SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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, 2000 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 incorporation (I.R.S. Employer
or organization) Identification No.)
1375 Akron Street 631-789-2600
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 4, 2000
Class A Common Stock, par value $.001 40,961,587
Class B Common Stock, par value $.001 3,000,000
Page 1
<PAGE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARIES
(a development stage company)
Form 10-Q for the Quarter Ended June 30, 2000
INDEX
Part I - FINANCIAL INFORMATION
Item 1: Financial Statements: Page No.
Consolidated Balance Sheets -
June 30, 2000 and December 31, 1999 3
Consolidated Statements of Operations -
Three and Six Months Ended June 30, 2000 and June 30, 1999
and For the Period from Inception (September 1, 1983)
Through June 30, 2000 4
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 2000 and June 30, 1999
and For the Period from Inception (September 1, 1983)
Through June 30, 2000 5
Consolidated Statements of Stockholders' Equity -
For the Period from Inception (September 1, 1983)
Through June 30, 2000 6 - 8
Notes to Consolidated Financial Statements 9 - 13
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations 13 - 18
Item 3: Quantitative and Qualitative Disclosures about Market Risk 18
Part II - OTHER INFORMATION
Item 2: Changes in Securities 19
Item 4. Submission of Matters to Vote of Security Holders 19 - 20
Item 5. Other Information 21
Item 6: Exhibits and Reports on Form 8-K 21
Signature 22
Page 2
<PAGE>
<TABLE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, December 31,
Assets 2000 1999
------------ ------------
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $3,112,000 $93,000
Accounts receivable 316,000 211,000
Inventory 538,000 511,000
Other current assets 65,000 76,000
------------ ------------
Total current assets 4,031,000 891,000
------------ ------------
Fixed assets, at cost, net of accumulated depreciation and
amortization of $1,896,000 and $1,840,000, respectively 422,000 476,000
Patent costs, net of accumulated
amortization of $571,000 and $502,000,
respectively 1,920,000 1,895,000
Intangible assets, net 639,000 657,000
Other assets 247,000 19,000
------------ ------------
$7,259,000 $3,938,000
============ ============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable and accrued expenses $558,000 $1,581,000
Current portion of notes payable 42,000 746,000
------------ ------------
Total current liabilities 600,000 2,327,000
------------ ------------
Long Term Liabilities:
Notes payable, less current portion 20,000 33,000
------------ ------------
Total liabilities 620,000 2,360,000
------------ ------------
Stockholders' Equity:
Series A convertible preferreed stock, par value $.001
per share; 10,000,000 shares authorized; 7,000 and 0
shares issued and outstanding, respectively - -
Class A common stock, par value $.001 per
share; 100,000,000 shares authorized;
40,937,422 and 36,918,510 shares issued
and outstanding, respectively 41,000 37,000
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 72,891,000 63,852,000
Deficit accumulated during the development stage (66,296,000) (62,314,000)
------------ ------------
Total stockholders' equity 6,639,000 1,578,000
------------ ------------
$7,259,000 $3,938,000
============ ============
The accompanying notes are an integral part of these consolidated balance sheets.
Page 3
</TABLE>
<PAGE>
<TABLE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARIES
(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,
2000 1999 2000 1999 2000
------------ ------------ -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Revenues:
Sales $461,000 $343,000 $844,000 $635,000 $3,552,000
Royalties / license fees - - 500,000 - 1,500,000
Collaborative agreements 15,000 39,000 91,000 79,000 475,000
------------ ------------ -------------- -------------- --------------
476,000 382,000 1,435,000 714,000 5,527,000
Expenses:
Cost of sales 132,000 147,000 288,000 265,000 1,383,000
Research and development 328,000 520,000 589,000 1,038,000 31,120,000
Selling, general and administrative 1,099,000 1,269,000 2,158,000 2,455,000 35,739,000
Facility consolidation cost - - - - 252,000
------------ ------------ -------------- -------------- --------------
Loss from operations (1,083,000) (1,554,000) (1,600,000) (3,044,000) (62,967,000)
------------ ------------ -------------- -------------- --------------
Other Income (Expense):
Interest expense (1,000) (4,000) (12,000) (5,000) (4,384,000)
Net gain on sale of fixed assets - - - - 11,000
Investment income 50,000 8,000 80,000 28,000 4,634,000
------------ ------------ -------------- -------------- --------------
Loss before extraordinary charge (1,034,000) (1,550,000) (1,532,000) (3,021,000) (62,706,000)
Extraordinary charge for early
retirement of debentures, net - - - - (1,140,000)
------------ ------------ -------------- -------------- --------------
Net loss ($1,034,000) ($1,550,000) ($1,532,000) ($3,021,000) ($63,846,000)
Preferred stock dividend related to warrants - - (2,450,000) - (2,450,000)
------------ ------------ -------------- -------------- --------------
Net loss attributable to common stockholders ($1,034,000) ($1,550,000) ($3,982,000) ($3,021,000) ($66,296,000)
============ ============ ============== ============== ==============
Per Share Information (Note 2):
Basic and Diluted net loss per share ($0.02) ($0.04) ($0.09) ($0.08)
============ ============ ============== ==============
Common shares used in computing
per share amounts:
Basic and Diluted 43,767,000 39,136,000 42,948,000 38,918,000
============ ============ ============== ==============
The accompanying notes are an integral part of these consolidated statements.
Page 4
</TABLE>
<PAGE>
<TABLE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARIES
(a development stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Period
From Inception
<CAPTION> (September 1,
Three Months Ended 1983)
-------------------------- Through
June 30, June 30, June 30,
2000 1999 2000
------------ ------------ --------------
<S> <C> <C> <C>
Cash Flows From Operating Activities:
Net loss ($1,532,000) ($3,021,000) ($63,846,000)
Adjustments to reconcile net (loss) to net cash
provided by or (used) in operating activities:
Depreciation and amortization 163,000 164,000 3,203,000
Net gain on sale of fixed assets - - (11,000)
Net gain on sale of marketable securities - - (217,000)
Other non-cash expenses accrued primarily for stocks and warrants 154,000 291,000 2,698,000
Amortization of debt discount included in interest expense - - 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 (105,000) (39,000) (208,000)
(Increase) decrease in inventory (27,000) (58,000) (380,000)
(Increase) decrease in other current assets 11,000 (145,000) (65,000)
(Increase) decrease in other assets - 7,000 80,000
Increase (decrease) in accounts payable and accrued expenses (1,023,000) 26,000 793,000
Increase in interest payable to stockholder 8,000 - 120,000
------------ ------------ --------------
Net cash provided by (used in) operating activities (2,351,000) (2,775,000) (54,440,000)
------------ ------------ --------------
Cash Flows From Investing Activities:
Capital expenditures (2,000) (19,000) (2,058,000)
Proceeds from sale of fixed assets - - 22,000
Payments for patent costs and other assets (94,000) (349,000) (2,561,000)
Business acquisition, net of stock issued and cash acquired - - (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 (96,000) (368,000) (4,499,000)
------------ ------------ --------------
Cash Flows From Financing Activities:
Payments to debentureholders - - (2,246,000)
Proceeds from issuance of common stock, net 2,691,000 580,000 42,835,000
Proceeds from issuance of Series A convertible preferred stock 3,000,000 - 3,000,000
Proceeds from issuance of 5% convertible debentures, net - - 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 (15,000) (30,000) (129,000)
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 81,000 - 3,452,000
Repayment of loans payable to stockholder and affiliates
(remainder contributed to capital by the stockholder) (291,000) - (1,591,000)
------------ ------------ --------------
Net cash provided by (used in) financing activities 5,466,000 550,000 62,051,000
------------ ------------ --------------
Net Increase (Decrease) in Cash and Cash Equivalents 3,019,000 (2,593,000) 3,112,000
Cash and Cash Equivalents at Beginning of Period 93,000 3,047,000 -
------------ ------------ --------------
Cash and Cash Equivalents at End of Period $3,112,000 $454,000 $3,112,000
============ ============ ==============
Supplemental Disclosure of Noncash Activities:
Capital expenditures made under capital lease obligation - - $20,000
============ ============ ==============
Convertible Debentures converted into 0, 0,
and 10,470,583 shares of Common Stock, respectively - - $14,658,000
============ ============ ==============
Warrants issued $2,792,000 $264,000 $3,644,000
============ ============ ==============
Conversion of stockholder loan to preferred stock or paid-in capital $500,000 - $1,981,000
============ ============ ==============
The accompanying notes are an integral part of these consolidated statements.
Page 5
</TABLE>
<PAGE>
<TABLE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARIES
(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 5,250 - - -
Expense for warrants issued - - - -
Class A Common Stock issued 0.50 913,704 1,000 - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, DECEMBER 31, 1999 36,918,510 37,000 3,000,000 3,000
------------ ------------- ----------- -----------
Sale of Series A Convertible Preferred Stock - - - -
Warrants issued with the Convertible Preferred Stock - - - -
Preferred stock dividend related to warrants - - - -
Exercise of stock options and warrants 1.00 1,188,842 1,000 - -
Expense for warrants issued - - - -
Class A Common Stock issued 0.55 2,830,070 3,000 - -
Net (loss) for the period - - - -
------------ ------------- ----------- -----------
BALANCE, JUNE 30, 2000 40,937,422 $41,000 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 SUBSIDIARIES
(a development stage company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
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 376,000 - 376,000
Class A Common Stock issued 458,000 - 459,000
Net (loss) for the period - (5,351,000) (5,351,000)
------------ ------------- -----------
BALANCE, DECEMBER 31, 1999 63,852,000 (62,314,000) 1,578,000
------------ ------------- -----------
Sale of Series A Convertible Preferred Stock 3,500,000 - 3,500,000
Warrants issued with the Convertible Preferred Stock 2,450,000 - 2,450,000
Preferred stock dividend relating to warrants - (2,450,000) (2,450,000)
Exercise of stock options and warrants 1,190,000 - 1,191,000
Expense for warrants issued 342,000 - 342,000
Class A Common Stock issued 1,557,000 - 1,560,000
Net (loss) for the period - (1,532,000) (1,532,000)
------------ ------------- -----------
BALANCE, JUNE 30, 2000 $72,891,000 ($66,296,000) $6,639,000
============ ============= ===========
The accompanying notes are an integral part of these consolidated statements.
CONTINUED
Page - 8 (column continuation)
</TABLE>
<PAGE>
AMERICAN BIOGENETIC SCIENCES, INC. AND SUBSIDIARIES
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 2000
(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, 2000 and results of operations for the three and six
months ended June 30, 2000 and June 30, 1999. 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, 1999. The results of operations for the three and six months
ended June 30, 2000 are not necessarily indicative of the results for the
full year.
(2)NET LOSS PER COMMON SHARE
The Company follows the provisions of Statement of Financial Accounting
Standards ("SFAS") No. 128 "Earnings Per Share". In accordance with SFAS No.
128 basic net loss per common share ("Basic EPS") is computed by dividing net
loss attributable to common stockholders by the weighted average number of
common shares outstanding. Diluted net loss per common share ("Diluted EPS")
is computed by dividing net loss attributable to common stockholders by the
weighted average number of common shares and dilutive potential common shares
then outstanding. The provisions of SFAS No. 128 require the presentation of
both Basic EPS and Diluted EPS on the face of the consolidated statements of
operations. Diluted EPS for 2000 and 1999 is the same as Basic EPS because
Page 9
<PAGE>
the inclusion of stock options, warrants and the conversion of series A
preferred stock outstanding would be antidilutive.
(3)INVENTORY
Inventory consists of the following:
June 30, December 31,
2000 1999
Raw Materials $325,000 $334,000
Work in Process 102,000 71,000
Finished Goods 101,000 106,000
-------- --------
$538,000 $511,000
(4)STOCKHOLDERS' EQUITY
Private Placement
On December 31, 1999 the Company and Biotechnology Value Fund, L.P.
("BVF") signed a letter agreement, subject to negotiation of definitive
agreements, authorization of preferred stock and certain other matters, for
BVF to invest between $2 and $3 million for the purchase of between 4,000 and
6,000 shares of Series A Convertible Preferred Stock (the "Preferred Stock")
and related Warrants.
When the Company and BVF began negotiating the definitive agreements for
the sale transaction in January 2000, in order to induce BVF to purchase the
full $3 million, at the suggestion of BVF, the Company's Chairman Mr. Roach
agreed that rather than demand repayment of his demand notes, he would
convert $500,000 of the approximately $776,000 plus accrued interest owed to
him into an additional investment in the Company on terms identical to the
terms previously negotiated with BVF and that the balance of the amount owed
him (approximately $276,000 of principal) could be repaid at the rate of
$100,000 of principal and interest per month until repaid in full.
Accordingly, $500,000 of the amount owed Mr. Roach was converted into 1,000
shares of Preferred Stock and 1,000,000 Warrants.
Page 10
<PAGE>
The Company entered into a Securities Purchase Agreement dated as of
February 3, 2000 with BVF and Mr. Roach relating to the issuance of the 7,000
shares of Preferred Stock and Warrants for 7,000,000 shares of Class A Common
Stock. On February 7, 2000, BVF loaned $3,000,000 to the Company, equaling
the purchase price for 6,000 shares of Preferred Stock and 6,000,000
Warrants. On March 3, 2000, after receiving stockholder consent to the
proposed sale, the Company repaid BVF's loan and $500,000 of the Company's
indebtedness to Mr. Roach by issuing 6,000 shares of Preferred Stock and
6,000,000 Warrants to BVF and 1,000 shares of Preferred Stock and 1,000,000
Warrants to Mr. Roach.
The Shares of Preferred Stock: (i) have the right to participate with
dividends declared on the Common Stock, if, as and when declared, on an as-
converted basis; (ii) contain customary anti-dilution adjustments for
mechanical adjustments in the event of stock splits and similar transactions;
(iii) contain restrictions on subsequent issuances of other preferred stock
ranking equal to or superior to the Preferred Stock without the consent of
the holders of a majority of such Preferred Stock; (iv) have a liquidation
preference equal to the original issue price of the Preferred Stock, plus
any accrued and unpaid dividends; (v) will not be entitled to vote except as
a separate class when its rights are affected; and (vi) will be convertible
at any time after the original issue date at the option of the holder. Each
share of Preferred Stock initially will be convertible into 1,000 shares of
Class A Common Stock, or a conversion price of $.50 per share of Class A
Common Stock.
Under the terms of the Securities Purchase Agreement, the Company also
entered into a Registration Agreement under which it agreed to file a
registration statement within 60 days after closing, registering the Class A
Common Stock issuable upon conversion of the Preferred Stock or exercise of
the Warrants and to use its best efforts to cause that registration to become
effective within 120 days after closing. The Company agreed to bear the
expenses of such registration. The Company filed the Form S-3 registration
statement on May 2, 2000, which became effective on June 30, 2000.
The 7,000,000 warrants are exercisable for a period of no more than five
years at $1.00 per share. The fair value of these warrants as determined
using an option-pricing model ($2,450,000), was treated as a noncash
preferred dividend for purposes of computing the net loss attributable to
common stockholders. The following assumptions were used for this fair value
Page 11
<PAGE>
computation: dividend yield of 0%, volatility of 106%, risk-free interest
rate of 5.0% and expected lives of 5 years.
Stock Options - The following summarizes the stock option activity in all
stock option plans for the three months ended June 30, 2000.
Weighted Avg.
Option
Shares Price
Granted 35,000 $1.49
Exercised 420,915 $ .33
Cancelled 18,000 $4.35
Expired 145,000 $1.93
Each option entitles the holder to purchase one share of Class A Common Stock
of the Company.
Other Shares and Warrants -
On January 27, 2000, the Company entered into an Exclusive License
Agreement with Abbott Laboratories ("Abbott") under which the Company granted
to Abbott an exclusive worldwide license to its ABS-103 compound, related
technology and patent rights. The Exclusive License Agreement gives Abbott
the exclusive right to develop and market the compound, which presently is in
the pre-clinical stage. In consideration for the license grant and in
addition to customary royalties on sales, Abbott paid the Company an initial
license fee of $500,000 and agreed to pay additional milestone payments
aggregating up to $17 million, depending upon successfully reaching
development milestones, generally by indication. In connection with the
entering into of the Exclusive License Agreement, the Company and Abbott also
entered into a Stock Purchase Agreement dated January 27, 2000 pursuant to
which Abbott purchased 2,782,931 shares (the "Abbott Shares") of the
Company's Class A Common Stock for $1,500,000.
The Company also entered into a Registration Rights Agreement with
Abbott pursuant to which, among other things, the Company agreed to register
the Abbott Shares under the Securities Act of 1933, as amended, upon Abbott's
request at any time after the first anniversary of the sale and to include
the Abbott Shares in any other registration of the Company's securities under
the Securities Act after that date. All expenses of registration of the
Page 12
<PAGE>
Abbott Shares, other than underwriting discounts, selling commissions and
fees and disbursements of counsel for Abbott, are to be borne by the Company.
Pursuant to an investor relations agreement renewed in March 2000, the
Company issued a warrant to the investor relations firm to purchase up to
300,000 shares of Class A Common Stock at $3.00 per share for two 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 $342,000 which is being amortized over the one year service period
of the agreement. The following assumptions were used for this fair value
computation: dividend yield of 0%, volatility of 106%, risk-free interest
rate of 6.5% and expected lives of 2 years.
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.
Overview
ABS is a development stage company incorporated in September 1983. To
date, ABS has launched two commercial products (TpP, ABS' Thrombus Precursor
Protein diagnostic test, and FiF, ABS' Functional Intact Fibrinogen
diagnostic test), although it has not yet 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 research reagents. Reagents are individual components of diagnostic
products, such as antibodies, calibrators and serum used in the biotechnology
Page 13
<PAGE>
industry. The purchase price was $120,000 in cash and $700,000 in Class A
Common Stock at the market value on the acquisition date (398,406 shares),
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, with the
Class A Common Stock to be valued at its market value on the acquisition
agreement anniversary dates. On April 23, 1999, the Company made the first
contingent payment of $150,000 in Class A Common Stock (131,118 shares). On
April 24, 2000, the Company made the second contingent payment of $20,000 in
Class A Common Stock (10,811 shares).
On January 27, 2000, ABS granted to Abbott an exclusive worldwide
license to its ABS-103 neurocompound. In consideration for the license,
Abbott paid ABS an initial license fee of $500,000 and agreed to pay up to
$17 million of milestone payments depending upon successfully reaching
development milestones plus customary royalties on commercial sales. In
addition, Abbott purchased 2,782,931 Class A Common Stock for $1.5 million.
On February 3, 2000, ABS entered into a Securities Purchase Agreement
with Biotechnology Value Fund and the Company's Chairman Mr. Roach relating
to the issuance of Series A Convertible Preferred Stock plus warrants for a
total of $3.5 million. See Note 4 of the Notes to Consolidated Financial
Statements on page 10 of this Form 10Q for a more detailed description of
this transaction.
Liquidity and Capital Resources
The Company has funded its research and development activities to date
principally from (i) the sale of Common Stock issued in an initial public
offering, (ii) the exercise of the Class A and Class B Warrants issued in the
initial public offering, (iii) private placements of Convertible Debentures,
Series A Convertible Preferred Stock and Class A Common Stock, (iv) the
exercise of stock options and warrants, (v) capital contributions to ABS by
it's Chairman of the Board, (vi) initial license fee payments and fees from
collaborative contract services and (vii) the income on funds invested in
bank deposits, United States Treasury bills and notes and other high grade
liquid investments.
Page 14
<PAGE>
ABS expects to continue to incur substantial expenditures in research
and product development in the neurobiology program and in the development
and commercialization of a rapid assay format for TpP, as well as in the FDA
approval process relating to additional 510(k) filings for TpP and Stellar's
products.
As of June 30, 2000, ABS had working capital of $3,431,000, compared to
a negative working capital of $1,436,000 as of December 31, 1999. ABS'
management believes that current working capital, together with the receipt
of additional licensing fees and milestone payments projected to be received
within the next nine months, will be sufficient to fund its planned
activities through the first quarter of 2001. Currently, product development
plans include licensing TpP and the ABS-205 neurobiology compound to large
pharmaceutical companies to provide additional funding, perform additional
testing necessary to obtain regulatory approvals and provide clinical,
manufacturing and marketing expertise. Without such licensing fees,
milestone payments or co-marketing arrangements, additional sources of
funding may be required to finance ABS activities beyond the first quarter of
2001.
The Company's cash and cash equivalents increased by $3,019,000 to
$3,112,000 during the six months ended June 30, 2000, primarily from
financing activities ($5,466,000) offset by cash used in operations
($2,351,000) and investing activities ($96,000). Net cash of $2,351,000 was
used in operations to fund the Company's cash loss from operations of
$1,215,000 (net of non cash expenses of $163,000 for depreciation and
amortization, and $154,000 incurred in connection with the issuance of stock
and warrants). Net cash of $1,136,000 was used by changes in operating
assets and liabilities primarily as a result of a decrease in accounts
payable and accrued expenses ($1,023,000), an increase in accounts receivable
($105,000), an increase in inventory ($27,000), partially offset by an
decrease in other current assets ($11,000) and an increase in interest
payable to stockholder ($8,000). Cash used in investing activities was for
capitalized patent costs ($94,000) primarily for neurobiology compounds and
the purchase of equipment ($2,000). Financing activities provided $5,466,000
as a result of the cash proceeds from the sale of Series A Convertible
Preferred Stock ($3,000,000), the sale of Class A Common Stock to Abbott
($1,500,000), the exercise of stock options and warrants ($1,191,000),
additional loans from the Company's Chairman ($81,000), offset by the
repayment of loans to the Company's Chairman of $291,000 ($500,000 of the
Page 15
<PAGE>
loan payable to the Chairman was converted into Series A Convertible
Preferred Stock) and payments of other notes payable ($15,000).
Results of Operations
Three Months Ended June 30, 2000
The Company's net loss of $1,034,000 for the second quarter ended June
30, 2000 decreased by $516,000 from a net loss of $1,550,000 for the second
quarter ended June 30, 1999. The decrease in the net loss was from increased
sales ($118,000) and improved gross margins, reduced research and development
expenses ($192,000), reduced selling, general and administration expenses
($170,000) and increased investment income ($42,000).
Revenue during the second quarter of 2000 was primarily from sales of
Stellar products. Stellar sales increased 32% primarily from U.S. sales of
reagents. Sales of TpP diagnostic kits were slightly higher during the
second quarter of 2000 as compared to the second quarter of 1999.
Collaborative agreement revenue of $15,000 reflects contracted research
projects during the second quarter of 2000 compared to an NIH grant project
during the 1999 period.
Cost of Sales decreased $15,000 during the second quarter of 2000 from
the 1999 quarter. Cost of Sales as a percentage of sales improved from 43%
during the 1999 quarter to 29% during the 2000 quarter resulting from
manufacturing efficiency at the Stellar facility on both Stellar products and
in house production of TpP kits.
Research and development expenses decreased by $192,000, from $520,000
to $328,000, 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 increases in Stellar's research and
development costs and continued TpP point of care development costs.
Page 16
<PAGE>
Selling, general and administrative expenses decreased by $170,000, from
$1,269,000 to $1,099,000, as a result of a decrease in personnel, a decrease
in investor relations expenses during the quarter offset by increases in
marketing and advertising expenses of Stellar, higher shareholder relations
costs and consulting costs.
Investment income increased by $42,000, from $8,000 in the second
quarter of 1999 to $50,000 in 2000, as a result of higher average cash
balances.
Six Months Ended June 30, 2000
The Company's net loss of $1,532,000 for the six months ended June 30,
2000 decreased by $1,489,000 from a net loss of $3,021,000 for the six months
ended June 30, 1999. The decrease in the net loss is attributable to the
license fee of $500,000 received under the Abbott license agreement, reduced
R&D and SG&A expenses and increased sales and collaborative agreement
revenues.
The increase in sales during the six months of 2000 of $209,000 was
primarily from sales of Stellar products. Sales of TpP diagnostic kits
remained flat.
Cost of Sales increased $23,000 during the six months of 2000 over the
same period in 1999, as a result of increased sales. Cost of Sales as a
percentage of sales improved from 42% during the six months of 1999 to 34%
during the six months of 2000 resulting from manufacturing efficiency at the
Stellar facility on both Stellar products and in house production of TpP
kits.
Research and development expenses decreased by $449,000, from $1,038,000
to $589,000, primarily from cost savings implemented in 1999 and continued
during the first and second quarters of 2000, as well as the cost savings
associated with the consolidation of operations at Stellar and reduced costs
relating to the ABS-103 neurobiology compound which was licensed to Abbott.
Selling, general and administrative expenses decreased by $297,000, from
$2,455,000 to $2,158,000, as a result of reduced personnel costs and other
general costs associated with the cost savings implemented in 1999, a
Page 17
<PAGE>
decrease in investor relations cost, offset in part, by increased
professional costs relating to the Abbott license agreement and Series A
Convertible Preferred Stock issuance.
Interest expense increased by $7,000, from $5,000 to $12,000, resulting
primarily from the loans payable to the Company's Chairman.
Investment income increased by $52,000, from $28,000 in six months of
1999 to $80,000 in six months of 2000, as a result of higher average cash
balances.
Preferred stock dividend related to warrants of $2,450,000 represents
the noncash fair value of the warrants issued to BVF and Mr. Roach ,
determined by using an option-pricing model, in the private placement. See
Note 4 of the Notes to Consolidated Financial Statements starting on page 10
of this Form 10-Q for a more detailed description of this transaction.
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.
Page 18
<PAGE>
PART II
OTHER INFORMATION
Item 2. Changes in Securities
During the quarter ended June 30, 2000, the Company issued 10,811
shares of Class A Common Stock to the sellers of Stellar in satisfaction of
the second contingent payment obligation of $20,000 under the terms of the
April 1998 agreement for the purchase of that business. Under the agreement,
the sellers 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 Securities Act of 1933 is applicable to the issuance of such shares.
Item 4. Submission of Matters to a Vote of Security Holders
At the Company's 2000 Annual Meeting of Stockholders held on June 13,
2000 the following matters were voted on:
(a) Election of the following seven persons to serve as directors 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 65,331,315 537,220
John S. North 65,331,720 536,815
Ellena M. Byrne 65,331,720 536,815
Glenna M. Crooks 65,331,720 536,815
Joseph C. Hogan 65,331,720 536,815
Timothy J. Roach 65,331,315 537,220
Gustav V. R. Born 65,331,720 536,815
Page 19
<PAGE>
On July 11, 2000, Dr. Born tendered his resignation as a director. Dr.
Born has agreed to continue to serve on the Company's Scientific Advisory
Committee.
(b) Approval of the Company's 2000 Stock Option Plan:
Broker
For Against Abstain Non Votes
43,395,748 1,250,221 96,447 21,126,119
(c) Adoption of amendments to the Company's 1993 Non-Employee Director
Stock Option Plan as described in the Company's Proxy Statement by the
following vote:
Broker
For Against Abstain Non Votes
42,915,432 1,716,226 109,7582 1,127,119
(d) Ratification of the selection of Arthur Andersen LLP to serve as
the Company's independent auditors for the year ending December 31, 2000 by
the following vote:
For Against Abstain
65,084,475 684,473 83,889
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.
Page 20
<PAGE>
Item 5. Other Information
At the annual meeting of the Board of Directors following the annual
meeting of the Stockholders on June 13, 2000, the Board elected the following
persons to serve 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, CFO
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 a report on Form 8-K dated July 11, 2000
(date of earliest event reported) on July 27, 2000, reporting
under Item 5, Other Events, relating to the Company's
relisting on Nasdaq Small Cap Market.
Page 21
<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 10, 2000 /s/ Josef C. Schoell
Josef C. Schoell
Vice President, Finance
(Principal Financial and
Accounting Officer)
