U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB/A-1
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the quarterly period ended July 31, 1998.
[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934.
For the transition period from to
Commission File Number: 0-28666
AMERICAN BIO MEDICA CORPORATION
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(Exact name of small business issuer as specified in its charter)
New York 14-1702188
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(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
300 Fairview Avenue, Hudson, New York 12534
-------------------------------------------
(Address of principal executive offices)
800-227-1243
---------------------------
(Issuer's telephone number)
(Not Applicable)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer
(1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date:
14,406,495 Common Shares as of August 31, 1998
2,250 Convertible Series "D" Preferred Shares as of August 31, 1998
Transitional Small Business Disclosure Format Yes [ ] No [X]
<PAGE>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed financial statements for the period ended July 31, 1998
included herein have been prepared by American Bio Medica Corporation, (the
"Company") without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (the "Commission"). In the opinion of
management, the statements include all adjustments necessary to present fairly
the financial position of the Company as of July 31, 1998 and the results of
operations and cash flows for the three month periods ended July 31, 1997 and
1998.
2
<PAGE>
AMERICAN BIO MEDICA CORPORATION
BALANCE SHEETS
AS OF APRIL 30, 1998 AND JULY 31, 1998
APRIL 30 JULY 31,
1998 1998
(UNAUDITED)
------------ ------------
ASSETS
Current Assets
Cash and cash equivalents ................. $ 3,239,000 $ 2,089,000
Accounts receivable - net of allowance .... 712,000 1,009,000
Inventory ................................. 991,000 1,167,000
Prepaid expenses .......................... 24,000 112,000
------------ ------------
Total Current assets ..................... 4,966,000 4,377,000
Property, plant and equipment, net .......... 147,000 238,000
Due from officer ............................ 235,000 248,000
Other assets ................................ 8,000 20,000
------------ ------------
Total Assets ................................ $ 5,356,000 $ 4,883,000
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable .......................... $ 322,000 $ 142,000
Accrued expenses .......................... 164,000 189,000
------------ ------------
Total current liabilities .................. 486,000 331,000
------------ ------------
Stockholders equity:
Preferred stock; par value $.01 per share;
5,000,000 shares authorized; 2,500
and 2,250 shares Series D, 8% cumulative,
convertible issued and outstanding
(face values $2,500,000 and $2,250,000)
at April 30, 1998 and July 31, 1998
respectively ............................ 0 0
Common stock; par value $.01 per share;
30,000,000 shares authorized; 14,282,989
and 14,341,495 shares issued and
outstanding at April 30, 1998 and
July 31, 1998 respectively .............. 143,000 144,000
Additional paid-in capital .................. 12,102,000 12,113,000
Subscriptions receivable .................... (9,000) (9,000)
Unearned compensation ....................... (24,000) (24,000)
Accumulated deficit ......................... (7,342,000) (7,672,000)
------------ ------------
Total stockholder's equity ................ 4,870,000 4,552,000
------------ ------------
Total Liabilities and Stockholders Equity ... $ 5,356,000 $ 4,883,000
============ ============
See accompanying notes to financial statements
3
<PAGE>
AMERICAN BIO MEDICA CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS
ENDED JULY 31,
----------------------------
1997 (NOTE C) 1998
------------- ------------
Revenues ......................... $ 666,000 $ 1,308,000
Cost of sales .................... 369,000 514,000
------------ ------------
Gross profit ..................... 297,000 794,000
------------ ------------
Operating expenses
Selling, general and
administrative expenses ...... 448,000 1,031,000
Non-cash compensation charges .. 622,000
Depreciation and amortization .. 25,000 18,000
Research & development ......... 50,000
------------ ------------
1,095,000 1,099,000
------------ ------------
Loss from operations ............. (798,000) (305,000)
------------ ------------
Other income and expense
Interest income ................ 21,000 29,000
------------ ------------
21,000 29,000
------------ ------------
Net Loss ......................... (777,000) (276,000)
Adjustments:
Preferred stock beneficial
conversion feature ............. (123,000)
Preferred stock dividend ......... (54,000)
------------ ------------
Net loss attributable to common
shareholders ................... $ (777,000) $ (453,000)
============ ============
Basic and diluted (loss)
per common share .............. (0.06) (0.03)
Weighted average shares
outstanding - basic and diluted 13,680,627 14,291,462
============ ============
See accompanying notes to financial statements
4
<PAGE>
AMERICAN BIO MEDICA CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
JULY 31,
------------------------------
1997 (NOTE C) 1998
------------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss ................................. $ (777,000) $ (276,000)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Issuance of compensatory stock and
stock options ......................... 622,000
Amortization and depreciation ........ 25,000 18,000
Changes in:
Accounts receivable ................ (473,000) (297,000)
Inventory .......................... 69,000 (176,000)
Prepaid expenses and other
current assets ................... (88,000)
Other assets ....................... (12,000)
Accounts payable and accrued
expenses ......................... (174,000) (203,000)
----------- -----------
Net cash used in operating
activities ....................... (708,000) (1,034,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and
equipment .............................. (24,000) (109,000)
Purchase of investments .................. 1,053,000
Patent costs ............................. 7,000
Loans to officer ......................... 53,000 (13,000)
----------- -----------
Net cash provided by
(used in) investing activities ....... 1,089,000 (122,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of warrants
and options ............................ 20,000 6,000
Subscriptions receivable ................. (20,000)
----------- -----------
Net cash provided by financing
activities ........................... 0 6,000
----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS ....................... 381,000 (1,150,000)
Cash and cash equivalents - beginning
of period ................................ 1,763,000 3,239,000
----------- -----------
CASH AND CASH EQUIVALENTS - END OF
PERIOD ................................... $ 2,144,000 $ 2,089,000
=========== ===========
See accompanying notes to financial statements
5
<PAGE>
Notes to Financial Statements
July 31, 1998
Note A - Basis of Reporting
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, such statements include all adjustments (consisting only of normal
recurring items) which are considered necessary for a fair presentation of the
financial position of American Bio Medica Corporation (the "Company") at July
31, 1998, and the results of its operations, and cash flows for the three-month
period then ended. The results of operations for the three-month period ended
July 31, 1998 are not necessarily indicative of the operating results for the
full year. It is suggested that these financial statements be read in
conjunction with the financial statements and related disclosures for the year
ended April 30, 1998 included in the Company's Form 10-KSB.
Note B - Net Income Per Share of Common Stock
In 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share". Statement No. 128 replaced
the calculation of primary and fully diluted earnings per share with
basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share exclude any dilutive effects of
options, warrants, and convertible securities. Dilutive earnings per
share is very similar to the previously reported fully diluted
earnings per share. The Company adopted Statement No. 128 and has
retroactively applied the effects thereof for all periods presented.
The impact on the per share amounts previously reported was not
significant.
When preferred stock is convertible to common stock at a conversion rate
that is the lower of a rate fixed at issuance or a fixed discount from the
common stock market price at the time of conversion, the discounted amount is an
assured incremental yield, the "beneficial conversion feature", to the preferred
shareholders and should be accounted for as an embedded dividend to preferred
shareholders. As such, the loss per common share was adjusted for this feature.
6
<PAGE>
Note C - Restatement of Prior Year Quarterly Statements of Operations
The Company is recording adjustments which effect prior interim accounting
periods of the fiscal year ended April 30, 1998 as indicated below.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JULY 31,1997
-------------------------------------------------
ADJUSTMENTS
--------------------------------------------------------------
AS BOOK GROSS PROFIT AS
REPORTED SALES(1) COMPENSATION(2) PERCENTAGE(3) OTHER ADJUSTED
---------- ---------- --------------- ---------------- -------- ----------
<S> <C> <C> <C> <C> <C>
Revenues ................ 817,000 (79,000) (4) (72,000) 666,000
(4) (32,000)
(5) (53,000)
Cost Of Sales ........... 356,000 (12,000) 117,000 (6) (7,000) 369,000
--------- ---------
Gross Profit ............ 461,000 297,000
--------- ---------
Selling, General &
Administrative Expenses 414,000 622,000 (5) 53,000
(6) 6,000 1,095,000
Income (Loss) from
operations ............ 47,000 (798,000)
========= ==========
Net Income (Loss) per
share ................. 0.01 (0.06)
========= ==========
</TABLE>
The following explains the principal adjustments:
(1) A revenue recognition adjustment to provide an allowance for book sales
which are subject to customer acceptance and its related effect on cost of
sales.
(2) Adjustments to recognize non-cash employee and consulting compensation
charges in the period earned. The expenses represent the issuance of equity
instruments at fair value in accordance with employment agreements.(see
note K [2] )
(3) The gross profit percentages have been recalculated to correspond with
inventory adjustments, drug test samples and the timing of revenue
recognition.
(4) Adjustment to reverse consignment sale of drug test kits and related cost
of sales.
(5) Reclassification of drug test samples from cost of sales to Selling
Expense.
(6) Other minor adjustments
Note D - Litigation
In February 1994, Robert Friedenberg, as former owner of the two medical
technology companies, MDI and Gendex, acquired by the Company, in the name of
these corporations, filed for a declaratory judgement that a Share Exchange
Agreement had been rescinded. In order to make a claim for damages, the Company
filed a third-party claim against Dr. Friedenberg for breach of the Share
Exchange Agreement and fraud. In November 1995, after a trial, the court denied
Dr. Friedenberg's request for a declaration of rescission and allowed the
Company's third-party claim to proceed to trial. In September, 1996, Dr.
Friedenberg died.
7
<PAGE>
The Company's third-party claim was decided by a jury on May 5, 1997. The
verdict determined that Dr. Friedenberg breached the Share Exchange Agreement,
when he failed to deliver drug screening know how technology to the Company. The
jury also found in favor of the Company on two of the three fraud claims against
Friedenberg and awarded the Company approximately $321,000 in damages.
Friedenberg's estate, just prior to the jury trial, filed a supplemental claim
for the shares of the Company's stock which he would have received under the
Share Exchange Agreement. The trial judge took this supplemental claim under
advisement. The trial judge, on July 17, 1998, ruled that the estate of Dr.
Friedenberg is entitled to 5,907,154 common shares of the Company. The Company
has filed an appeal. Management of the Company in consultation with counsel is
of the opinion that the trial judge's award of the shares to Dr. Friedenberg's
estate will be reversed on appeal.
Pending the resolution of the Company's appeal, the trial judge has
ordered that the shares be issued in the name of Dr. Friedenberg's wife and
placed in escrow or that the Company post a bond. The Company has applied for a
stay of this order. If the trial judge's order is not stayed, the issuance of
such shares or the posting of the required bond could have a significant
negative effect on the market price of the shares. Pending the resolution of the
Company's appeal of the trial judge's award of the shares to Dr. Friedenberg's
estate, the Company's ability to raise capital through the future sale of equity
securities may be materially impaired. If the trial judge's award of the shares
is not reversed on appeal, the issuance of such shares would have a significant
negative effect on the market price of the shares.
In June 1995, the Company filed against Jacskon Morris, the lawyer who was
in charge of drafting and advising it on the Share Exchange Agreement. Mr.
Morris, who had been recommended to the Company by Dr. Friedenberg, is alleged
by the Company to have breached his fiduciary duty to the Company by later
advising Dr. Friedenberg, individually, on how to rescind the Share Exchange
Agreement. Mr. Morris is also charged with negligence in drafting the Share
Exchange Agreement. The Company's lawsuit demands damages in the amount of
$1,000,000. Mr. Morris has counterclaimed as a party to the Share Exchange
Agreement and seeks common shares. No trial date has been set. The Company is
vigorously contesting the Morris Claim.
8
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
for the three months ended July 31, 1998 and 1997
The following discussion of the company's financial condition and results
of operations should be read in conjunction with the Financial Statements and
Notes thereto appearing elsewhere in this document.
Statements in this "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere in this document as well as
statements made in press releases and oral statements that may be made by the
Company or by officers, directors or employees of the Company acting on the
Company's behalf that are not statements of historical or current fact
constitute "forward looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other unknown factors that
could cause the actual results of the Company to be materially different from
the historical results or from any future results expressed or implied by such
forward-looking statements. In addition to statements which explicitly describe
such risks and uncertainties, readers are urged to consider statements labeled
with the terms "believes", "belief", "expects", "intends", "anticipates" or
"plans" to be uncertain forward-looking. The forward looking statements
contained herein are also subject generally to other risks and uncertainties
that are described from time to time in the Company's reports and registration
statements filed with the Securities and Exchange Commission.
Results of operations for the three months ended July 31, 1998 as compared to
the adjusted results for the three months ended July 31, 1997.
- -------------------------------------------------------------------------------
The interim Statement of Operations for the fiscal 1998 first quarter has
been adjusted. See Note C to the Financial Statements. The results of operations
for the fiscal year 1999 first quarter will be compared with the adjusted
results of operations for the fiscal 1998 first quarter.
During the current quarter, the Company continued its extensive program to
market and distribute its primary product, the Rapid Drug Test kit. As a result,
revenues from the sale of the test kits were $1,165,000 for the three months
ended July 31, 1998 as compared to $635,000 for the three months ended July 31,
1997, representing an increase of $530,000 or 83.5% over the preceding year.
Cost of goods sold for the three months ended July 31, 1998 was $487,000 or
41.8% of drug test revenues as compared to $345,000 or 54.3% of drug test
revenues for the three months ended July 31, 1997. To further reduce this cost,
the Company has undertaken to improve its manufacturing processes and expects
further savings throughout the year.
Revenues from book sales were $143,000 for the three months ended July 31,
1998 as compared to $31,000 for the three months ended July 31, 1997
representing an increase of $112,000 or 361.3%. It is anticipated that with
continuing strong sales in the drug test market, book sales as a percent of
overall revenue will continue to decline. Cost of goods sold for the year ended
July 31, 1998 was $27,000 (18.9% of book sales) as compared to $24,000 (77.4% of
book sales) for the three months ended July 31, 1997.
General and administrative costs for the three months ended July 31, 1998
were $1,031,000, an increase of 130.1% over expenses of $448,000 for the three
months ended July 31,1997. These increased general and administrative costs are
undertaken to create the infrastructure necessary to meet the Company's
worldwide drug test marketing and production goals. As an outgrowth of
increasing drug test sales the Company expects general and administrative costs
to continue to increase but at a slower rate. As a percent of sales, this cost
9
<PAGE>
increased 11.5% during the current year but is expected to decrease with
anticipated sales growth.
Depreciation and amortization was $18,000 and $25,000 for the three months
ended July 31, 1998 and 1997 respectively.
Research and development expense amounted to $50,000 for the three months
ended July 31 1998. This represents management's continued emphasis on the
development of both new products and improved methods to reduce the costs of the
drug testing delivery system.
Liquidity and capital resources as of the end of the three months ended
July 31, 1998.
- -------------------------------------------------------------------------------
The Company's cash and cash equivalents amounted to $2,089,000 for the
three months ended July 31, 1998 representing a decrease of $1,150,000 or 35.5%
over $3,239,000 for the year ended April 30, 1998. Working capital decreased
$434,000 or 9.7% over $4,480,000 recorded for the year ended April 30, 1998.
The decrease in working capital resulted from the following operating
increases in accounts receivable, inventories, prepaid expenses, and decreases
in accounts payable and results of operations.
As a result of strong first quarter sales of drug test kits, accounts
receivable increased $297,000 or 41.7% to $1,009,000 for the three months ended
July 31, 1998 compared to $712,000 for the year ended April 30, 1998.
Inventories rose 17.8% to $1,167,000 for the three months ended July 31,
1998 or $176,000 above $991,000 reported as of the year ended April 30, 1998.
Prepaid expenses rose $88,000 to $112,000 for the three months ended July
31, 1998 related to expenditures for prepaid insurance, advertising and
commissions.
Account payable and accrued expenses decreased $155,000 for the three
months ended July 31, 1998.
Net (loss) from operations amounted to $(276,000) for the three months
ended July 31, 1998 due to increases in selling, general and administrative
expenditures related to the expansion of the Company's infrastructure .
The Company's primary short-term needs are to increase its manufacturing
capabilities, increase inventory levels and continue to support its research and
development programs. The Company currently plans to expend approximately $2.0
million for the expansion and development of its manufacturing facilities in
addition to its marketing and general administrative programs.
The Company expects its capital requirements to increase over the next
several years as it expands its research and development efforts, new product
development, sales and administration infrastructure, manufacturing capabilities
and facilities. The Company's future liquidity and capital funding requirements
will depend on numerous factors, including the extent to which the Company's
products under development are successfully developed and gain market
acceptance, the timing of regulatory actions regarding the Company's potential
products, the costs and timing of expansion of sales, marketing and
manufacturing activities, facilities expansion needs, procurement and
enforcement of patents important to the Company's business, results of clinical
investigations and competition.
The Company believes that its available cash and cash from operations will
be sufficient to satisfy its funding needs for at least the next 12 months.
Thereafter, if cash generated from operations is insufficient to satisfy the
Company's working capital and capital expenditure requirements, the Company may
be required to sell additional equity or debt securities or obtain additional
credit facilities. There can be no assurance that such financing, if required,
will be available on satisfactory terms, if at all.
10
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
In February 1994, Robert Friedenberg, as former owner of the two medical
technology companies, MDI and Gendex, acquired by the Company, in the name of
these corporations, filed for a declaratory judgement that a Share Exchange
Agreement had been rescinded. In order to make a claim for damages, the Company
filed a third-party claim against Dr. Friedenberg for breach of the Share
Exchange Agreement and fraud. In November 1995, after a trial, the court denied
Dr. Friedenberg's request for a declaration of rescission and allowed the
Company's third-party claim to proceed to trial. In September, 1996, Dr.
Friedenberg died.
The Company's third-party claim was decided by a jury on May 5, 1997. The
verdict determined that Dr. Friedenberg breached the Share Exchange Agreement,
when he failed to deliver drug screening know how technology to the Company. The
jury also found in favor of the Company on two of the three fraud claims against
Friedenberg and awarded the Company approximately $321,000 in damages.
Friedenberg's estate, just prior to the jury trial, filed a supplemental claim
for the shares of the Company's stock which he would have received under the
Share Exchange Agreement. The trial judge took this supplemental claim under
advisement. The trial judge, on July 17, 1998, ruled that the estate of Dr.
Friedenberg is entitled to 5,907,154 common shares of the Company. The Company
has filed an appeal. Management of the Company in consultation with counsel is
of the opinion that the trial judge's award of the shares to Dr. Friedenberg's
estate will be reversed on appeal.
Pending the resolution of the Company's appeal, the trial judge has
ordered that the shares be issued in the name of Dr. Friedenberg's wife and
placed in escrow or that the Company post a bond. The Company has applied for a
stay of this order. If the trial judge's order is not stayed, the issuance of
such shares or the posting of the required bond could have a significant
negative effect on the market price of the shares. Pending the resolution of the
Company's appeal of the trial judge's award of the shares to Dr. Friedenberg's
estate, the Company's ability to raise capital through the future sale of equity
securities may be materially impaired. If the trial judge's award of the shares
is not reversed on appeal, the issuance of such shares would have a significant
negative effect on the market price of the shares.
In June 1995, the Company filed against Jacskon Morris, the lawyer who was
in charge of drafting and advising it on the Share Exchange Agreement. Mr.
Morris, who had been recommended to the Company by Dr. Friedenberg, is alleged
by the Company to have breached his fiduciary duty to the Company by later
advising Dr. Friedenberg, individually, on how to rescind the Share Exchange
Agreement. Mr. Morris is also charged with negligence in drafting the Share
Exchange Agreement. The Company's lawsuit demands damages in the amount of
$1,000,000. Mr. Morris has counterclaimed as a party to the Share Exchange
Agreement and seeks common shares. No trial date has been set. The Company is
vigorously contesting the Morris Claim.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security-Holders
None.
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN BIO MEDICA CORPORATION
(Registrant)
By: /s/ Stan Cipkowski
------------------
Stan Cipkowski,
President and Principal
Executive Officer
By: /s/ John F. Murray
--------------------
John F. Murray,
Treasurer and Principal
Financial Officer
Dated: March 10, 1999
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE THREE MONTH PERIOD ENDED JULY 31, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-END> JUL-31-1998
<CASH> 2,089,000
<SECURITIES> 0
<RECEIVABLES> 1,009,000
<ALLOWANCES> 0
<INVENTORY> 1,167,000
<CURRENT-ASSETS> 4,377,000
<PP&E> 309,000
<DEPRECIATION> 71,000
<TOTAL-ASSETS> 4,883,000
<CURRENT-LIABILITIES> 331,000
<BONDS> 0
0
0
<COMMON> 144,000
<OTHER-SE> 4,408,000
<TOTAL-LIABILITY-AND-EQUITY> 4,883,000
<SALES> 1,308,000
<TOTAL-REVENUES> 1,308,000
<CGS> 514,000
<TOTAL-COSTS> 1,099,000
<OTHER-EXPENSES> (29,000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (276,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (276,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (177,000)
<NET-INCOME> (453,000)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
