445,000
<TOTAL-LIABILITY-AND-EQUITY> 11,649,000
<SALES> 441,000
<TOTAL-REVENUES> 441,000
<CGS> 142,000
<TOTAL-COSTS> 142,000
<OTHER-EXPENSES> 1,076,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 176,000
<INCOME-PRETAX> (2,913,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,913,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,913,000)
<EPS-PRIMARY> (.14)
<EPS-DILUTED> (.14)
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