THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED
PURSUANT TO RULE 901(d) OF REGULATIONS S-T.
<PAGE> 1
=================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
____________________________________
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from:
Commission file number 0-26476
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 the 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 September 30, 1997 was 11,514,023
shares.
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<PAGE> 2
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
(In order to transmit these documents to the SEC via EDGAR, IGG
International, Inc., a development stage enterprise, Consolidated
Balance Sheets have been formatted to fit across two pages. This is
page 1 of 2).
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
<S> <C> <C>
Current assets:
Cash $ 1,561,580 $ 444,661
Prepaid expenses 13,064 6,134
Notes receivable - stockholders,
current portion 1,151 -
Other 11,934 12,268
----------- ------------
Total current assets 1,587,729 463,063
----------- ------------
Equipment, net of
accumulated depreciation 28,490 23,987
----------- ------------
Other assets:
Notes receivable - stockholders,
net of current portion 88,365 -
Deposits 1,328 1,789
----------- -------------
Total other assets 89,693 1,789
----------- -------------
$ 1,705,911 $ 488,839
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 41,386 $ 62,648
Accrued liability 168,005 128,100
----------- -------------
Total current liabilities 209,391 190,748
----------- -------------
F-1
<PAGE> 3
(In order to transmit these documents to the SEC via EDGAR, IGG
International, Inc., a development stage enterprise, Consolidated
Balance Sheets have been formatted to fit across two pages. This is
page 2 of 2.
<S> <C> <C>
Stockholders' equity:
Preferred stock, $.01 par value,
5,000,000 shares authorized;
no shares issued and outstanding - -
Common stock, $.01 par value,
25,000,000 shares authorized;
11,514,023 shares, and 9,462,641
shares issued and outstanding
at September 30, 1997, and December
31, 1996, respectively 115,140 94,626
Additional paid-in capital 7,968,163 3,082,822
Stock options and warrants 707,916 303,052
Deficit accumulated during
development stage (7,294,699) (3,182,409)
----------- ------------
1,496,520 298,091
----------- ------------
$ 1,705,911 $ 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 the consolidated
financial statements.
F-1a
<PAGE> 4
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Period from
December 8,
1992
(inception)
through
3 Months Ended 9/30 9 Months Ended 9/30 September
1997 1996 1997 1996 30, 1997
<S> <C> <C> <C> <C> <C>
Revenues $ - $ - $ - $ - $ -
General and
administrative
expenses 307,613 269,220 1,106,278 751,006 2,909,262
Research and
development
costs 1,242,887 234,119 3,061,179 543,742 4,324,389
----------- ---------- ---------- ---------- -----------
Operating loss (1,550,500) (503,339) (4,167,457) (1,294,748) (7,233,651)
----------- ---------- ----------- ----------- -----------
Other income (expense):
Interest expense - 4,160 - (103,232) (139,712)
Interest income 17,199 4,795 55,167 15,510 80,431
Loss on disposal
of assets - - - - (1,767)
----------- --------- ---------- ---------- -----------
Total other income
(expense) 17,199 8,955 55,167 (87,722) (61,048)
----------- --------- ----------- ----------- -----------
Net loss $(1,533,301) $(494,384) $(4,112,290) $(1,382,470) $(7,294,699)
=========== ========= =========== =========== ===========
Net loss per
common share $ (0.14) $ (0.06) $ (0.38) $ (0.16)
========== ========= =========== ===========
Weighted average number
of common shares
outstanding 11,250,304 8,637,115 10,738,644 8,637,115
=========== ========== ============ ===========
</TABLE>
The accompanying notes are integral part of these consolidated financial
statements.
F-2
<PAGE> 5
IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Period from
December 8,
1992
(inception)
through
Nine Months Ended 9/30 September
1997 1996 30, 1997
<S> <C> <C> <C>
Cash flows from operating activities:
Interest received $ 56,688 $ 15,510 $ 80,261
Cash paid for services and
administration (2,037,476) (1,151,475) (4,452,141)
Interest paid - (10,140) (5,742)
------------ ---------- ------------
Net cash used in
operating activities (1,980,788) (1,146,105) (4,377,622)
------------ ---------- ------------
Cash flows from investing activities:
Loans to stockholders (90,000) - (130,000)
Repayment of stockholder loans 485 - 40,485
Purchase of equipment (13,699) (19,684) (56,359)
Deposits paid, net 461 1,054 (1,328)
Net cash used in acquisition - - (3,822)
------------ ---------- ------------
Net cash used in
investing activities (102,753) (18,630) (151,024)
------------ ---------- ------------
Cash flows from financing activities:
Short-term borrowing - - 398,000
Payments on short-term borrowing - (75,000) (90,000)
Proceeds from issuance
of common stock 3,200,460 1,313,743 5,883,420
Payment of capital acquisition fees - (60,826) (70,826)
Capital contributed by stockholders - - 1,329
Debt issuance costs - - (31,697)
------------ ---------- ------------
Net cash provided by
financing activities 3,200,460 1,177,917 6,090,226
------------ ---------- ------------
Net increase in cash 1,116,919 13,182 1,561,580
Cash, beginning balance 444,661 250,490 -
------------ ---------- ------------
Cash, ending balance $ 1,561,580 $ 263,672 $ 1,561,580
============ ========== ============
</TABLE>
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)
<TABLE>
<CAPTION>
Period from
December 8,
1992
(inception)
through
Nine Months Ended 9/30 September
1997 1996 30, 1997
<S> <C> <C> <C>
Reconciliation of net loss to net cash used in
operating activities:
Net loss $ (4,112,290) $(1,382,470) $(7,294,699)
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 856,824 - 1,280,876
Consulting and professional services paid
in common stock 534,293 1,992 539,094
Acquisition of minority interest in
subsidiary paid in common stock 719,142 - 791,142
Amortization of debt issuance costs - - 31,697
Amortization of debt discount - - 2,000
Loss on disposal of assets - - 1,767
Depreciation 9,196 6,513 26,102
------------ ----------- -----------
Net cash used in operating
activities before changes in
assets and liabilities (1,992,835) (1,243,219) (4,563,275)
(Increase) decrease in
prepaid expenses (6,930) 22,418 (13,064)
(Increase) decrease in
other current assets 334 (2,840) (10,674)
Increase in current liabilities 18,643 111,030 209,391
Decrease in accrued interest payable - (33,494) -
------------ ----------- -----------
Net cash used in
operating activities $ (1,980,788) $(1,146,105) $(4,377,622)
============ ========== ===========
</TABLE>
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 and Nine Months Ended September 30, 1997 and 1996
and the Period from December 8, 1992 (Inception) Through September 30, 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 and the nine months
ended September 30, 1997 are not necessarily indicative of the operating
results to be expected for the full year.
2. NET LOSS PER COMMON SHARE
For the three and nine month periods ended September 30, 1997 and 1996,
net loss per common share was computed using the weighted average number of
common shares outstanding during the period.
In March 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share", ("SFAS 128"). SFAS 128
establishes standards for computing and presenting earnings per share and
applies to entities with publicly held common stock or potential common
stock. This statement is effective for fiscal years ending after December
15, 1997 and early adoption is not permitted. The Company will adopt this
statement for its fiscal year ended December 31, 1997. The Company
believes that the adoption of SFAS 128 will not have a material effect on
its financial statements.
3. NOTES RECEIVABLE - STOCKHOLDERS
Notes receivable - stockholders represent two promissory notes from
officers and stockholders of the Company. The loans are payable in monthly
installments of $375 and $160, including interest at 5.66% and 6.65%, with
final payments of $60,601 due on March 11, 2002, and $23,603 due on June
20, 2002.
F-5
<PAGE> 8 IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months and Nine Months Ended September 30, 1997 and 1996
and the Period from December 8, 1992 (Inception) Through September 30, 1997
3. NOTES RECEIVABLE - STOCKHOLDERS . . . continued
Aggregate maturities of notes receivable - stockholders for the next
five years are as follows:
1998 $ 1,151
1999 1,220
2000 1,294
2001 1,402
2002 $ 84,449
--------
$ 89,516
========
4. STOCKHOLDERS' EQUITY
Regulation S Stock Sale
In January 1997, the Company completed a sale of 500,000 shares of
common stock for $1,000,000 under regulation S of the Securities and
Exchange Commission's rules. These shares also included an attached warrant
to purchase one share of common stock for $3.50 for every four shares of
common stock purchased. As of September 30, 1997, warrants to purchase
125,000 shares of common stock at $3.50 per share were outstanding from
this sale.
In September 1997, the Company completed an additional sale of 250,000
shares of common stock for $675,000 under regulation S of the Securities
and Exchange Commission's rules. These shares also include an attached
warrant to purchase one share of common stock for $4.75 for every four
shares of common stock purchased. As of September 30, 1997, warrants to
purchase 62,500 shares of common stock at $4.75 per share were outstanding
from this sale.
Private Placement Offering
In March 1997, the Company completed a private placement offering of
common stock in which the Company sold 647,850 shares at $2.50. The
Company had sold 190,000 of these shares as of December 31, 1996. These
shares included an attached warrant to purchase one share of common stock
for $3.50 for every four shares of common stock purchased. As of September
30, 1997, warrants to purchase 161,963 shares of common stock at $3.50 per
share were outstanding from these sales.
F-6
<PAGE> 9 IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months and Nine Months Ended September 30, 1997 and 1996
and the Period from December 8, 1992 (Inception) Through September 30, 1997
4. STOCKHOLDERS' EQUITY. . . continued
Private Placement Offering . . . continued
In August 1997, the Company began a private placement offering of
common stock in which the Company will sell up to 500,000 shares at $3.00
per share. The Company sold 120,000 shares as of September 30, 1997.
These shares include an attached warrant to purchase one share of common
stock for $4.75 for every four shares of common stock purchased. As of
September 30, 1997, warrants to purchase 30,000 shares of common stock at
$4.75 per share were outstanding from these sales.
Stock Issued for Services
During the nine month period ended September 30, 1997, the Company
issued 119,300 shares of stock for consulting services. Consulting expense
of $442,043 was recorded, which represented the fair market value of the
shares issued. The shares were issued pursuant to consulting agreements
primarily with Mr. James C. Czirr, Mr. Richard Salter, Mr. Keith D.
Greenfield, and Mr. Vodek Sasak.
In July 1997, the Company executed an employment agreement with Mr.
Richard Salter in which Mr. Salter will be issued options to purchase 2,500
shares of non-restricted and 2,500 shares of restricted stock on a monthly
basis. The shares are valued at fair market value on the date of issuance.
As of September 30, 1997 Mr. Salter had been issued 20,000 shares and
operations has been charged $92,250.
Warrants and Options
During the nine month period ended September 30, 1997, Mr. Richard
Salter exercised options to purchase 57,500 shares of common stock at $0.01
per share. The options were granted in 1996. As of September 30, 1997 no
additional options are held by Mr. Salter.
During the nine month period ended September 30, 1997, Mr. James C.
Czirr exercised warrants to purchase 200,000 shares of common stock at $.10
per share. The warrants were granted to Mr. Czirr in 1996. As of
September 30, 1997, there are no unexercised warrants held by Mr. Czirr.
During the nine month period ended September 30, 1997, Mr. Keith D.
Greenfield exercised options to purchase 43,000 shares of restricted common
stock, and 15,000 shares of common stock under the Nonqualifying Stock
Option Plan, at $0.01 per share. The options were granted to Mr.
Greenfield in 1996. As of September 30, 1997, there are no additional
unexercised stock options held by Mr. Greenfield.
F-7
<PAGE> 10 IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months and Nine Months Ended September 30, 1997 and 1996
and the Period from December 8, 1992 (Inception) Through September 30, 1997
4. STOCKHOLDERS' EQUITY . . . continued
Warrants and Options . . . continued
During the nine month period ended September 30, 1997, the Company
granted Mr. David Sandberg, options to purchase 11,766 shares of common
stock at $0.01 per share in consideration for legal services. The Company
valued these options at $48,687 which represented the fair market value of
the options. Mr. David Sandberg exercised options to purchase 12,113
shares of common stock, 3,598 of which were granted in 1996. As of
September 30, 1997, 3,251 options remain outstanding.
On May 9, 1997, the Company executed an agreement with Enrico
Petrillo, M.D., trading as Michelangelo LLC, for past consulting services
in strategic planning. Pursuant to the agreement, Michelangelo LLC,
received options to purchase 120,000 shares of common stock at $0.01 per
share, exercisable immediately and is committed to granting up to an
additional 40,000 shares upon the achievement by the Company of certain
milestones. The Company valued these options at $466,800, which
represented the fair market value of the options. In August 1997, Mr.
Petrillo exercised options to purchase 46,000 shares of common stock. As
of September 30, 1997, 74,000 unexercised options held by Mr. Petrillo
remain outstanding.
During the nine month period ended September 30, 1997, the Company
entered into an agreement with Eric M. Bonnem, M.D. for consulting
services. Under the agreement, Dr. Bonnem will be paid for the first
$7,000 of services provided each month. To the extent that services exceed
$7,000 for any month, Dr. Bonnem will receive an option to purchase common
stock at $0.01 per share. The number of options to be granted is
calculated by dividing the value of services provided in excess of $7,000
by the average of the stock's bid price during the last ten trading days of
the month. During the nine months ended September 30, 1997, the Company
granted options to purchase 5,841 shares, none of which have been
exercised. The Company valued these options at $26,710, which represented
the fair market value of the underlying common stock.
Acquisition of Minority Interest in Subsidiary
The Company acquired the remaining minority interest in its
subsidiary, International Gene Group, Inc. By issuing 205,469 shares of
restricted stock in exchange for the outstanding shares in the subsidiary.
Research and development costs have been charged for $719,142, which
represents the fair market value of the shares issued.
F-8
<PAGE> 11 IGG INTERNATIONAL, INC.
(A Development Stage Enterprise)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months and Nine Months Ended September 30, 1997 and 1996
and the Period from December 8, 1992 (Inception) Through September 30, 1997
5. 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 included in its Form 10-K filed with the SEC,
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 nine months ended September 30, 1997, the Company's
net loss was $4,112,290. 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 product candidates under development. During
the nine months ended September 30, 1997, the Company raised $3,200,460
through the sale of common stock and warrants to purchase common stock.
Litigation
The Company is in litigation with a former consultant for specific
performance and/or damages relating to the Company's refusal to grant
certain stock options. The Complaint seeks damages in unspecified amounts.
The Company intends to defend itself vigorously against the lawsuit.
Management has accrued an estimated liability with respect to the lawsuit.
The Company recently settled a second complaint for specific
performance relating to the Company's refusal to grant certain shares of
stock. The Company will be required to issue 10,000 shares of common
stock. The Company has charged operations for $60,000 at September 30,
1997, which represents an estimate of the fair market of the shares to be
issued. The Company will receive a release of an attachment against funds
on deposit in one of its bank accounts.
Acquisition of Licensing Agreement
In October 1997, the Company entered into an agreement to license
certain patented technology from Leket-Bar Chemicals, Ltd. The Company is
required to pay $400,000 over the next four years and royalties on future
product sales.
F-9
<PAGE> 12
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 September 30, 1997 have consisted principally of
research, product development and testing, and capital acquisition.
The Company's operations have primarily been funded by proceeds from
debt and equity securities.
The Company is making presentations to various venture capital sources
and pursuing a private placement with existing stockholders to raise
additional capital. The Company is also pursuing 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 through the sale of 336,491 shares of common stock. During the
nine months ended September 30, 1997, the Company raised $3,200,460 in
capital through the sale of its common stock.
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 begun Phase 1 human clinical studies on its cancer
metastasis product candidate, GBC-590, in cancer patients at two highly
respected clinical centers in the United States, M. D. Anderson Hospital in
Houston, Texas and the University of Pennsylvania Graduate Hospital in
Philadelphia, Pennsylvania. In May 1997, the Company announced promising
in vitro results from an independent evaluation of the Company's lead
carbohydrate-based anti-fungal compound, CAN-296. Regarding a third
product candidate, MMS-1, experiments conducted during 1996 and prior years
proved the possible effectiveness of the compound as a potential treatment
for immune system disorders and cancer. Animal studies of MMS-1 are
expected to continue during 1997 and clinical testing is currently expected
by the third quarter of 1998. The Company will explore new applications of
its product candidates and continue research on additional product
candidates based on carbohydrate chemistry currently under development.
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . continued
Overview . . . continued
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 various
regulatory authorities and convinced growers of the product's potential.
In November 1997, the Company received EPA approval and expects to begin
product marketing in the second quarter 1998. The Company is also pursuing
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, AGI 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 of the second year's payment during the nine month period ended
September 30, 1997 and has been charged against research and development
costs.
On April 29, 1997, Agricultural Glycosystems, Inc., signed an
exclusive, worldwide licensing agreement with Agrogene Ltd. to
commercialize carbohydrate compounds derived from 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. Our
initial focus is to continue field testing of AGI-04-106 the first product
from this agreement, for use as a natural, non-toxic fungicide to
complement our 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. A second payment of $25,000 was made in September,
1997.
<PAGE>
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . continued
Overview . . . continued
On October 22, 1997, AGI entered into an exclusive, worldwide
assignment agreement with Leket-Bar Chemical Ltd. for all of their
agricultural products. The Company has committed to pay $400,000 over the
next four years and royalties on future product sales. Leket-Bar Chemical
Ltd. is an Israeli biotechnology company that has developed and is
marketing a series of patented products including several modified
carbohydrate compounds for use as fertilizers and fungicides. The products
have already proven to have broad agricultural applications in the market
place. The acquisition will enable AGI to accelerate entry into world
markets with a portfolio of non-toxic products. Such products include
several carbohydrate based fertilizers that do not require EPA registration
and have toxicity profiles similar to food grade products. Some of the
products acquired include non-toxic fertilizers and a degradable fungicide.
The products acquired in this transaction have been approved and marketed
for several years in Israel and six other countries. Leket-Bar's
technologies fit the Company's Safe Science approach to the development of
agricultural products. The Company's goal is to introduce to the
commercial grower as well as the consumer, for home and garden use, a broad
range of agricultural products that are safer for humans and the
environment under the single brand name GREENLEAF.
Results of Operations
General and Administrative. General and administrative expenses
increased to $307,613 for the three months ended September 30, 1997 from
$269,220 for the three months ended September 30, 1996 (a 14% increase) and
to $1,106,278 for the nine months ended September 30, 1997 from $751,006
for the nine months ended September 30, 1996 (a 47% increase). The
increases consisted primarily of increases in public relations fees,
professional fees and other expenses as a result of the Company's expanded
scope of operations. Included in general and administrative expenses for
the nine months ended September 30, 1997 are $48,687 of professional fees
which were paid by grants of stock options.
Research and Development. Research and development expenses increased
to $1,242,887 for the three months ended September 30, 1997 from $234,119
for the three months ended September 30, 1996 (a 430% increase) and to
$3,061,179 for the nine months ended September 30, 1997 from $543,742 for
the nine months ended September 30, 1996 (a 462% increase). The increases
consisted primarily of increases in consulting fees due in large part to
stock and options issued under agreements with consultants, supplies and
testing costs in connection with the clinical trials of GBC-590,
development efforts related to other product candidates, and the
acquisition of the minority interest in its subsidiary. Included in
research and development expenses for the nine months ended September 30,
1997 are $2,061,572 of costs paid by the issuance of common stock and
grants of stock options.
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . continued
Results of Operations . . . continued
Other Income (expense). Other income, net, increased to $17,199 for
the three months ended September 30, 1997 from $8,955 for the three months
ended September 30, 1996 to $15,167 for the nine months ended September 30,
1997 from $(87,722) for the nine months ended September 30, 1996. The
increases are 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
$6,281,000. For the nine months ended September 30, 1997, the Company's
operations utilized cash of $1,981,000 primarily to fund the operating loss
and the Company loaned stockholders $90,000. These uses of cash were
offset by equity financings that resulted in net proceeds of $3,200,460 to
the Company.
The Company has no significant commitments for the purchase of
equipment, product manufacturing or marketing efforts at present. The
Company leased office facilities under a two-year lease which terminated in
August 1997. Additional office space has been leased and the Company has
moved its operations to the new location on November 1, 1997. The move is
necessary to meet current and future expansion needs. Annual rent expense
will be approximately $80,000. The expiration date on the new lease is May
31, 2002.
As discussed in Note 5, the Company has an annual obligation of
$100,000 a year for the next four years to purchase certain licensing
agreements.
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 September 30,
1997, the Company's accumulated deficit was $7,294,699 and cash balances
were $1,561,580. 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.
<PAGE> 16
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Response: See notes to consolidated financial statements.
ITEM 2. CHANGES IN SECURITIES
Response: None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Response: None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on Tuesday, June
24, 1997. The following represents the results of the voting on proposals
submitted to a vote of stockholders at such meeting:
1. Proposal to elect directors for the ensuing year.
Number of Votes
For Against Abstain
Bradley J. Carver 8,344,865 177 1,456
David Platt, Ph.D. 8,344,865 177 1,456
2. Proposal to ratify the selection by the Board of Directors of
Arthur Andersen LLP as the Company's independent accountants for 1997.
Number of Votes
For Against Abstain
8,341,516 4,838 144
<PAGE> 17
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 13th day of November, 1997.
IGG INTERNATIONAL, INC.
(the "Registrant")
BY: /s/ Bradley J. Carver,
President, Treasurer, Chief
Financial Officer and a member
of the Board of Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at September 30, 1997 (Unaudited) and the
Statement of Operations for the nine monhts ended September 30, 1997 (Unaudited)
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1997
<CASH> 1,561,580
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,587,729
<PP&E> 53,522
<DEPRECIATION> 25,032
<TOTAL-ASSETS> 1,705,911
<CURRENT-LIABILITIES> 209,391
<BONDS> 0
0
0
<COMMON> 115,140
<OTHER-SE> 1,381,380
<TOTAL-LIABILITY-AND-EQUITY> 1,705,911
<SALES> 0
<TOTAL-REVENUES> 55,167
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,167,457
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,167,457
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,167,457
<EPS-PRIMARY> (0.38)
<EPS-DILUTED> (0.38)
</TABLE>
