FORM 10QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 10549
(Mark One)
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] 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 0-15888 .
IGENE Biotechnology, Inc.
(Exact name of Registrant as specified in its charter)
Maryland 52-1230461
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
9110 Red Branch Road, Columbia, Maryland 21045-2020
(Address of principal executive officers) (Zip code)
Registrant's telephone number, including area code:(410)997-2599
None
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by a 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
The number of shares outstanding of the Registrant's $.01 par
value Common Stock as of June 30, 1996 is 18,604,472 .
FORM 10QSB
IGENE Biotechnology, Inc.
INDEX
Page
PART I - FINANCIAL INFORMATION
Balance Sheets...................................... 4
Statements of Operations ........................... 5
Statements of Stockholder's Deficit ................ 6
Statements of Cash Flows ........................... 8
Notes to Financial Statements ...................... 9
Management's Discussion and Analysis of Financial
Conditions and Results of Operations .......... 11
PART II - OTHER INFORMATION .......................... 15
SIGNATURES ........................................... 16
IGENE BIOTECHNOLOGY, INC.
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
PART I - FINANCIAL INFORMATION
IGENE Biotechnology, Inc.
Balance Sheets
June 30, June 30, December 31,
1996 1995 1995
(Unaudited)(Unaudited)
ASSETS
Current assets:
Cash and cash
equivalents ......... $ 45,311 $ 73,272 $ 8,326
Accounts receivable..... 54,359 13,831 11,129
Inventory-finished
goods ............... --- 1,240 ---
Due from stockholder ... 4,760 --- 44,680
Prepaid expenses ....... 1,488 3,230 ---
Total current assets .. 105,918 91,573 64,135
Property and equipment, net 26,106 30,856 29,520
Security deposits ........ 10,600 10,600 10,600
$142,624 $133,029 $104,255
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and
other accrued
expenses ............ 238,750 228,465 271,127
Debenture interest
payable ............. 30,000 30,000 30,000
Promissory Notes payable 417,000 536,300 100,000
Total current liabilities. 685,750 794,765 401,127
Long term liabilities:
Variable rate
subordinated
debenture ...........1,500,000 1,500,000 1,500,000
Total liabilities ........2,185,750 2,294,765 1,901,127
Redeemable preferred stock --
8% cumulative, convertible, voting,
Series A, $.01 par value per share;
redemption value $12.96, $12.32
and $12.64 per share. Authorized
920,000 shares; issued 35,842;
38,342; and 38,342
shares............... 464,512 472,373 484,643
Stockholders' deficit:
Preferred stock --
$.01 par value per share.
8% cumulative, convertible,
voting, Series A.
Authorized and issued
187,500 shares (aggregate
involuntary liquidation
value of $2,430,000;
2,310,000; and
2,370,000 ........... 1,875 1,875 1,875
Common stock -- $.01 par
value per share.
Authorized 35,000,000
shares; issued 18,604,472;
13,001,904; and
18,572,805 shares ... 186,046 130,557 185,728
Additional paid-in
capital .......... 17,922,956 17,164,282 17,843,142
Deficit ........... (20,618,514)(19,930,823)(20,312,260)
Total stockholders'
deficit .......... (2,507,638) (2,634,109) (2,281,515)
$ 142,624 $ 133,029 $ 104,255
See accompanying notes to financial statements
IGENE Biotechnology, Inc.
Statements of Operations
(Unaudited)
--- Three months ended --- --- Six months ended ---
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
Sales $ 8,106 $ (306) $ 31,075 $ 9,242
Cost of
sales ...... 6,948 (694) 18,383 7,557
1,158 388 12,692 1,685
Technology
license
income ..... --- 200,000 --- 200,000
Technology
services
income ..... 41,000 9,000 64,159 9,000
Net revenue. 42,158 209,388 76,851 210,685
Selling,
general and
administrative
expenses:
Marketing
and selling 1,439 1,665 2,595 2,537
Research,
development
and pilot
plant .... 77,823 90,135 156,926 174,290
General
and
administra-
tive ..... 68,857 63,368 152,767 119,235
148,119 (155,168) 312,288 (296,062)
Operating
income
(loss) ....(105,961) 54,220 (235,437) (85,377)
Other income
(expenses):
Investment
income ... --- 113 1 126
Other income
(loss) ..... --- (330) --- 112
Interest
expense ....(37,423) (30,066) (70,818) (69,975)
Forgiveness
of Interest
on Promissory
Notes ...... --- --- --- 33,395
Net income
(loss) .... (143,384) 23,937 (306,254) (121,719)
Net loss
per common
share .... $ (0.01) $ 0.00 $ (0.01) $ 0.00
See accompanying notes to financial statements
IGENE Biotechnology, Inc.
Statements of Stockholder's Deficit
(Unaudited)
Redeemable
Preferred Stock Preferred Stock Common Stock
(Shares/Amount) (Shares/Amount) (Shares/Amount)
Balance at
December 31,
1994....... 38,592/$463,104 187,500/$1,875 13,028,571/$130,286
Cumulative
undeclared
dividends on
redeemable
preferred
stock..... 12,270 --- ---
Issuance of
26,667 shares
of common
stock in
lieu of
cash payment
for interest
on subordinated
debenture ............ --- --- 26,667/$267
Conversion of
preferred
stock to
common stock.. (250)/$(3,000) --- 500/$5
Net Loss
for Quarter
ended June 30,
1995 ......... --- --- ---
Balance
at June 30,
1995 ....... 38,342/$472,373 187,500/$1,875 13,055,738/$130,558
Balance at
December 31,
1995....... 38,342/$484,643 187,500/$1,875 18,572,805/$185,728
Cumulative
undeclared
dividends on
redeemable
preferred
stock....... 11,469 --- ---
Issuance of
26,667 shares
of common stock
in lieu of
cash payment
for interest
on subordinated
debenture ...... --- --- 26,667/$267
Conversion of
preferred
stock to
common stock(2,500)/$(31,600) --- 5,000/$50
Net Loss for
Quarter ended
June 30, 1996 .. --- --- ---
Balance at June 30,
1996........ 35,842/$464,512 187,500/$1,875 18,604,472/$186,045
See accompanying notes to financial statements
IGENE Biotechnology, Inc.
Statements of Stockholder's Deficit
(Unaudited- Continued)
Total
Additional Stockholder's
Paid-In Capital Deficit Deficit
Balance at
December 31,
1994..............$17,113,824 $(19,809,104) $(2,563,120)
Cumulative
undeclared
dividends on
redeemable
preferred stock... (12,270) --- (12,270)
Issuance of
26,667 shares
of common stock
in lieu of cash
payment for
interest on
subordinated
debenture ............ 59,733 --- 60,000
Conversion of
preferred stock
to common stock...... 2,995 --- 3,000
Net Loss for
six months ended
June 30, 1995........ --- (121,719) (121,719)
Balance at June 30,
1995 ............ $17,164,282 $(19,930,823) $(2,634,109)
Balance at
December 31, 1995.$17,843,142 $(20,312,260) $(2,281,515)
Cumulative
undeclared
dividends on
redeemable
preferred stock..... (11,469) --- (11,469)
Issuance of
26,667 shares
of common stock
in lieu of
cash payment
for interest on
subordinated
debenture .......... 59,733 --- 60,000
Conversion of
preferred stock
to common stock .... 31,550 --- 31,600
Net Loss
for six months
ended June 30, 1996 . --- (306,254) (306,254)
Balance at June 30,
1996 ........... $17,922,956 $(20,618,514) $(2,507,638)
See accompanying notes to financial statements
IGENE Biotechnology, Inc.
Statements of Cash Flows
(Unaudited)
--- Six months ended ---
June 30, June 30,
1996 1995
Cash flows from operating activities:
Net loss .............................$( 306,254) $( 121,719)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization ........ 3,414 4,343
Interest on debenture paid in shares
of common stock .................. 60,000 60,000
Changes in assets and liabilities:
Increase (decrease) in accounts payable
and other accrued expenses ....... (32,377) (9,558)
Decrease (increase) in accounts
receivable ....................... (43,230) (3,041)
Decrease (increase) in prepaid expenses
and deposits ..................... (1,488) (1,792)
Decrease (increase) in inventories ... --- (1,240)
Net cash used in operating activities (319,935) (73,007)
Cash flows from investing activities:
Capital expenditures ........... --- ---
Net cash used in investing activities. --- ---
Cash flows from financing activities:
Amount repaid by stockholders ........ 44,680 ---
Amount due from stockholders ......... (4,760) ---
Issuance of promissory notes ......... 317,000 126,750
Net cash provided by (used in) financing
activities ....................... 356,920 126,750
Net increase (decrease) in cash and
cash equivalents ................. 36,985 (53,743)
Cash and cash equivalents at beginning
of year .......................... 8,326 19,529
Cash and cash equivalents at
end of period ....................$ 45,311 $ 73,272
Supplementary disclosure - cash paid
for interest .....................$ --- $ ---
Noncash investing and financing activities:
During the six months ended June 30, 1996 and 1995, the
Company issued 26,667 shares of common stock in each period in
payment of interest on the variable rate subordinated debenture.
If paid in cash, the interest would have been payable at 8%
during each period, or $60,000. Shares may be issued in lieu of
cash per the debenture agreement at the higher of $2.25 per share
or market price per share. The stock was issued and related
interest expense for the three months and six months ended June
30, 1996 and 1995 were recorded at $2.25 per share, or $60,000 in
the aggregate, in each period.
During the six months ended June 30, 1996 and 1995, the
Company recorded dividends in arrears on 8% redeemable preferred
stock at $.32 per share, aggregating $11,469 and $12,270,
respectively in each period which has been removed from paid-in
capital and included in the carrying value of the redeemable
preferred stock.
See accompanying notes to financial statements.
IGENE Biotechnology, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(1) Unaudited Financial Statements
The financial statements presented herein as of June 30,
1996 and 1995 and for the six-month period ended June 30, 1996
and 1995 are unaudited and, in the opinion of management, include
all adjustments (consisting only of normal recurring accruals)
necessary for a fair presentation of financial position and
results of operations. Such financial statements do not include
all of the information and footnote disclosures normally included
in audited financial statements prepared in accordance with
generally accepted accounting principles.
(2) Inventories
None.
(3) Stockholders' Equity
At June 30, 1996 and 1995, 76,684 shares of authorized but
unissued common stock were reserved for issuance upon conversion
of the Company's outstanding preferred stock.
As of June 30, 1996 and 1995, 2,000,000 and 1,200,000
shares of authorized but unissued common stock were reserved for
exercise pursuant to the 1986 Stock Option Plan.
As of June 30, 1996 and 1995, the Company had reserved
shares for the exercise of Warrants to purchase an aggregate of
252,400 shares of Common Stock to Kimelman & Baird, LLC, at $.75
per share expiring June 26, 1996.
The Warrants were issued to the aforementioned for acting
as placement agent in the Company's private placement of $510,500
in gross proceeds which closed June 26, 1992 and there were
substantial restrictions against the transfer of those Warrants.
The Warrants were not publicly traded and there were no trades of
these Warrants before the June 26, 1996 expiration date.
As of June 30, 1996 and 1995, 800,000 shares of authorized
but unissued common stock were reserved for issuance upon
reinvestment of interest on the variable rate subordinated
debenture and 375,000 shares of authorized but unissued common
stock were reserved for issuance upon conversion of the variable
rate subordinated debenture.
As of June 30, 1996, 21,903,024 shares of Common Stock were
reserved for the conversion of Promissory Notes and the issue of
Warrants subject to that conversion. The Promissory Notes are
held by Directors of the Company.
(4) Net Loss Per Common Share
Net loss per common share for the six-month periods ended
June 30, 1996 and 1995 is based on 18,590,534 and 13,114,719
weighted average shares, respectively. For purposes of computing
net loss per common share, the amount of net loss has been
increased by cumulative undeclared dividends in arrears on
preferred stock.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Sales revenue for the six-month period ended June 30, 1996
increased from $9,242 in the six-month period ended June 30, 1995
to $31,075 in the corresponding period in 1996. This increase
(236%) resulted from an increase in domestic sales of ClandoSan
to several large distributors for the product. Cost of product
sales as a percentage of product sales decreased from 84% for the
second quarter of 1995 to 59% for the second quarter of 1996.
Total revenue for the six-month period ending June 30, 1996
decreased by approximately $123,000, compared with the
corresponding period in 1995 and reflects a one-time technology
licensing fee received in the second quarter of 1995. Additional
sales of ClandoSan will depend on continued marketing
arrangements with distributors for the product and the Company's
own limited direct sales. The Company expects to continue to
focus its efforts on AstaXin and is in discussion with potential
manufacturing and marketing partners for the product.
Demonstration production runs are planned for third quarter 1996.
Product from these runs will be used for fish feeding trials and
to test market the product. Long-term production and sale of
AstaXin will depend on the Company's ability to find suitable
manufacturing partners as it has no commercial scale
manufacturing facilities of its own.
Research, development and pilot plant expenses decreased by 13.6%
for the current quarter when compared to the corresponding
quarter in 1995. This decrease was due to a decrease in
equipment repairs and utility expenses. Research and
development costs may be expected to increase gradually in
support of increased manufacturing efforts for AstaXin , but
would be offset by technology licensing and sales of the product.
Marketing expenses for the second quarter of 1996 are similar to
that of second quarter 1995 and are related primarily to the
Company's ClandoSan product. Marketing expenses related to
AstaXin could be expected to increase if production and sales
increase, and will depend on marketing arrangements with
distributors of the product. This income would be offset by
revenue from sales of product.
General and administrative expenses increased by approximately
8.7% for the second quarter of 1996 over the same period in 1995.
This increase resulted from increased payroll expenses incurred
following the hiring of a Chief Executive Officer in January
1996, and an increase in business travel related to AstaXin .
A portion of the increase was offset by a decrease in rent and
occupancy expense resulting from a newly negotiated lease which
took effect in 1996.
Interest expense for the six month period ended June 30, 1996
increased by approximately $7,400 over the same period in the
prior year and reflects the increase in prime interest rate and
the issuance of additional promissory notes to certain directors
of the Company during the six-months ended June 30, 1996.
As a result of the foregoing, the Company reported a net loss of
$143,384, or $.01 per common share during the second quarter of
1996, compared to a net income of $23,937, or $.00 per common
share in the same period in 1995. (In 1995, operating expenses
were offset by a one-time licensing fee.) The weighted average
number of common shares outstanding increased to 18,590,534 in
the second quarter of 1996 from 13,114,719 in the second quarter
of 1995. This increase in shares reflects the annual issuance of
common stock as payment of interest on a variable note
subordinated debenture, a private placement of 1,200,000 shares
of common stock by certain directors of the Company, the issuance
of an additional 4,290,000 shares of common stock in cancellation
of promissory notes to certain directors of the Company, and the
conversion of 2,500 shares of redeemable preferred stock into
5,000 shares of common stock of the Company.
Financial Position
In December 1988, the Company suspended payment of the quarterly
dividend on its preferred stock. Resumption of the dividend will
require significant improvements in cash flow. Unpaid dividends
cumulate for future payment or increase the liquidation
preference or redemption value of the preferred stock.
As of June 30, 1996, total dividends in arrears on the Company's
preferred stock was $1,107,776, of which $177,776 ($4.96 per
share) was included in the carrying value of the redeemable
preferred stock and $930,000 ($4.96 per share) was included in
the liquidation preference of the preferred stock.
Liquidity and Capital Resources
Historically, the Company has been funded primarily by equity
contributions, loans from stockholders and license fees. As of
June 30, 1996, the Company had a working capital deficit of
approximately $580,000, and cash and cash equivalents of $45,311,
consisting primarily of proceeds from Promissory Notes issued to
certain Directors of the Company described below.
Cash used by operations in the quarter ended June 30, 1996
amounted to $144,467 while cash provided by operations during the
corresponding period in 1995 amounted to $53,834 because of a
one-time technology licensing fee received in second quarter
1995. IGENE continues to focus on research and development of
its products, achieving only minimal sales of its ClandoSan and
AstaXin products. In 1995 the amount of cash required to fund
operations was offset through a Licensing Agreement for AstaXin
with Archer Daniels Midland Co. ("ADM"), Decatur, Illinois,
signed in May 1995. That Agreement provided for a cash payment
of $200,000 at signing and a royalty based on sales. On February
29, 1996, ADM terminated its Licensing Agreement with the
Company. Consequently, additional cash was required to fund
1996 operations. The Company is actively seeking other
potential manufacturers for AstaXin , and is in discussion with a
potential manufacturer of its AstaXin technology. The Company
believes this technology to be highly marketable.
No cash was provided by investing activities for the quarters
ended June 30, 1996 and June 30, 1995. This is reflective of the
Company's continued plan to minimize capital expenditures, since
existing equipment is believed to be sufficient to meet the needs
of the Company for the foreseeable future.
The following is a summary of the Company's financing activities
for 1995 and the quarter ended June 30, 1996:
On January 23, 1995, and March 7, 1995 the Company issued
promissory notes to certain directors of the Company (Kimelman,
Kempner, Abeles, Cenerazzo and Knafel) for a total aggregate
consideration of $126,750. The notes specify that interest will
be paid quarterly in arrears at Prime Rate. In addition, at any
time before repayment, the value of the notes may be converted
to common shares of the Company at $.1875 per share for the notes
dated January 23, 1995, and $.125 per share for the notes dated
March 7, 1995. On December 14, 1995 the January 23,1995 and
March 7, 1995 notes were terminated, with equal amounts of
common stock and warrants being issued in their place equal to
the principal amount of each of the notes divided by $.125 which
was the per share price of the stock at the time.
On May 11, 1995 the Company and Archer Daniels Midland Company
signed a non-exclusive licensing agreement for AstaXin . The
Agreement provided for an initial payment of $200,000 and
royalties based on sales. In addition, the Company received
$24,415 in 1995 for technology services pertaining to the
Agreement. The Company also received payment of $25,000 in
December, 1995 under the terms of the Agreement. On February 29,
1996 Archer Daniels Midland Company terminated its licensing
agreement with the Company.
On August 15, 1995 certain directors of the Company (Abeles,
Cenerazzo, Kempner, Kimelman, Knafel) purchased from the Company
1,200,000 shares of common stock of the Company at a price of
$.125 per share for an aggregate purchase amount of $150,000.
At its Annual Meeting on December 14, 1995 the shareholders of
the Company approved the conversion of all promissory notes
issued to certain directors of the Company (Kimelman, Kempner,
Abeles, Cenerazzo, Knafel, and Low-Beer) from August 1993 until
February 10, 1994, into common stock, along with warrants to
purchased additional shares of common stock at a price of $.125
per share at any time during the period from April 3, 1995 to
April 3, 1998, all shares being equal to the aggregate principal
amount of the loans divided by $.125, which was the fair market
value of the common stock as quoted on April 3, 1995 by the
National Quotation Bureau. These shares were issued on December
31, 1995.
On February 9, 1996 and March 11, 1996, the Company issued
promissory notes to certain directors of the Company (Kimelman,
Kempner, Abeles, Cenerazzo, Knafel) for an aggregate
consideration of $140,000. These notes specify that at any time
prior to repayment the holder has the right to convert the note
to common stock of the Company at $.10 per share for the note
issued February 9, 1996 and at $.09 per share for the note issued
March 11, 1996, and to receive warrants for an equivalent number
of common shares at $.10 per share for the note issued February
9, 1996 and at $.09 per share for the note issued March 11, 1996.
The promissory notes are due on demand with interest charged at
the prime rate.
On April 23, May 9, and June 7, 1996, the Company issued
promissory notes to certain directors of the Company (Kimelman,
Kempner, Abeles, Cenerazzo, Knafel) for an aggregate
consideration of $177,000. These notes specify that at any time
prior to repayment the holder has the right to convert the note
to common stock of the Company at $.09 per share for the note
issued April 23, 1996, $.06 per share for the note issued May 9,
1996, and $.05 per share for the note issued June 7, 1996, and to
receive warrants for an equivalent number of common shares
at $.09 per share for the note issued April 23, 1996, $.06 per
share for the note issued May 9, 1996, and $.05 per share for the
note issued June 7, 1996. The promissory notes are due on demand
with interest charged at the prime rate. As of June 30, 1996
$4,760 remained uncollected from stockholder.
In the long-term, the Company is continuing its development of
additional AstaXin technology which it hopes to license and
market to benefit future periods.
The Company does not believe that inflation has had a significant
impact on the Company's operations during the past two years.
FORM 10QSB
IGENE Biotechnology, Inc.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
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
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
Item 7. Subsequent Events
On July 24, 1996, the Company issued promissory notes to certain
directors of the Company (Kimelman, Kempner, Abeles, Cenerazzo,
Knafel) for an aggregate consideration of $90,000. These notes
specify that at any time prior to repayment the holder has the
right to convert the note to common stock of the Company at $.115
per share, and to receive warrants for an equivalent number of
common shares at $.115 per share. The promissory notes are due
on demand with interest charged at the prime rate.
FORM 10QSB
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.
IGENE Biotechnology, Inc.
(Registrant)
Date: August 15, 1996
/s/ Stephen F. Hiu
Stephen F. Hiu
President, Treasurer and
Secretary
(On behalf of the Registrant and as
Principal Financial Officer)