<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from:
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Commission file number 0-26476
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IGG INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter.)
NEVADA 33-0231238
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Kendall Square Building 300
Suite 200
Cambridge, Massachusetts 02139
(Address of principal executive offices, including zip code.)
(617) 621-3133
Registrant's telephone number, including area code.
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 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
The number of shares outstanding of the Registrant's Common Stock, $0.01
par value per share, at March 31, 1997 was 10,765,991 shares.
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<PAGE> 2
PART I
ITEM 1. FINANCIAL STATEMENTS.
IGG INTERNATIONAL, INC.
FINANCIAL STATEMENTS
Unaudited - See Notes to Financial Statements
INDEX
PAGE
Consolidated Balance Sheets as of March 31, 1997
and December 31, 1996 . . . . . . . 2
Consolidated Statements of Operations (Unaudited)
for the Three Months Ended March 31, 1997 and 1996,
and the Period from December 8, 1992 (Inception) through
March 31, 1997 . . . . . . . . . 3
Consolidated Statements of Cash Flows (Unaudited)
for the Three Months Ended March 31, 1997 and 1996,
and the Period from December 8, 1992 (Inception) through
March 31, 1997 . . . . . . . . . 4-5
Notes to Consolidated Financial
Statements (Unaudited) . . . . . . . 6-8
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations . . . . . . 9-12
Signatures . . . . . . . . . . 13
Exhibit Index . . . . . . . . . . 14
<PAGE> 3 IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION> 03/31/97 12/31/96
<S> <C> <C>
Current Assets
Cash $ 1,934,585 $ 444,661
Prepaid expenses 28,289 6,134
Note receivable -
stockholder, current portion 633 -
Other 11,022 12,268
----------- ------------
Total current assets 1,974,529 463,063
----------- ------------
Equipment, net of acc. depr. 33,001 23,987
----------- ------------
Other Assets
Note receivable - stockholder
net of current portion 64,367 -
Deposits 1,789 1,789
----------- ------------
Total other assets 66,156 1,789
----------- ------------
$ 2,073,686 $ 488,839
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 159,456 $ 62,648
Professional fees payable 137,026 128,100
----------- ------------
Total current liabilities 296,482 190,748
----------- ------------
Stockholders' Equity
Preferred stock, $0.01 par value
5,000,000 shares authorized; no
shares issued and outstanding - -
Common Stock, $0.01 par value
25,000,000 shares authorized;
10,765,991 and 9,462,641 shares
issued and outstanding at 03/31/97
and 12/31/96, respectively 107,660 94,626
Additional paid-in capital 5,525,788 3,082,822
Stock options and warrants 72,052 303,052
Deficit accumulated during
development stage (3,928,296) (3,182,409)
----------- ------------
1,777,204 298,091
----------- ------------
$ 2,073,686 $ 488,839
=========== ============
</TABLE>
The consolidated balance sheet at December 31, 1996 has been derived from
the audited financial statements at that date.
The accompanying notes are an integral part of these consolidated
financial statements.
F-1
<PAGE> 4
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Period from
12/08/92
(inception)
Three Months ended March 31, through
1997 1996 03/31/97
[S] [C] [C] [C]
Revenues $ - $ - $ -
General and administrative
expenses 299,438 223,980 2,102,422
Research and development
costs 461,893 173,932 1,725,103
------------ ----------- ------------
Operating loss (761,331) (397,912) (3,827,525)
------------ ----------- ------------
Other income (expense):
Interest expense - (104,006) (139,712)
Interest income 15,444 5,825 40,708
Loss on disposal of assets - - (1,767)
------------ ----------- ------------
Total other income (expense) 15,444 (98,181) (100,771)
------------ ----------- ------------
Net loss $ (745,887) $ (496,093) $ (3,928,296)
============ =========== ============
Net loss per common share $ (0.07) $ (0.06)
============ ===========
Weighted average number of
common shares outstanding 10,173,924 8,307,433
=========== ===========
The accompanying notes are an integral part of these consolidated
financial statements.
F-2
<PAGE> 5
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Period from
12/08/92
(inception)
Three Months ended March 31, through
1997 1996 03/31/97
[S] [C] [C] [C]
Cash flows from operating activities:
Interest received $ 16,965 $ 4,834 $ 40,538
Cash paid for services and administration (614,961) (372,032) (3,029,626)
Interest paid - - (5,742)
----------- ---------- -----------
Net cash used in operating activities (597,996) (367,198) (2,994,830)
----------- ---------- -----------
Cash flows from investing activities:
Loans to stockholders (65,000) - (105,000)
Repayment of stockholder loans - - 40,000
Purchase of equipment (12,080) (10,653) (54,740)
Deposits paid, net - 576 (1,789)
Net cash used in acquisition - - (3,822)
----------- ---------- -----------
Net cash used in investing activities (77,080) (10,077) (125,351)
----------- ---------- -----------
Cash flows from financing activities:
Short-term borrowing - - 398,000
Payments on short-term borrowing - (25,000) (90,000)
Proceeds from issuance of common stock 2,165,000 764,876 4,847,960
Payment of capital acquisition fees - (33,898) (70,826)
Capital contributed by stockholders - - 1,329
Debt issuance costs - - (31,697)
----------- ---------- -----------
Net cash provided by financing activities 2,165,000 705,978 5,054,766
----------- ---------- -----------
Net increase in cash 1,489,924 328,703 1,934,585
Cash, beginning balance 444,661 250,490 -
----------- ---------- -----------
Cash, ending balance $ 1,934,585 $ 579,193 $ 1,934,585
=========== ========== ===========
The accompanying notes are an integral part of these consolidated
financial statements.
F-3
<PAGE> 6
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
(Unaudited)
Period from
12/08/92
(inception)
Three Months ended March 31, through
1997 1996 03/31/97
[S] [C] [C] [C]
Reconciliation of net loss
to net cash used in
operating activities:
Net loss $ (745,887) $ (496,093) $(3,928,296)
Adjustments to reconcile net
loss to net cash used in
operating activities:
Interest expense on notes
paid in common stock - 130,746 130,746
Consulting services paid in
stock options - - 424,052
Consulting and professional
services paid in common
stock 60,000 - 64,800
Amortization of debt issuance
costs - - 31,697
Amortization of debt discount - - 2,000
Loss on disposal of assets - - 1,767
Depreciation 3,066 1,831 19,972
---------- ---------- -----------
Net cash used in operating
activities before changes in
assets and liabilities (682,821) (363,516) (3,253,262)
(Increase) decrease in
prepaid expenses (22,155) 9,704 (28,289)
(Increase) decrease in other
current assets 1,246 (1,869) (9,761)
Increase in accounts payable 105,734 15,223 296,482
Decrease in accrued interest - (26,740) -
---------- ---------- -----------
Net cash used in
operating activities $ (597,996) $ (367,198) $(2,994,830)
========== ========== ===========
The accompanying notes are an integral part of these consolidated
financial statements.
F-4
<PAGE> 7
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended March 31, 1997 and 1996
and the Period from December 8, 1992 (Inception) through March 31, 1997
1. BASIS OF PRESENTATION
The Company is a development stage enterprise formed for the research and
development of pharmaceutical and agricultural products based on
carbohydrate chemistry.
The accompanying unaudited financial statements of the Company have been
prepared pursuant to the rules and regulations of the Securities and
Exchange Commission ("SEC"), and, in the opinion of management, reflect all
adjustments (consisting of only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows
for the periods presented.
Certain information and footnote disclosures included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted. These financial statements should be read in
conjunction with the audited financial statements and notes thereto
included in the financial statements filed as part of the Company's Annual
Report on Form 10-K filed for the year ended December 31, 1996.
The results of the operations for the three months ended March 31, 1997 are
not necessarily indicative of the operating results to be expected for the
full year.
2. NOTE RECEIVABLE - STOCKHOLDER
Note receivable - stockholder represents a promissory note from an officer
and stockholder of the Company. The loan is payable in monthly
installments of $375 including interest at 5.66%, with a final payment of
$60,601 due on March 11, 2002.
3. STOCKHOLDERS' EQUITY
Regulation S Stock Sale
In January 1997, the Company completed a Regulation S sale of 500,000
shares of common stock for $1,000,000. These shares also included an
attached warrant to purchase one share of common stock for $3.50 for every
four shares purchased. As of March 31, 1997, warrants to purchase 125,000
shares of common stock were outstanding from this sale.
Private Placement Offering
In March 1997, the Company completed a private placement offering of common
stock. During the period January 1, 1997 through March 31, 1997 the
Company sold 457,850 shares at $2.50. The Company had sold 190,000 shares
at $2.50 as of December 31, 1996. These shares include an attached warrant
to purchase one share of common stock for $3.50 for every four shares
purchased. As of March 31, 1997, warrants to purchase 161,963 shares of
common stock were outstanding from these sales.
F-5
<PAGE> 8
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended March 31, 1997 and 1996
and the Period from December 8, 1992 (Inception) through March 31, 1997
3. STOCKHOLDERS' EQUITY - continued
Stock Issued for Services
During the three month period ended March 31, 1997, the Company issued
30,000 shares of stock for consulting services. Consulting expense was
charged for $60,000, the fair market value of the shares issued. The
shares were issued pursuant to consulting agreements with Mr. James C.
Czirr and Mr. Richard Salter.
Warrants and Options
On March 15, 1997, Mr. James C. Czirr exercised warrants to purchase
200,000 shares of common stock at $0.10 per share. As of March 31, 1997,
there are no additional warrants held by Mr. Czirr.
In March 1997, Mr. Keith Greenfield exercised options to purchase 58,000
shares of stock at $2.00 per share. The options were issued to Mr.
Greenfield in 1996 under the Nonqualifying Stock Option Plan. As of March
31, 1997, there are no additional stock options held by Mr. Greenfield.
4. OTHER MATTERS
Going Concern
The consolidated financial statements of the Company have been prepared on
a going-concern basis. That basis of accounting contemplates the
realization of assets and satisfaction of liabilities in the normal course
of conducting business operations. As shown in the consolidated financial
statements, operations for the year ended December 31, 1996 resulted in a
net loss of $2,300,147, and as of that date the Company had a stockholders'
equity of $298,091. During the three months ended March 31, 1997, the
Company's net loss was $745,887. The Company's ability to operate as a
going concern is dependent on its ability to continue to obtain additional
capital or adequate financing to fund successive phases of human clinical
testing of its products in order to prove their efficacy and marketability,
and to achieve a level of sales adequate to support its operations.
The Company is currently engaged in raising additional capital from
qualified investors. The Company is making presentations to various venture
capital sources to raise additional capital. The Company is also pursuing
possible strategic partnerships or collaborations with other companies
interested in its substances under development. During the quarter ending
March 31, 1997, the Company raised $2,165,000 through the sale of common
stock and warrants to purchase common stock.
F-6
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with the
consolidated financial statements and the notes thereto:
OVERVIEW
The Company has been a development stage company since inception and
has had no production, marketing, product sales or net income. Operations
from inception through March 31, 1997 have consisted principally of
research, product development and testing, and capital acquisition.
The Company's operations have primarily been funded by sales of its
common stock during 1996, 1995 and 1994, and by personal loans and capital
from the Company's two founders during 1993.
On March 7, 1995, the Company completed a reverse acquisition, wherein
the majority shareholders in International Gene Group, Inc. transferred
their stock to Alvarada, Inc. for majority control of the Company.
Subsequent to this combination, Alvarada, Inc. changed its name to IGG
International, Inc. As part of this transaction, $400,000 in debt
securities were privately placed, resulting in net proceeds in excess of
$360,000 for operating needs. In the three months preceding this
transaction, Alvarada, Inc. had raised the $400,000 from a private
placement offering of eight "investment units," which consisted of $400,000
of one-year promissory notes together with a block of common stock shares.
The proceeds raised from the private placement were escrowed and released
to the Company after the reverse acquisition.
The Company had the option of extending the maturity date of these
promissory notes until January 1, 1997 or converting these notes to common
stock within the same time frame. While the Company is required to repay
most of these notes under certain circumstances if it completes an equity
offering, the aforementioned option provides the Company with some
flexibility in handling its only loans of material consequences. During
1996, the Company converted $310,000 of these notes to 248,000 shares of
common stock at the rate of $1.25 per share. Also, the Company converted
$30,746 in accrued interest on these notes to 24,597 shares of common stock
at the rate of $1.25 per share. The remaining notes balance of $90,000 was
paid in cash during 1996.
The Company is making presentations to various venture capital sources
to raise additional capital. The Company is also pursing possible
strategic partnerships or collaborations with other companies interested in
its product candidates under development. During the year ended December
31, 1996, the Company raised $1,999,581 through the sale of 1,332,431
shares of common stock. During the year ended December 31, 1995, the
Company raised $507,166 additional capital through the sale of 336,491
shares of common stock. During the three months ended March 31, 1997, the
Company raised $2,165,000 in capital through the sale of its common stock.
<PAGE> 10
The majority of the funds raised have been or will be used for the
funding of toxicity studies, clinical testing and additional field testing
on the product candidates under development by the Company. Once the
toxicity studies are completed for the Company's human therapeutic product
candidates, the major expenses anticipated by the Company are associated
with regulatory procedures for human clinical testing of the Company's
products, including consulting fees, and general and administrative
expenses. In addition, positive field study results for the Company's
natural fungicide product candidate, ELEXA, will lead to increased
marketing expenses as the product launch would be anticipated.
The Company has completed pre-clinical studies on its cancer
metastasis product candidate, GBC-590, and has begun Phase I human clinical
trials in cancer patients at two testing centers in the United States, M.
D. Anderson Hospital in Houston, Texas and the University of Pennsylvania
Graduate Hospital in Philadelphia, Pennsylvania. Regarding a second
product candidate, MMS-1, an experiment conducted by the University of
Kentucky during 1996 proved the possible effectiveness of the compound as a
potential treatment for HIV. Animal studies of MMS-1 are expected to
continue during 1997 and clinical testing is currently expected in the
first quarter of 1998. The Company will explore new application of its
product candidates and continue research on additional product candidates
based on carbohydrate chemistry currently under development.
The Company's subsidiary, Agricultural Glycosystems, Inc. ("AGI"), is
developing a natural fungicide and, having completed initial successful
field studies, will continue further field testing on various plant species
and diseases. This fungicide, which is known as ELEXA, has proven to be
effective in the field, without toxicity. During 1996, the Company
completed toxicity tests based on protocols designed to satisfy the EPA.
The Company currently expects the EPA registration process to be completed
in late 1997 or early 1998. Product marketing, contingent upon EPA
approval, is expected to begin as early as the fourth quarter of 1997. The
Company is also pursing registrations in other countries. ELEXA may also
be fully registered and approved for sale in Chile in late 1997.
On December 29, 1995, AGI entered into a licensing agreement with the
Government of Israel's Agricultural Research Organization concerning shared
technology. The licensing agreement requires that AGI pay a three percent
(3%) royalty on the net selling price of any licensed products arising from
the shared technology. As an additional condition of this agreement, AGI
will fund a research and development program requiring payments over the
next five years totaling $1,573,000. In the first year, the Company will
pay $327,000 and in the following four years $332,000, $314,000, $300,000,
and $300,000, respectively. This agreement will be effective until the
patents using the licensed technology have expired or the agreement is
terminated by the parties involved. The Company paid $30,000 of the first
year's payment in 1995, and an additional $297,000 in 1996. The Company
has paid $220,000 in early 1997.
On April 29, 1997, AGI signed an exclusive, worldwide licensing
agreement with Agrogene Ltd. to commercialize carbohydrate compounds
derived form a collection of natural carbohydrates identified and patented
by Agrogene Ltd. Agrogene Ltd. is an Israeli based biotechnology company
specializing in products for agriculture. The carbohydrates have been
extracted from an undisclosed, exotic plant that has very unique resistance
and defense attributes. The Company's initial focus is to continue field
testing of AGI-04-106, the first product from this agreement, for use as a
<PAGE> 11
natural, non-toxic fungicide to complement the Company's lead agricultural
compound, ELEXA. The Company plans to begin the EPA registration process
of AGI-04-106 in late 1997.
AGI will fund the research and development of this product and future
generation products for 5 years at $150,000 per year. The first payment of
$25,000 was made in April 1997.
RESULTS OF OPERATIONS
General and Administrative
General and administrative expenses increased to $299,000 for the
three months ended March 31, 1997 from $224,000 for the three months ended
March 31, 1996 (a 33% increase). The increase consisted primarily of
increases in public relations fees, professional fees and other expenses as
a result of the Company's expanded scope of operations.
Research and Development
Research and development expenses increased to $462,000 for the three
months ended March 31, 1997 from $174,000 for the three months ended March
31, 1996 (a 165% increase). The increase consisted primarily of increases
in consulting fees, supplies and testing costs in connection with the
clinical trials of GBC-590 and the development efforts related to other
product candidates.
Other Income (expense)
Other income (expense) increased to $15,000 for the three months ended
March 31, 1997 from ($98,000) for the three months ended March 31, 1996 (a
115% increase). The increase is primarily a result of higher interest
income as a result of higher cash balances available for investment and
lower interest expense as a result of the conversion of certain debt
securities to common stock and the repayment of additional debt securities.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has funded its operations primarily with
the proceeds from debt and equity securities totaling approximately
$5,246,000. For the three months ended March 31, 1997, the Company's
operations utilized cash of $598,000 primarily to fund the operating loss
and the Company loaned a stockholder $65,000. These uses of cash were
offset by an equity financing that resulted in net proceeds of $2,165,000
to the Company.
The Company has no significant commitments for the purchase of
equipment, product manufacturing or marketing efforts at present. The
Company is leasing office facilities under a two-year lease terminating in
August 1997. The first year of the lease was prepaid and the future
payments on the second year of the lease in 1996 and 1997 are expected to
total approximately $40,000. Additional office space is being considered
at this time.
<PAGE> 12
The Company's audited financial statements for the years ended
December 31, 1996 and 1995 indicated that there was an uncertainty as to
the Company's ability to continue as a going concern. As of March 31,
1997, the Company's accumulated deficit was $3,928,000 and cash balances
were $1,934,000. The Company has no bank lines of credit or other
commercial financing sources at present and does not expect to obtain any.
It is not known whether additional funds could be borrowed from
Stockholders or other sources. The Company's future is dependent upon its
ability to obtain financing to fund its operations. The Company expects to
incur substantial additional operating costs, including costs related to
ongoing research and development activities, preclinical studies and
clinical trials. The Company believes that its existing funds will be
sufficient to fund its operating expenses and capital requirements as
currently planned through early 1998. The Company is currently seeking to
complete a private equity placement. There can be no assurance that the
Company will be able to obtain the additional funding that it will require
on acceptable terms, if at all.
Inflation and Changing Prices
To date, the impacts of inflation and changing prices on the Company's
operations have been minimal. The Company is currently testing its
products in the United States and Israel in accordance with royalty and
research agreements already in effect. During the research and development
phase of operations to satisfy regulatory requirements for the products
under development, the Company expects that inflationary pressures in both
countries will be minimal. The Company is also beginning to explore
European markets and has minimal funds in foreign bank accounts.
In the future, the Company will attempt to minimize the impact of
inflation on production and operating costs through quality and
productivity improvement programs. While the Company is in the pre-
production stage of operations, it is not particularly affected by
inflation.
<PAGE> 13
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.
Dated this 14th day of May, 1997.
IGG INTERNATIONAL, INC.
(the "Registrant")
BY: /s/ Bradley J. Carver, President, Treasurer,
Chief Financial Officer and a member of
the Board of Directors.
<PAGE> 14
EXHIBIT INDEX
Exhibit
No. Description
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the Statement of Financial Condition at March 31, 1997 (Unaudited)
and the Statement of Operation for the three months ended March 31,
1997 (Unaudited) and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 1,934,585
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,974,529
<PP&E> 51,902
<DEPRECIATION> 18,901
<TOTAL-ASSETS> 2,073,686
<CURRENT-LIABILITIES> 296,482
<BONDS> 0
0
0
<COMMON> 107,660
<OTHER-SE> 1,669,544
<TOTAL-LIABILITY-AND-EQUITY> 2,073,686
<SALES> 0
<TOTAL-REVENUES> 15,444
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 761,331
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (745,887)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (745,887)
<EPS-PRIMARY> (0.07)
<EPS-DILUTED> (0.07)
</TABLE>
