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, 1999 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 of (I.R.S. Employer Identification No.)
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 6, 1999
Class A Common Stock, par value $.001 36,305,380
Class B Common Stock, par value $.001 3,000,000
Page 1
<PAGE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
(a development stage company)
Form 10-Q for the Quarter Ended June 30, 1999
INDEX
Part I - FINANCIAL INFORMATION
Item 1: Financial Statements: Page No.
Consolidated Balance Sheets -
June 30, 1999 and December 31, 1998 3
Consolidated Statements of Operations -
Three and Six Months Ended June 30, 1999 and June 30, 1998
and For the Period from Inception (September 1, 1983)
Through June 30, 1999 4
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1999 and June 30, 1998
and For the Period from Inception (September 1, 1983)
Through June 30, 1999 5
Consolidated Statements of Stockholders' Equity -
For the Period from Inception (September 1, 1983)
Through June 30, 1999 6 - 8
Notes to Consolidated Financial Statements 9 - 11
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations 11 - 18
Item 3: Quantitative and Qualitative Disclosures about Market Risk 18
Part II - OTHER INFORMATION
Item 2: Changes in Securities 18 - 19
Item 4: Submission of Matters to Vote of Security Holders 20 - 22
Item 5: Other Events 22
Item 6: Exhibits and Reports on Form 8-K 22
Signature 23
Page 2
<PAGE>
<TABLE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, December 31,
Assets 1999 1998
------------ ------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $454,000 $3,047,000
Accounts receivable 216,000 177,000
Inventory 603,000 545,000
Other current assets 185,000 40,000
------------ ------------
Total current assets 1,458,000 3,809,000
------------ ------------
Fixed assets, at cost, net of accumulated depreciation and
amortization of $1,794,000 and $1,718,000, respectively 542,000 631,000
Patent costs, net of accumulated
amortization of $444,000 and $390,000,
respectively 1,763,000 1,468,000
Intangible assets, net 696,000 580,000
Other assets 151,000 26,000
------------ ------------
Total assets $4,610,000 $6,514,000
============ ============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses $770,000 $797,000
Current portion of capital lease obligation - 8,000
Current portion of notes payable 47,000 57,000
------------ ------------
Total current liabilities 817,000 862,000
------------ ------------
Long Term Liabilities:
Notes payable, less current portion 44,000 56,000
------------ ------------
Total liabilities 861,000 918,000
------------ ------------
Stockholders' Equity:
Class A common stock, par value $.001 per
share; 100,000,000 shares authorized;
36,295,130 and 35,559,556 shares issued
and outstanding, respectively 36,000 36,000
Class B common stock, par value $.001 per share;
3,000,000 shares authorized; 3,000,000 shares
issued and outstanding, respectively 3,000 3,000
Additional paid-in capital 63,694,000 62,520,000
Deficit accumulated during the development stage (59,984,000) (56,963,000)
------------ ------------
Total stockholders' equity 3,749,000 5,596,000
------------ ------------
$4,610,000 $6,514,000
============ ============
The accompanying notes are an integral part of these consolidated balance sheets.
Page 3
</TABLE>
<PAGE>
<TABLE>
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,
1999 1998 1999 1998 1999
------------ ------------ -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Revenues:
Sales $343,000 $327,000 $635,000 $441,000 $1,982,000
Royalties / license fees - - - - 1,000,000
Collaborative agreements 39,000 - 79,000 - 381,000
------------ ------------ -------------- -------------- --------------
382,000 327,000 714,000 441,000 3,363,000
Expenses:
Cost of sales 147,000 106,000 265,000 142,000 762,000
Research and development 520,000 580,000 1,038,000 1,076,000 29,844,000
Selling, general and administrative 1,269,000 1,095,000 2,455,000 2,131,000 31,548,000
Facility consolidation cost - - - - 252,000
------------ ------------ -------------- -------------- --------------
Loss from operations (1,554,000) (1,454,000) (3,044,000) (2,908,000) (59,043,000)
------------ ------------ -------------- -------------- --------------
Other Income (Expense):
Interest expense (4,000) (127,000) (5,000) (176,000) (4,361,000)
Net gain on sale of fixed assets - - - - 7,000
Investment income 8,000 85,000 28,000 171,000 4,553,000
------------ ------------ -------------- -------------- --------------
Loss before extraordinary charge (1,550,000) (1,496,000) (3,021,000) (2,913,000) (58,844,000)
Extraordinary charge for early
retirement of debentures, net - - - - (1,140,000)
------------ ------------ -------------- -------------- --------------
Net loss ($1,550,000) ($1,496,000) ($3,021,000) ($2,913,000) ($59,984,000)
============ ============ ============== ============== ==============
Per Share Information (Note 2):
Basic and Diluted net loss per share ($0.04) ($0.07) ($0.08) ($0.14)
============ ============ ============== ==============
Common shares used in computing
per share amounts:
Basic and Diluted 39,136,000 21,726,000 38,918,000 21,505,000
============ ============ ============== ==============
The accompanying notes are an integral part of these consolidated statements.
Page 4
</TABLE>
<PAGE>
<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,
1999 1998 1999
------------ ------------ --------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net loss ($3,021,000) ($2,913,000) ($59,984,000)
Adjustments to reconcile net (loss) to net cash
provided by or (used) in operating activities:
Depreciation and amortization 164,000 249,000 2,886,000
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 291,000 51,000 2,333,000
Amortization of debt discount included in interest expense - 64,000 2,160,000
Extraordinary loss on repurchase of debt - - 1,140,000
Write off of patent costs - - 93,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (39,000) (198,000) (108,000)
(Increase) decrease in inventory (58,000) (9,000) (445,000)
(Increase) decrease in other current assets (145,000) (18,000) (185,000)
(Increase) decrease in other assets 7,000 (5,000) 80,000
Increase (decrease) in accounts payable and accrued expenses 26,000 736,000 1,002,000
Increase in interest payable to stockholder - - 112,000
------------ ------------ --------------
Net cash provided by (used in) operating activities (2,775,000) (2,043,000) (51,140,000)
------------ ------------ --------------
Cash Flows From Investing Activities:
Capital expenditures (19,000) (14,000) (2,062,000)
Proceeds from sale of fixed assets - - 18,000
Payments for patent costs and other assets (349,000) (96,000) (2,277,000)
Business acquisition, net of stock issued and cash acquired - (119,000) (119,000)
Proceeds from maturity and sale of marketable securities - - 67,549,000
Purchases of marketable securities - - (67,332,000)
------------ ------------ --------------
Net cash provided by (used in) investing activities (368,000) (229,000) (4,223,000)
------------ ------------ --------------
Cash Flows From Financing Activities:
Payments to debentureholders - (1,000,000) (2,246,000)
Proceeds from issuance of common stock, net 580,000 98,000 40,064,000
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 (30,000) (13,000) (100,000)
Redemption of 8% convertible debentures - - (500,000)
Repurchase of 5% convertible debentures - - (3,852,000)
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 550,000 2,812,000 55,817,000
------------ ------------ --------------
Net Increase (Decrease) in Cash and Cash Equivalents (2,593,000) 540,000 454,000
Cash and Cash Equivalents at Beginning of Period 3,047,000 7,121,000 -
------------ ------------ --------------
Cash and Cash Equivalents at End of Period $454,000 $7,661,000 $454,000
============ ============ ==============
Supplemental Disclosure of Noncash Activities:
Capital expenditures made under capital lease obligation - - $20,000
============ ============ ==============
Convertible Debentures converted into 0, 851,618,
and 10,470,583 shares of Common Stock, respectively - $1,334,000 $14,658,000
============ ============ ==============
Warrants $264,000 $252,000 $852,000
============ ============ ==============
Conversion of stockholder loan to paid-in capital - - $1,481,000
============ ============ ==============
The accompanying notes are an integral part of these consolidated statements.
Page 5
</TABLE>
<PAGE>
<TABLE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
(a development stage company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
<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 1,000 - -
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
Page 6
<PAGE>
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
<PAGE>
------------ ------------- ----------- -----------
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 31, 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 to Chairman 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 5%, 7% and 8% Convertible Debentures
into Class A Common Stock 0.32 4,851,618 5,000 - -
Sale of Class B Common Stock to Chairman for cash 0.37 - - 1,274,500 1,000
Exercise of stock options 1.75 4,000 - - -
Expense for warrants issued - - - -
Class A Common Stock issued 1.06 163,915 - - -
Class A Common Stock issued for Stellar 1.76 398,406 1,000 - -
Class A Common Stock issued for Private Placement 0.25 10,800,000 11,000 - -
Discount on 5% convertible debentures - - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1998 35,559,556 36,000 3,000,000 3,000
------------ ------------- ----------- -----------
Sale of Class A Common Stock to Chairman for cash 1.13 440,000 - - -
Exercise of stock options 0.61 5,000 - - -
Expense for warrants issued - - - -
Class A Common Stock issued 1.11 290,574 - - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, JUNE 30, 1999 36,295,130 $36,000 3,000,000 $3,000
============ ============= =========== ===========
The accompanying notes are an integral part of these consolidated statements.
Page 8
</TABLE>
<PAGE>
<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 - 93,000
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)
<PAGE>
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)
<PAGE>
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 to Chairman 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 5%, 7% and 8% Convertible Debentures
into Class A Common Stock 1,442,000 - 1,447,000
Sale of Class B Common Stock to Chairman for cash 465,000 - 466,000
Exercise of stock options 7,000 - 7,000
Expense for warrants issued 205,000 - 205,000
Class A Common Stock issued 174,000 - 174,000
Class A Common Stock issued for Stellar 699,000 - 700,000
Class A Common Stock issued for Private Placement 2,689,000 - 2,700,000
Discount on 5% convertible debentures 762,000 - 762,000
Net (loss) for the period - (7,548,000) (7,548,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1998 62,520,000 (56,963,000) 5,596,000
------------ ------------- -----------
Sale of Class A Common Stock to Chairman for cash 495,000 - 495,000
Exercise of stock options 3,000 - 3,000
Expense for warrants issued 353,000 - 353,000
Class A Common Stock issued 323,000 - 323,000
Net (loss) for the period - (3,021,000) (3,021,000)
------------ ------------- -----------
BALANCE, JUNE 30, 1999 $63,694,000 ($59,984,000) $3,749,000
============ ============= ===========
The accompanying notes are an integral part of these consolidated statements.
CONTINUED
Page - 8 (column continuation)
</TABLE>
<PAGE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARY
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 1999
(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, 1999 and results of
operations for the three and six months ended June 30, 1999 and June 30,
1998. 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, 1998. The results
of operations for the three and six months ended June 30, 1999 are not
necessarily indicative of the results for the full year.
(2)NET LOSS PER COMMON 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
dilutive potential common shares then outstanding. The provisions of
Statement of Financial Accounting Standards ("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 1999 and 1998
is the same as Basic EPS because the inclusion of stock options and
warrants outstanding would be antidilutive.
Page 9
<PAGE>
(3)INVENTORY
Inventory consists of the following:
<TABLE>
<CAPTION>
June 30, December 31,
------------------------
1999 1998
----- -----
<S> <C> <C>
Raw Materials $323,000 $339,000
Work in Process 71,000 91,000
Finished Goods 209,000 115,000
------------------------
$603,000 $545,000
========================
</TABLE>
(4)STOCKHOLDERS' EQUITY
Stock Options - The following summarizes the stock option activity in
all stock option plans for the three months ended June 30, 1999.
<TABLE>
<CAPTION>
Weighted Avg
Option
Shares Price
------------------------
<S> <C> <C>
Granted 1,020,000 $1.00
Exercised - -
Cancelled or expired 523,584 $3.26
</TABLE>
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 the
Company's former Boston research facility, the Company was entitled, at
its option to pay a portion of the annual lease obligation with Class A
Common Stock plus warrants. The Company paid $37,000 to terminate this
lease and has no further obligations as of June 30, 1999. The number of
shares of Common Stock issued was computed using the average market
price of the Company's Class A Common Stock during the ten days prior to
Page 10
<PAGE>
issuance. The warrants issued are exercisable at a price equal to the
closing price of the underlying Class A Common Stock on the date the
warrant is issued and for a period of four years from the date of
issuance. With respect to the three months ended February 26, 1999, on
May 17, 1999, the Company issued 29,850 shares of Class A Common Stock,
as well as warrants to purchase 29,850 shares of Class A Common Stock at
an exercise price of $1.28 per share. The fair value of the warrants
were calculated using an option-pricing model as of February 26, 1999.
The Company recorded a charge to operations of $24,000 in the first
quarter of 1999.
Pursuant to an investor relations agreement, the Company issued a
warrant to the investor relations firm to purchase up to 300,000 shares
of Class A Common Stock at $1.00 per share for five years, with vesting
based on the achievement of certain goals. Included in Other assets is
the fair value of these warrants, as determined using an option-pricing
model, of $264,000 which is being amortized over the service period of
the agreement.
Item 2.Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion and analysis provides information which
ABS' management believes is relevant to an assessment and understanding
of the Company's results of operations and financial condition. This
discussion should be read in conjunction with the consolidated financial
statements and notes appearing elsewhere herein.
General
ABS, a development stage company incorporated in September 1983,
launched two commercial products (TpP , ABS' Thrombus Precursor Protein
diagnostic test, and FiF , ABS' Functional Intact Fibrinogen diagnostic
test) in the fourth quarter of 1997. To date, ABS has not derived any
significant revenues from the sale of these products. On April 23,
1998, the Company acquired Stellar Bio Systems, Inc. ("Stellar"), a
manufacturer and distributor of in vitro diagnostic products and
Page 11
<PAGE>
research reagents. Reagents are individual components of diagnostic
products, such as antibodies, calibrators and serum used in the
biotechnology industry. 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 up to $650,000 in Class A Common Stock to
be paid over three years based upon future sales levels of Stellar, with
the Class A Common Stock to be valued at its market value on the
acquisition agreement anniversary dates. The Company made a contingent
payment of $150,000 in Class A Common Stock (131,118 shares) as of April
23, 1999 representing the first contingent payment. This amount was
charged to Intangible assets and is being amortized over 10 years.
Results of Stellar are included in the Company's results of operations
only since its April 23, 1998 acquisition by the Company.
Liquidity and Capital Resources
ABS intends to continue to make substantial expenditures for
research and product development in the neurobiology program and in the
development and commercialization of a point of care format for TpP , as
well as in the FDA approval process relating to additional 510(k)
filings for TpP , FiF and Stellar's products.
However, as of June 30, 1999, ABS had working capital of $641,000,
compared to $2,947,000 at December 31, 1998. The Company has
implemented a cash conservation plan which includes salary deferrals by
executive officers and other employees ranging from 5% to 100% of
salary. In addition, non-essential projects and consultants have been
terminated or have agreed to other methods of payment for services
including the issuance of stock or are expected to agree to defer
payments. ABS' management believes that current working capital and
loans and or an equity investment which the Company's Chairman has indicated
a willingness to make to the Company, along with other financing and technology
licensing fees and collaborative fees which the Company is seeking would be
sufficient to fund its planned activities through the first quarter of 2000.
The Company is seeking to license TpP and its ABS 103 neurobiology compound
to large pharmaceutical companies in order to provide additional funding
Page 12
<PAGE>
and clinical expertise, to perform additional testing necessary to
obtain regulatory approvals, to provide manufacturing expertise and to
market ABS' products. Without significant licensing or co-marketing
arrangements, additional sources of funding will be required to finance
ABS longer term. There can be no assurances that any funding will be
available or, if available, the terms thereof.
The Company's cash and cash equivalents decreased by $2,593,000 to
$454,000 during the six months ended June 30, 1999, primarily because
cash used in operations of $2,775,000 and investing activities of
$368,000 exceeded net cash provided by financing activities of $550,000.
Net cash of $2,775,000 was used in operations to fund the Company's cash
loss from operations of $2,566,000 (net of non cash expenses of $164,000
for depreciation and amortization, and $291,000 incurred as a result of
the issuance of stock and warrants for services). Net cash of $209,000
was used by changes in operating assets and liabilities as a result of
an increase in other current assets ($145,000) due to a contractual loan
made to the President/CEO of $100,000 as part of the inducement to him
to join the Company, a receivable of $29,000 from the National Institute
of Health (NIH), an increase in inventory ($58,000) and an increase in
accounts receivable ($39,000), partially offset by a decrease in other
assets ($7,000) and an increase in accounts payable ($26,000). Cash
used in investing activities was for the purchase of fixed assets
($19,000) and capitalized patent costs ($349,000) primarily for
neurobiology compounds. Financing activities provided $550,000 as a
result of the purchase by the Company's Chairman of 440,000 shares of
Class A Common Stock for $495,000, the purchase by the Company's
President/CEO of 82,000 shares of Class A Common Stock for $82,000, and
the exercise of stock options, offset in part, by payments under capital
lease obligations and notes payable.
Page 13
<PAGE>
Results of Operations
The Company has completed the relocation of its R&D facility and
antigen free mouse colony from Boston, Massachusetts to Maryland, where
R&D operations have been integrated with Stellar's facilities. The
relocation has reduced personnel costs, as well as rent and maintenance
costs.
Three Months Ended June 30, 1999
The Company's net loss of $1,550,000 for the second quarter ended
June 30, 1999 increased by $54,000 from a net loss of $1,496,000 for the
second quarter ended June 30, 1998. The increase in the net loss was
primarily due to increased selling, general and administrative expenses
of $174,000, a decrease in gross profit of $25,000 and lower investment
income of $77,000, partially offset by a decrease in research and
development expenses of $60,000, the portion of an NIH grant earned
during the quarter ($39,000) and reduced interest expense of $123,000.
Revenue during the second quarter of 1999 was primarily from sales
of Stellar products. Sales of TpP and FiF diagnostic kits were slightly
higher during the second quarter of 1999 as compared to the second
quarter of 1998. Collaborative agreement revenue of $39,000 reflects
the earned portion of an NIH grant. The Company obtained a grant of
$135,000 from the NIH National Institute on Aging for additional studies
of the Company's neurobiology compound ABS 205. The study has been
completed and the final report is expected to be submitted during the
fourth quarter of 1999.
Research and development expenses decreased by $60,000, from
$580,000 to $520,000, primarily due to the consolidation of R&D
operations in Stellar's facilities which resulted in savings in
personnel costs, rent and maintenance costs, partially offset by the
inclusion of Stellar's costs for the full three month period in 1999
compared to approximately two months in 1998, increases in Stellar's
Page 14
<PAGE>
research and development costs relating to FDA 510(k) filings and
continued TpP point of care development and clinical costs.
Selling, general and administrative expenses increased by $174,000,
from $1,095,000 to $1,269,000, as a result of the inclusion of Stellar's
selling and general expenses for the full three months in 1999 compared
to approximately two months in 1998, increases in the cost of investor
relations, the noncash value of warrants issued for services and
increases in travel and meeting costs.
Interest expense decreased by $123,000, from $127,000 to $4,000,
resulting from the absence of convertible debentures which were
repurchased in the fourth quarter of fiscal 1998.
Investment income decreased by $77,000, from $85,000 in the second
quarter of 1998 to $8,000 in 1999, as a result of lower average cash
balances.
Six Months Ended June 30, 1999
The Company's net loss of $3,021,000 for the six months ended June
30, 1999 increased by $108,000 from a net loss of $2,913,000 for the six
months ended June 30, 1998. The increase in the net loss was primarily
due to increased selling, general and administrative expenses of
$324,000, and lower investment income of $143,000, partially offset by
an increase in gross profit of $71,000, a decrease in research and
development expenses of $38,000, the portion of an NIH grant earned
during the six months ($79,000) and reduced interest expense of
$171,000.
The increase in sales during the six months ended June 30, 1999 of
$194,000 was primarily due to sales of Stellar products. Partially
offsetting this increase were lower sales of TpP and FiF diagnostic kits
during the six month period of 1999 as compared to the first six months
of 1998 due to a continued slow market acceptance of the current test
format. Sales of TpP during the first quarter of 1998 was the result of
distributors initial stocking of the product. The collaborative
Page 15
<PAGE>
agreement revenue of $79,000 reflects the earned portion of an NIH
grant. The Company obtained a grant of $135,000 from the NIH National
Institute on Aging for additional studies of the Company's neurobiology
compound ABS 205. The study has been completed and the final report is
expected to be submitted during the fourth quarter of 1999.
Research and development expenses decreased by $38,000, from
$1,076,000 to $1,038,000, primarily due to the consolidation of R&D
facilities offset in part by the inclusion of Stellar's costs for the
full six month period of 1999 compared to approximately two months in
1998, increases in Stellar's post-acquisition research and development
costs relating to FDA 510(k) filings and continued TpP point of care
development and clinical costs.
Selling, general and administrative expenses increased by $324,000,
from $2,131,000 to $2,455,000, as a result of the inclusion of Stellar's
selling and general expenses for the full six month period of 1999
compared to approximately two months of 1998, increases in the cost of
investor relations and the noncash value of warrants issued for services
offset, in part, by a reduction in other consulting costs.
Interest expense decreased by $171,000, from $176,000 to $5,000,
resulting from the absence of convertible debentures which were
repurchased in the fourth quarter of fiscal 1998.
Investment income decreased by $143,000, from $171,000 in the six
month period of 1998 to $28,000 in 1999, as a result of lower average
cash balances.
Year 2000
State of Readiness:The Year 2000 problem is the result of some
computer programs being written using two-digits rather than four to
define the applicable year. Therefore, it is possible that programs
that have time-sensitive software may recognize a date using "00" as the
year 1900 rather than the year 2000, which could result in a system
Page 16
<PAGE>
failure or miscalculation. ABS uses software developed and supported by
third parties for various applications, including financial reporting,
sales, purchasing and inventory, which will require upgrade. ABS has
assessed the impact of the Year 2000 issue on its information systems.
The Company believes that the upgrade can be completed within one month
through the purchase of readily available software. The Company has
delayed purchasing and installing this software in order to conserve
cash.
In addition, ABS may face some risk to the extent that suppliers of
products and others with whom ABS has a material business relationship
will not be Year 2000 compliant. Accordingly, ABS has initiated formal
communications with significant suppliers and third parties in order to
determine the extent to which ABS may be vulnerable to the failure of
these suppliers and third parties to remediate their own Year 2000
issues. The Company has received written responses from its material
suppliers and service providers which indicate that they are Year 2000
compliant. ABS is not dependent upon any one supplier and believes
that it could readily replace non-compliant suppliers should that become
necessary.
ABS has also reviewed its non-information technology systems to
determine the extent of any changes that may be necessary and currently
believes that minimal changes are necessary for Year 2000 compliance.
Costs: The Company currently estimates that the cost of the Year
2000 project will not exceed $50,000. This cost estimate may change as
ABS progresses in its Year 2000 project, obtains additional information
and conducts further testing.
Risks: ABS is not aware, at this time, of any Year 2000 non-
compliance that it anticipates will not be cured by the end of 1999 and
that will materially affect ABS. However, some risks that ABS faces
include: the failure of internal information systems, a slow down in
receipt of manufactured product and in customers' ability to make
payments.
Page 17
<PAGE>
Contingency Plans: ABS believes that, on a continency basis, it can
operate its financial reporting, sales, purchasing and inventory systems
on a manual basis.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The Company's available cash is invested in highly liquid
investments (primarily United States Treasury Bills) which have a
maturity, at the time of purchase, of less than three months. ABS does
not have operations subject to risks of foreign currency fluctuations,
nor does it use derivative financial instruments in its operations. ABS
does not have exposure to market risks associated with changes in
interest rates as it has no variable interest rate debt outstanding.
ABS does not believe it has any other material exposure to market risks
associated with interest rates.
PART II
OTHER INFORMATION
Item 2. Changes in Securities
In connection with a lease agreement for its Boston research
facility, the lease for which was terminated on June 30, 1999, the
Company was entitled at its option to 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 was computed using the
average market price of the Company's Class A Common Stock during the
ten days prior to issuance. The Warrant Shares are exercisable during
a period of four years from the date of issuance at an exercise price
equal to the closing price of the underlying Class A Common Stock on the
date the warrant was issued. Pursuant thereto, for the three months
ended February 26, 1999, on May 17, 1999 the Company issued 29,850
shares of Class A Common Stock and a warrant to purchase 29,850 shares
of Class A Common Stock at an exercise price of $1.28 per share. No
shares or warrants were issued with respect to the period after February
26, 1999. In connection with such acquisition, the landlord agreed to
Page 18
<PAGE>
acquire the Issued Shares, the Warrant and the Warrant Shares for
investment and not with a view to the distribution of such securities.
In connection therewith, the Company has granted the landlord certain
rights to cause the Warrant Shares to be registered under the Securities
Act of 1933, as amended (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.
During the six months ended June 30, 1999, the Company issued an
aggregate of 47,606 Class A Common Stock to two consultants in partial
consideration for services rendered, valued at $53,000. In connection
with such issuances, the consultants agreed to acquire the shares issued
to them for investment only and not with a view to the distribution of
such securities. The Company believes that the exemption from
registration afforded by Section 4(2) of the Act is applicable to the
issuance of such securities.
During the six months ended June 30, 1999, the Company issued a
warrant to an investor relations firm to purchase up to 300,000 shares
of Class A Common Stock. The warrant is exercisable until January 19,
2004 at an exercise price of $1.00 per share, with vesting based on the
achievement of certain goals. In connection with such issuance, the
investor relations firm agreed to acquire the warrant and any shares of
Class A Common Stock that may be issued upon the exercise of the warrant
for investment and not with a view to the distribution of such shares.
In connection therewith, the Company has granted the investor relations
firm certain rights to cause the shares issuable upon the exercise of
the warrant 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.
Page 19
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's 1999 Annual Meeting of Stockholders held on June 15,
1999 the following matters were voted on:
(a) The following eight directors to serve until the next annual
meeting of stockholders and until their respective successors are
elected and qualified by the following vote:
Voting Authority
For Withheld
Alfred J. Roach 56,209,481 982,589
John S. North 56,901,703 290,367
Ellena M. Byrne 56,837,303 354,767
Timothy J. Roach 56,361,808 830,262
Gustav V. R. Born 56,435,855 756,215
Glenna M. Crooks 56,876,158 315,912
Joseph C. Hogan 56,712,703 479,367
William G. Sharwell 56,716,703 475,367
(b) Adopted an amendment to the Company's Certificate of
Incorporation to increase the number of shares of Class A Common Stock
which the Company is authorized to issue from 50,000,000 to 100,000,000
shares by the following votes:
Class A Common Stock voting as a separate class:
For Against Abstain
24,790,809 2,276,231 125,030
Page 20
<PAGE>
Class A and Class B voting as one class:
For Against Abstain
54,790,809 2,276,231 125,030
(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 2,000,000 to 4,000,000 shares by the following vote:
Broker
For Against Abstain Non Votes
41,879,753 3,073,536 146,621 12,092,160
(d) Adopted an amendment to the Company's 1996 Stock Option Plan to
increase the number of shares that may be subject to options granted to
any one optionee in any calendar year from 150,000 to 500,000 shares by
the following vote:
Broker
For Against Abstain Non Votes
54,345,068 2,366,158 142,055 338,789
(e) Ratified the selection of Arthur Andersen LLP to serve as the
Company's independent auditors for the year ending December 31, 1999 by
the following vote:
For Against Abstain
57,013,105 109,469 69,496
Each matter was approved by the vote of Class A and Class B Common
Stock stockholders voting together as one class, with each share of
Class A having one vote and each share of Class B having ten votes,
except that the proposal to amend the Company's Certificate of
Incorporation to increase the number of shares of Class A Common Stock
Page 21
<PAGE>
which the Company is authorized to issue was also approved by the vote
of Class A Common Stock stockholders voting as a separate class.
Item 5. Other Events
At the annual meeting of the Board of Directors, following the annual
meeting of the Stockholders on June 15, 1999, the Board elected the
following as the executive officers of the Company.
Name Position
Alfred J. Roach Chairman of the Board
John S. North President and Chief Executive Officer
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
No reports on Form 8-K were filed for the quarter covered
by this Report.
Page 22
<PAGE>
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, 1999 /s/ Josef C. Schoell
Josef C. Schoell
Vice President, Finance
(Principal Financial and
Accounting Officer)
Page 23
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SIX MONTH YEAR TO DATE SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM AMERICAN BIOGENETIC SCIENCES, INC. 1999 10-Q FOR THE SECOND
QUARTER ENDED JUNE 30, 1999.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 454,000
<SECURITIES> 0
<RECEIVABLES> 216,000
<ALLOWANCES> 0
<INVENTORY> 603,000
<CURRENT-ASSETS> 1,458,000
<PP&E> 2,336,000
<DEPRECIATION> 1,794,000
<TOTAL-ASSETS> 4,610,000
<CURRENT-LIABILITIES> 817,000
<BONDS> 0
0
0
<COMMON> 39,000
<OTHER-SE> 3,710,000
<TOTAL-LIABILITY-AND-EQUITY> 4,610,000
<SALES> 635,000
<TOTAL-REVENUES> 714,000
<CGS> 265,000
<TOTAL-COSTS> 265,000
<OTHER-EXPENSES> 1,038,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,000
<INCOME-PRETAX> (3,021,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,021,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,021,000)
<EPS-BASIC> (.08)
<EPS-DILUTED> (.08)
</TABLE>
