DRAFT FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
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 1-12830
BioTime, Inc.
(Exact name of registrant as specified in its charter)
California 94-3127919
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
935 Pardee Street
Berkeley, California 94710
(Address of principal executive offices)
(510) 845-9535
(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 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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. 11,596,229 common shares, no
par value, as of November 8, 2001.
PART 1--FINANCIAL INFORMATION
Statements made in this Report that are not historical facts may constitute
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those discussed. Such risks
and uncertainties include but are not limited to those discussed in this report
under Item 1 of the Notes to Financial Statements, and in BioTime's Annual
Report on Form 10-K filed with the Securities and Exchange Commission. Words
such as "expects," "may," "will," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," and similar expressions identify forward-looking
statements.
Item 1. Financial Statements
BIOTIME, INC,
(A Development Stage Company)
CONDENSED BALANCE SHEETS
(Unaudited)
September 30, December 31,
ASSETS 2001 2000
------------- ------------
CURRENT ASSETS
Cash and cash equivalents $ 1,937,086 $ 1,318,338
Prepaid expenses and other current assets 251,794 122,648
------------ ------------
Total current assets 2,188,880 1,440,986
EQUIPMENT, Net of accumulated depreciation of $396,517and $332,777 184,957 226,598
DEPOSITS AND OTHER ASSETS 9,900 9,900
------------ ------------
TOTAL ASSETS $ 2,383,737 $ 1,677,484
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 102,232 $ 359,749
Debentures 3,350,000 0
------------ ------------
Total current liabilities 3,452,232 359,749
COMMITMENTS
SHAREHOLDERS' EQUITY:
Preferred Shares, no par value, undesignated as to Series,
authorized 1,000,000 shares; none outstanding
Common Shares, no par value, authorized 40,000,000 shares; issued
and outstanding 10,891,031and 11,426,604 28,948,906 28,360,007
Contributed Capital 93,973 93,972
Deficit accumulated during development stage (30,111,374) (27,136,244)
------------ ------------
Total shareholders' equity (1,068,495) 1,317,735
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 2,383,737 $ 1,677,484
============ ============
See notes to financial statements.
BIOTIME, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended Period from Inception
(November 30, 1990) to
September 30, 2001 September 30, 2000 September 30, 2001 September 30, 2000 September 30, 2001
------------------ ------------------ ------------------ ------------------ ----------------------
REVENUE:
License fee $ -- $ -- $ -- $ -- $ 2,500,000
Royalty 36,416 -- 99,069 -- 159,257
------------ ------------ ------------ ------------ ------------
Total revenue $ 36,416 $ -- $ 99,069 $ -- $ 2,659,257
------------ ------------ ------------ ------------ ------------
EXPENSES:
Research and development (236,481) (847,035) (1,381,086) (2,687,112) (21,277,617)
General and administrative (734,024) (438,654) (1,779,601) (1,362,835) (13,250,896)
------------ ------------ ------------ ------------ ------------
Total expenses (970,505) (1,285,689) (3,160,687) (4,049,947) (34,528,513)
------------ ------------ ------------ ------------ ------------
INTEREST AND OTHER INCOME: 30,722 60,734 24,816 175,284 1,782,713
------------ ------------ ------------ ------------ ------------
NET LOSS $ (903,367) $ (1,224,955) $ (3,036,802) $ (3,874,663) $(30,111,374)
============ ============ ============ ============ ============
BASIC AND DILUTED LOSS
PER SHARE $ (0.08) $ (0.11) $ (0.18) $ (0.36)
============ ============ ============ ============
COMMON AND EQUIVALENT
SHARES USED IN
COMPUTING PER SHARE
AMOUNTS:
BASIC AND DILUTED 11,566,698 10,914,073 17,308,632 10,899,426
============ ============ ============ ============
See notes to financial statements.
3
BIOTIME, INC.
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' EQUITY
Series A Convertible
Preferred Shares Common Shares Deficit
---------------------- ----------------------- Accumulated
Number Number Contributed During
of Shares Amount of Shares Amount Capital Development Stage
---------- ---------- ---------- ------------ ------------ -----------------
BALANCE, November 30, 1990
(date of inception) -- -- -- -- -- --
NOVEMBER 1990:
Common shares issued for cash 1,312,758 $ 263
DECEMBER 1990:
Common shares issued for
stock of a separate entity at fair value 1,050,210 137,400
Contributed equipment at appraised
value $ 16,425
Contributed cash 77,547
MAY 1991:
Common shares issued for cash
less offering costs 101,175 54,463
Common shares issued for stock
of a separate entity at fair value 100,020 60,000
JULY 1991:
Common shares issued for
services performed 30,000 18,000
AUGUST-DECEMBER 1991:
Preferred shares issued for
cash less offering costs of $125,700 360,000 $474,300
MARCH 1992:
Common shares issued for
cash less offering costs of $1,015,873 2,173,500 4,780,127
Preferred shares converted
into common shares (360,000) (474,300) 360,000 474,300
Dividends declared and paid
on preferred shares $ (24,831)
MARCH 1994:
Common shares issued for cash less
offering costs of $865,826 2,805,600 3,927,074
JANUARY-JUNE 1995:
Common shares repurchased
with cash (253,800) (190,029)
JULY 1995-JUNE 1996:
Common shares issued for cash 608,697 1,229,670
Common shares repurchased with cash (18,600) (12,693)
Common shares warrants and options
granted for services 356,000
NET LOSS (8,064,471)
----------- --------- --------- ---------- ----------- -----------
BALANCE AT JUNE 30, 1996 -- $ -- 8,269,560 $10,834,575 $93,972 $(8,089,302)
See notes to financial statements. (Continued)
4
BIOTIME, INC.
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' EQUITY
Series A Convertible
(Continued) Preferred Shares Common Shares Deficit
--------------------- -------------------------- Accumulated
Number of Number of Contributed During
Shares Amount Shares Amount Capital Development Stage
---------- ---------- ------------- ----------- ----------- -----------------
JULY 1996 - JUNE 1997:
Common shares issued for cash less
offering costs of $170,597 849,327 5,491,583
Common shares issued for cash
(exercise of options and warrants) 490,689 1,194,488
Common shares warrants and options
granted for service 105,000
JULY 1997 - JUNE 1998:
Common shares issued for cash
(exercise of options) 337,500 887,690
Common shares warrants and options
granted for service 38,050
Common shares issued for services 500 6,250
JULY 1998 - DECEMBER 1998:
Common shares issued for cash
(exercise of options and warrants) 84,000 395,730
Common shares options granted for services 50,000
Common shares issued for
services 1,500 18,750
NET LOSS (8,642,034)
---------- ---------- ---------- ----------- ---------- --------------
BALANCE AT DECEMBER 31, 1998 -- -- 10,033,076 19,022,116 93,972 (16,731,336)
Common shares issued for cash (less
offering costs of $128,024) 751,654 7,200,602
Common shares issued for cash and
exchange for 2,491 common shares
which were canceled (exercise of
options) 65,509 199,810
Common shares issued for services 792 9,900
Common shares warrant donated 552,000
Common shares issued for cash
(exercise of warrant) 40,000 20,000
Options granted for services 195,952
NET LOSS (5,479,884)
---------- ---------- ---------- ---------- ---------- --------------
BALANCE AT DECEMBER 31, 1999 -- -- 10,891,031 27,200,380 93,972 (22,211,220)
See notes to financial statements. (Continued)
5
BIOTIME, INC.
(A Development Stage Company)
STATEMENTS OF SHAREHOLDERS' EQUITY
Series A Convertible
(Continued) Preferred Shares Common Shares Deficit
---------------------- -------------------------- Accumulated
Number Number of Contributed During
of Shares Amount Shares Amount Capital Development Stage
---------- ---------- ------------ -------- ----------- ------------------
Common Shares issued for services
- -unaudited 17,661 131,525
Exercise of Options - unaudited 51,000 51,000
Exercise of Warrants (less issuance
cost of $36,176) - unaudited 466,912 864,964
Options granted for services -
unaudited 112,138
NET LOSS - unaudited (4,925,024)
---------- ---------- ---------- ----------- ---------- --------------
BALANCE AT DECEMBER 31, 2000 -
unaudited -- $ -- 11,426,604 $28,360,007 $ 93,972 $ (27,136,244)
Common Shares issued for services -
unaudited 17,803 136,175
Common Shares issued for cash and
exchange for 5,590 common shares
which were canceled (exercise of
options) - unaudited 57,949 16,500
Common Shares issued in exchange for
3,705 shares which were canceled
(exercise of options) - unaudited 16,055 0
Exercise of warrants - unaudited 77,818 182,872
Common shares warrants granted for
services - unaudited 254,595
Options granted for services -
unaudited (1,243)
NET LOSS - unaudited (3,036,802)
---------- ---------- ---------- ----------- ---------- ---------------
BALANCE AT SEPTEMBER 30, 2001 -
unaudited -- $ -- 11,596,229 $28,948,906 $ 93,972 $ (30,173,046)
========== ========== ========== =========== ========== ===============
See notes to financial statements. (Concluded)
6
BIOTIME, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30, Period from Inception
(November 30, 1990)
2001 2000 to September 30, 2001
------------ ------------- ---------------------
OPERATING ACTIVITIES:
Net loss $(3,036,802) $(3,874,663) $(30,148,215)
Adjustments to reconcile net loss to net
cash used in operating activities:
Deferred Revenue -- -- (1,000,000)
Depreciation 54,018 56,130 406,123
Cost of Donation - warrants -- -- 552,000
Cost of Services - options and warrants 202,178 231,864 1,243,743
Supply Reserves -- -- 200,000
Changes in operating assets and liabilities:
Research and development supplies on hand -- -- (200,000)
Prepaid expenses and other current
assets 54,123 69,711 (68,526)
Deposits and other assets -- -- (9,900)
Accounts payable (199,328) (481,597) 160,421
License fee receivables -- -- --
Deferred revenue -- -- 1,000,000
----------- ----------- ------------
Net cash used in operating activities (2,925,811) (3,998,555) (27,864,354)
----------- ----------- ------------
INVESTING ACTIVITIES:
Sale of investments -- -- 197,400
Purchase of short-term investments -- -- (9,946,203)
Redemption of short-term investments -- -- 9,946,203
Purchase of equipment and furniture (5,116) (33,402) (567,393)
----------- ----------- ------------
Net cash used in investing activities (5,116) (33,402) (369,993)
----------- ----------- ------------
FINANCING ACTIVITIES:
Loans/Debentures 3,350,000 -- 3,350,000
Issuance of preferred shares for cash -- -- 600,000
Preferred shares placement costs -- -- (125,700)
Issuance of common shares for cash -- -- 23,701,732
Common shares placement costs -- (36,177) (2,216,497)
Net proceeds from exercise of common share
options and
warrants 199,372 795,952 5,011,601
Contributed capital - cash -- -- 77,547
Dividends paid on preferred shares -- -- (24,831)
Repurchase Common Shares -- -- (202,722)
----------- ----------- ------------
Net cash provided by financing activities 3,549,372 759,775 30,171,130
----------- ----------- ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 618,445 (3,272,182) 1,936,783
CASH AND CASH EQUIVALENTS:
At beginning of period 1,318,338 5,292,806 --
----------- ----------- ------------
At end of period $ 1,936,783 $ 2,020,624 $ 1,936,783
=========== =========== ============
(Continued)
7
BIOTIME, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
Period from Inception
(November 30, 1990)
2001 2000 to September 30, 2001
--------- ----------- ---------------------
NONCASH FINANCING AND
INVESTING ACTIVITIES:
Receipt of contributed equipment $ 16,425
Issuance of common shares
in exchange for shares of
common stock of Cryomedical
Sciences, Inc. in a stock-for-stock
transaction $ 197,400
Granting of options and warrants for services $254,595 $ 82,065 $1,129,735
Issuance of common shares in exchange for services $131,175 $ 149,799 $ 292,600
Granting of warrant for donation $ 552,000
See notes to condensed financial statements. (Concluded)
8
BIOTIME, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. GENERAL AND DEVELOPMENT STAGE ENTERPRISE
General - BioTime, Inc. (the Company) was organized November 30, 1990 as a
California corporation. The Company is a biomedical organization, currently
in the development stage, which is engaged in the research and development
of synthetic plasma expanders, blood volume substitute solutions, and organ
preservation solutions, for use in surgery, trauma care, organ transplant
procedures, and other areas of medicine.
The balance sheet as of September 30, 2001, the statements of operations
for the three months and nine months ended September 30, 2001 and 2000 and
the period from inception (November 30, 1990) to September 30, 2001, the
statement of shareholders' equity for the nine month period ended September
30, 2001, and the statements of cash flows for the nine months ended
September 30, 2001 and 2000 and the period from inception (November 30,
1990) to September 30, 2001 have been prepared by the Company without
audit. In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) necessary to present fairly the financial
position, results of operations, shareholders' equity and cash flows at
September 30, 2001 and for all periods presented have been made. The
balance sheet as of December 31, 2000 is derived from the Company's audited
financial statements as of that date. The results of operations for the
period ended September 30, 2001 are not necessarily indicative of the
operating results anticipated for the full year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted as permitted by regulations of
the Securities and Exchange Commission. Certain previously furnished
amounts have been reclassified to conform with presentations made during
the current periods. It is suggested that these interim condensed financial
statements be read in conjunction with the annual audited financial
statements and notes thereto included in the Company's Form 10-K for the
year ended December 31, 2000.
Certain Significant Risks and Uncertainties - The preparation of financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Such
management estimates include certain accruals. Actual results could differ
from those estimates.
The Company's operations are subject to a number of factors that can affect
its operating results and financial condition. Such factors include but are
not limited to the following: the results of clinical trials of the
Company's products; the Company's ability to obtain United States Food and
Drug Administration and foreign regulatory approval to market its products;
competition from
9
products manufactured and sold or being developed by other companies; the
price of and demand for Company products; the Company's ability to obtain
additional financing and the terms of any such financing that may be
obtained; the Company's ability to negotiate favorable licensing or other
manufacturing and marketing agreements for its products; the availability
of ingredients used in the Company's products; and the availability of
reimbursement for the cost of the Company's products (and related
treatment) from government health administration authorities, private
health coverage insurers and other organizations.
Development Stage Enterprise - Since inception, the Company has been
engaged in research and development activities in connection with the
development of synthetic plasma expanders, blood volume substitute
solutions and organ preservation products. The Company has limited
operating revenues and has incurred operating losses of $30,086,544 from
inception to September 30, 2001. The successful completion of the Company's
product development program and, ultimately, achieving profitable
operations is dependent upon future events including maintaining adequate
capital to finance its future development activities, obtaining regulatory
approvals for the products it develops and achieving a level of revenues
adequate to support the Company's cost structure.
2. RECENTLY ISSUED ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities," (SFAS 133). SFAS 133, as amended,
requires that every derivative instrument, including certain derivative
instruments embedded in other contracts, be recorded on the balance sheet
at its fair value. Changes in the fair value of derivatives are recorded
each period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if
it is, the type of hedge transaction. The Company adopted SFAS 133, as
amended, effective January 1, 2001. The adoption of SFAS 133, as amended,
did not have a significant impact on the financial position, results of
operations or cash flows of the Company as the Company had no stand-alone
or embedded derivatives at June 30, 2001, and had not historically entered
into any derivative transactions to hedge currency or other exposures.
In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS
No. 140 replaces SFAS No. 125, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities." It revises the
standards for accounting for securitizations and other transfers of
financial assets and collateral and requires certain disclosures, but
carries over most of SFAS No. 125's provisions without reconsideration. The
Company has adopted the applicable disclosure requirements of SFAS No. 140
in its consolidated financial statements as of March 31, 2001. Adoption of
the remaining provisions of SFAS No. 140, which were effective for
transactions entered into after March 31, 2001, did not have any impact on
the Company's financial position or results of operations.
10
3. LICENSE AGREEMENT
In April 1997, BioTime and Abbott Laboratories ("Abbott") entered into an
Exclusive License Agreement (the "License Agreement") under which BioTime
granted to Abbott an exclusive license to manufacture and sell BioTime's
proprietary blood plasma volume expander solution Hextend in the United
States and Canada for certain therapeutic uses.
Under the License Agreement, Abbott has paid the Company $2,500,000 of
license fees based upon achievement of specified milestones. Up to
$37,500,000 of additional license fees will be payable based upon annual
net sales of Hextend at the rate of 10% of annual net sales if annual net
sales exceed $30,000,000 or 5% if annual net sales are between $15,000,000
and $30,000,000. Abbott's obligation to pay license fees on sales of
Hextend will expire on the earlier of January 1, 2007 or, on a country by
country basis, when all patents protecting Hextend in the applicable
country expire or any third party obtains certain regulatory approvals to
market a generic equivalent product in that country.
In addition to the license fees, Abbott will pay the Company a royalty on
annual net sales of Hextend. The royalty rate will be 5% plus an additional
.22% for each increment of $1,000,000 of annual net sales, up to a maximum
royalty rate of 36%. Abbott's obligation to pay royalties on sales of
Hextend will expire in the United States or Canada when all patents
protecting Hextend in the applicable country expire and any third party
obtains certain regulatory approvals to market a generic equivalent product
in that country.
The Company recognizes such revenues in the quarter in which a sales report
is received, rather than the quarter in which the sales took place, as the
Company does not have sufficient sales history to accurately predict
quarterly sales. Revenues for the three months ended September 30, 2001
include royalties on sales made by Abbott during the three months ended
June 30, 2001. Royalties on sales made during the third quarter of 2001
will not be recognized by the Company until the fourth quarter.
Abbott has agreed that the Company may convert Abbott's exclusive license
to a non-exclusive license or may terminate the license outright if certain
minimum sales and royalty payments are not met. In order to terminate the
license outright, BioTime would pay a termination fee in an amount ranging
from the milestone payments made by Abbott to an amount equal to three
times prior year net sales, depending upon when termination occurs.
Management believes that the probability of payments of any termination fee
by the Company is remote.
4. DEBENTURES
During August 2001, the Company received loans, and commitments to loan,
$3,350,000 through the sale of debentures to a group of private investors,
including Alfred D. Kingsley who purchased $1,500,000 of debentures, and
Milton Dresner, a director of the Company. Mr. Kingsley's investment
included the conversion of the outstanding principal balance of the line of
credit, which was $1,000,000 at the date of the sale of the debentures.
Interest on the debentures is payable at an annual rate of 10% and is
payable semiannually. The principal amount of the debentures will be due
and payable on August 1, 2004. BioTime may prepay the debentures, in whole
or in part, at any time without premium or penalty. Under the
11
terms of the debentures BioTime has agreed that commencing October 1, 2001
it will restrict its quarterly cash payments for operating expenses to not
more than $450,000 (excluding interest payable on the debentures) plus the
amount of cash revenues (excluding interest and dividends) it collects for
the quarter. That restriction will expire when BioTime obtains at least
$5,000,000 in cash through sales of equity securities or pays off the
debenture indebtedness in full. For this purpose, cash revenues will
include royalties, license fees, and other proceeds from the sale or
licensing of its products and technology, but will not include interest,
dividends, and any monies borrowed or the proceeds from the issue or sale
of any debt or equity securities. BioTime has also agreed not to declare or
pay any cash dividends on its capital stock or to redeem or repurchase any
shares of its capital stock, until it has paid off the debenture
indebtedness in full.
Investors who purchased the debentures also received warrants to purchase a
total of 515,383 common shares at an exercise price of $6.50 per share. The
warrants will expire if not exercised by August 1, 2004. The Company has
the right to call the warrants for redemption at a redemption price of
$0.01 per share if the closing price of the Company's common shares on the
American Stock Exchange equals or exceeds 150% of the exercise price for
fifteen (15) consecutive trading days and the shares issuable upon the
exercise of the warrants have been registered for sale under the Securities
Act of 1933, as amended (the "Securities Act").
5. SHAREHOLDERS' EQUITY
The Board of Directors of the Company adopted the 1992 Stock Option Plan
(the "Plan") during September 1992. The Plan was approved by the
shareholders at the 1992 Annual Meeting of Shareholders on December 1,
1992. Under the Plan, as amended, the Company has reserved 1,800,000 common
shares for issuance under options granted to eligible persons. No options
may be granted under the Plan more than ten years after the date the Plan
was adopted by the Board of Directors, and no options granted under the
Plan may be exercised after the expiration of ten years from the date of
grant.
Under the Plan, options to purchase common shares may be granted to
employees, directors and certain consultants at prices not less than the
fair market value at date of grant for incentive stock options and not less
than 85% of fair market value for other stock options. These options expire
five to ten years from the date of grant and may be fully exercisable
immediately, or may be exercisable according to a schedule or conditions
specified by the Board of Directors or the Option Committee. As of
September 30, 2001, 445,500 shares were available for future grants under
the Option Plan; and options to purchase 421,701 had been granted and were
outstanding at exercise prices ranging from $1.00 to $18.25. Of the options
granted to consultants, options to purchase 60,000 common shares vest upon
achievement of certain milestones. The Company is amortizing into
compensation the estimated fair value of such options ($354,791 at
September 30, 2000), subject to remeasurement at the end of each reporting
period, over the period estimated to achieve such milestones (one to two
years). Compensation expense recognized on these options during the nine
months ended September 30, 2000 was approximately $30,066 and was recorded
as research and development expense.
During April 1998, the Company entered into a financial advisory services
agreement with Greenbelt Corp. The agreement provided for an initial
payment of $90,000 followed by an advisory fee of $15,000 per month that
was paid quarterly. On August 11, 2000, the Board of Directors approved the
renewal of this agreement for a period of twelve months ending March 31,
2001, but instead of cash compensation Greenbelt Corp. received 30,000
common shares in four
12
quarterly installments of 7,500 shares each. The value of the quarterly
installments was recognized in the quarter they were earned. Under the
agreement, upon the request of Greenbelt Corp., the Company will file a
registration statement to register the shares for public sale.
6. NET INCOME PER SHARE
Basic earnings (loss) per share excludes dilution and is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding during the period. Diluted earnings (loss) per share reflects
the potential dilution from securities and other contracts which are
exercisable or convertible into common shares. Diluted earnings (loss) per
share for the three months ended September 30, 2001 and the nine months
ended September 30, 2001 exclude any effect from such securities as their
inclusion would be antidilutive. As a result, there is no difference
between basic and diluted calculations of loss per share for all periods
presented.
13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Since its inception in November 1990, the Company has been engaged
primarily in research and development activities which have culminated in the
commercial launch of Hextend, its lead product, and a clinical trial of
PentaLyte. The Company's operating revenues have been generated primarily from
licensing fees, including $2,500,000 received from Abbott Laboratories for the
right to manufacture and market Hextend(R) in the United States and Canada. As a
result of the developmental nature of its business and the limited sales of its
product, since the Company's inception in November 1990 it has incurred $
30,111,374 of losses. The Company's ability to generate substantial operating
revenue depends upon its success in developing and marketing or licensing its
plasma volume expanders and organ preservation solutions and technology for
medical use.
Most of the Company's research and development efforts have been devoted to
the Company's first three blood volume replacement products: Hextend,(R)
PentaLyte,(R) and HetaCool.(TM) By testing and bringing all three products to
the market, BioTime can increase its market share by providing the medical
community with solutions to match patients' needs. By developing technology for
the use of HetaCool in low temperature surgery, trauma care, and organ
transplant surgery, BioTime may also create new market segments for its product
line.
The Company's first product, Hextend, is a physiologically balanced blood
plasma volume expander, for the treatment of hypovolemia. Hextend is being sold
in the United States by Abbott Laboratories under an exclusive license from the
Company. Abbott also has the right to sell Hextend in Canada, where an
application for marketing approval is pending. Abbott also has a right to obtain
licenses to manufacture and sell other BioTime products.
Under its License Agreement with the Company, Abbott will report sales of
Hextend and pay the Company the royalties and license fees due on account of
such sales within 90 days after the end of each calendar quarter. The Company
recognizes such revenues in the quarter in which the sales report is received,
rather than the quarter in which the sales took place, as the Company does not
have sufficient sales history to accurately predict quarterly sales. Hextend
sales are still in the ramp-up phase. Revenues for the three months ended
September 30, 2001 were $36,416 and consist of royalties on sales of $669,409
made by Abbott during the period beginning April 1, 2001 and ending June 30,
2001. This represents an increase of approximately 21.6% over sales for the
first quarter of this year. Sales of Hextend for the first six months of 2001
were $1,220,102, up from $516,839 during the same period last year, representing
a 136% increase.
Royalty revenues of $52,848 received from third quarter sales of $971,472
will be recognized by the Company during fourth quarter ending December 31,
2001. Sales of Hextend for the first nine months of 2001 were $2,191,544, up
from $868,914 during the same period last year, representing a 152% increase.
Third quarter sales results for 2001 reflect a 45% increase in sales over
the second quarter, which is more than twice the 21.6% rate of increase from the
first to the second quarter of this year. The
14
Company sees these increase in sales for the third quarter as significant
because it came during the summer quarter, a period during which sales declined
slightly during the previous year, presumably due to a decline in elective
surgeries while patients and physicians were on vacation. The increase also
comes despite a decline in sales following the events of September 11, 2001
which disrupted commerce and travel and caused the postponement of elective
surgeries, especially in the New York metropolitan area. The Company expects
Hextend sales growth to accelerate now that clinical trial results and an
aggressive marketing effort have allowed physicians to become more familiar with
the benefits that can be obtained for their patients by using Hextend.
Abbott's marketing strategy is designed to reach its target customer base
through sales calls and an advertising campaign focused on the use of a
plasma-like substance to replace lost blood volume and the ability of Hextend to
support vital physiological processes.
As part of the marketing program, a number of studies have been conducting
that show the advantages of receiving Hextend and other BioTime products during
surgery. The results of a clinical trial by NJ Wilkes et al performed in England
and entitled "The effects of balanced versus saline-based hetastarch and
crystolloid solutions on acid-base and electrolyte status and gastric mucosal
perfusion in elderly surgical patients" has been published in the October 2001
edition of Anesthesia and Analgesia, and underscores a number of Hextend
benefits including maintenance of normal acid-base balance, blood calcium and
chloride levels and perfusion of portions of the gastro-intestinal tract. As
future studies such as these are completed, the results will be presented at
medical conferences and articles will be written for publication in medical
journals. The Company is also aware of independent studies using Hextend that
are being conducted by physicians and hospitals who may publish their findings
in medical journals or report their findings at medical conferences. The outcome
of future medical studies and timing of the publication or presentation of the
results could have an effect on Hextend sales.
Hextend has been approved for use and added to hospital formularies in
hundreds of hospitals. Inclusion on hospital formularies is important because it
enables physicians to obtain Hextend without the need to special order it.
Obtaining formulary approval can be a lengthy process and may require diligent
efforts. Hextend has already become the standard plasma volume expander at a
number of prominent teaching hospitals and leading medical centers. BioTime
feels that as Hextend use proliferates within the leading US hospitals, other
smaller hospitals will follow their lead and accelerate sales growth.
Hextend is being is being evaluated by a number of military physicians as a
plasma volume expander in the treatment of hypovolemia in combat casualties.
This was the topic of a number of formal presentations and discussions at Combat
Fluid Resuscitation 2001, a meeting held at the Uniformed Services University of
the Health Sciences in Bethesda, Maryland in June, 2001, under their auspices
and that of the Office of Naval Research and the US Army Medical Research and
Materiel Command. Additionally, a meeting was held at Hahnemann University
Medical College of Pennsylvania in Philadelphia on October 8, 2001 at which
military and civilian medical and scientific personnel discussed making
recommendations to the United States military on the use of intravenous fluids
and medical devices to treat combat casualties. Hextend was among the fluids
considered during this meeting.
The Company has completed a Phase I clinical trial of PentaLyte and is
planning the next phase of its clinical trials in which PentaLyte will be used
to treat hypovolemia in surgery.
The Company is also continuing to develop solutions for low temperature
surgery. Once a sufficient amount of data from successful low temperature
surgery has been compiled, the Company plans to seek permission to use Hextend
as a complete replacement for blood under near-freezing
15
conditions. BioTime currently plans to market Hextend for complete blood volume
replacement at very low temperatures under the registered trade mark
"HetaCool(TM)" after FDA approval is obtained.
BioTime has recently launched a research program using HetaCool in animal
models of trauma at the State University of New York Health Science Center in
Brooklyn. Preliminary laboratory results there have already supported the
feasibility of using HetaCool to treat subjects following severe hemorrhage. The
use of HetaCool at near-freezing temperatures also will be studied in animal
models of cardiovascular surgery at the Texas Heart Institute in Houston. The
project has been approved by the appropriate internal committees, and is
awaiting the beginning of experimentation.
BioTime scientists believe that the HetaCool program has the potential to
produce a product that could be used in very high fluid volumes (50 liters or
more per procedure if HetaCool were used as an organ preservation solution or to
temporarily replace substantially all of the patient's circulating blood volume)
in cardiovascular surgery, trauma treatment, and organ transplantation.
Abbott has an option to obtain a license to market PentaLyte and HetaCool
in the United States and Canada, and BioTime would receive additional license
fees if those options are exercised, in addition to royalties on subsequent
sales of those products. BioTime and certain pharmaceutical companies are
discussing potential manufacturing, distributing and marketing agreements for
BioTime products in the rest of the world.
In order to commence clinical trials for regulatory approval of new
products or new therapeutic uses of products, it will be necessary for the
Company to prepare and file with the FDA an Investigational New Drug Application
("IND") or an amendment to expand a previous filing. Filings with foreign
regulatory agencies will be required to commence clinical trials overseas. The
Company's application to market Hextend in Canada has been found acceptable for
review as a New Drug Submission by the Canadian Health Protection Branch (HPB),
and the Company is currently awaiting completion of HPB's review of that
application. During the third quarter of 2000, the Company filed its first
application for approval in a European Union member nation, Sweden. Regulatory
approvals for other countries that are members of the European Union may be
obtained through a mutual recognition process. If approvals can be obtained in
the requisite number of member nations, then the Company would be permitted to
market Hextend in all 16 member nations. BioTime is continuing to work with the
appropriate officials to achieve regulatory approval in Canada and Sweden.
In addition to developing clinical trial programs, the Company plans to
continue to provide funding for its laboratory testing programs at selected
universities, medical schools and hospitals for the purpose of developing
additional uses of Hextend, PentaLyte, HetaCool, and other new products, but the
amount of research that will be conducted at those institutions will depend upon
the Company's financial status. Because the Company's research and development
expenses, clinical trial expenses, and production and marketing expenses will be
charged against earnings for financial reporting purposes, management expects
that there will be losses from operations from time to time during the near
future.
Hextend(R) and PentaLyte(R) are registered trademarks, and HetaCool(TM) is a
trademark, of BioTime.
Results of Operations
Revenues
From inception (November 30, 1990) through September 30, 2001, the Company
recognized $2,500,000 of license fee revenues. All license fees based upon
milestones under the Abbott License
16
Agreement were earned prior to the quarter ended September 30, 2000. See Note 3
to the accompanying financial statements.
From inception (November 30, 1990) through September 30, 2001, the Company
has recognized $159,257 in royalty revenue based on product sales. For the three
months ended September 30, 2001, the Company recognized $36,416 in royalty
revenue, whereas the Company recognized $19,592 for the three months ended
September 30, 2000. This increase 86% increase in royalties is attributable to
an increase in product sales. For the nine months ended September 30, 2001, the
Company recognized $99,069 in royalty revenue, as compared to the $32,711 during
the nine months ended September 30, 2000; again, this 203% increase in royalties
is attributable to an increase in product sales. See Note 3 to the accompanying
financial statements.
Operating Expenses
From inception (November 30, 1990) through September 30, 2001, the Company
incurred $21,277,617 of research and development expenses, including salaries,
supplies, and other related expense items. Research and development expenses
were $236,481 for the three months ended September 30, 2001, compared to
$816,969 for the three months ended September 30, 2000. For the nine months
ended September 30, 2001, research and development expenses were $1,332,267
compared to $2,687,112 for the nine months ended September 30, 2000. These
differences are attributable to a significant decrease in spending with respect
to clinical trials and preclinical research. Research and development expenses
include laboratory study expenses, clinical trial expenses, salaries,
preparation of additional regulatory applications in the United States and
Europe, manufacturing of solution for trials, and consultants' fees. It is
expected that research and development expenses will increase as the Company
commences new clinical studies of its products in the United States and Europe,
although the commencement of new clinical trials depends upon the availability
of capital.
From inception (November 30, 1990) through September 30, 2001, the Company
incurred $13,250,896 in general and administrative expenses. General and
administrative expenses were $734,024 for the three months ended September 30,
2001 compared to $363,330 for the three months ended September 30, 2000. General
and administrative expenses increased to $1,782,396 for the nine months ended
September 30, 2001 from $1,362,835 for the nine months ended September 30, 2000.
These increases are attributable to a rise in personnel costs. General and
administrative expenses include salaries, consultants' fees, and general
operating expenses.
Most of the Company's employees have agreed to participate in a
compensation reduction program designed to permit the Company to conserve cash
without implementing an immediate workforce reduction while it seeks new
capital. This program, which began during August 2001, includes the deferral of
one month of salary for most participants, and a salary reduction for ensuing
months. The salary reductions will range from 56% to 78% for participating
executive officers, and 14% to 38% for other participating employees. The
duration of the program depends upon a number of factors such as the amount of
time it takes to raise additional capital, the amount of capital raised, and the
willingness of employees to continue to work for the Company at the reduced
compensation rates. The Company is also negotiating with its consultants to
restructure their compensation arrangements.
Interest and Other Income
From inception (November 30, 1990) through September 30, 2001, the Company
generated $1,782,713 of interest and other income. For the three months ended
September 30, 2001, the Company generated $30,722 of interest and other income,
compared to $60,734 for the three months ended
17
September 30, 2000. The Company generated $40,464 of interest and other income
for the nine months ended September 30, 2001, compared to $175,284 generated for
the nine months ended September 30, 2000. These decreases are attributable to
much lower average cash balances and lower interest rates during the first three
quarters of 2001.
Liquidity and Capital Resources
Since inception, the Company has primarily financed its operations through
the sale of equity securities, licensing fees, and borrowings. During August
2001, the Company received loans of $3,350,000 through the sale of debentures to
a group of private investors, including Alfred D. Kingsley, an investor and
consultant to the Company, who purchased $1,500,000 of debentures, and Milton
Dresner, a director of the Company. Mr. Kingsley's investment included the
conversion of the $1,000,000 principal balance of a line of credit that he had
previously provided.
Interest on the debentures is payable at an annual rate of 10% and is
payable semiannually. The principal amount of the debentures will be due and
payable on August 1, 2004. BioTime may prepay the debentures, in whole or in
part, at any time without premium or penalty. Under the terms of the debentures
BioTime has agreed that commencing October 1, 2001 it will restrict its
quarterly cash payments for operating expenses to not more than $450,000
(excluding interest payable on the debentures) plus the amount of cash revenues
(excluding interest and dividends) it collects for the quarter. That restriction
will expire when BioTime obtains at least $5,000,000 in cash through sales of
equity securities or pays off the debenture indebtedness in full. For this
purpose, cash revenues will include royalties, license fees, and other proceeds
from the sale or licensing of its products and technology, but will not include
interest, dividends, and any monies borrowed or the proceeds from the issue or
sale of any debt or equity securities. BioTime has also agreed not to declare or
pay any cash dividends on its capital stock or to redeem or repurchase any
shares of its capital stock, until it has paid off the debenture indebtedness in
full.
Investors who purchased the debentures also received warrants to purchase a
total of 515,383 common shares at an exercise price of $6.50 per share. The
warrants will expire if not exercised by August 1, 2004. The Company has the
right to call the warrants for redemption at a redemption price of $0.01 per
share if the closing price of the Company's common shares on the American Stock
Exchange equals or exceeds 150% of the exercise price for fifteen (15)
consecutive trading days and the shares issuable upon the exercise of the
warrants have been registered for sale under the Securities Act of 1933, as
amended (the "Securities Act").
The Company has engaged Shoreline Pacific, LLC to provide investment
banking services. It is also in discussion with other investment bankers on a
non-exclusive basis. BioTime needs additional equity capital and fees from
licensing its products to pharmaceutical companies to continue its current
operations, to begin clinical trials of PentaLyte, and to conduct its planned
product development and research programs. Sales of additional equity securities
could result in the dilution of the interests of present shareholders. The
amount of license fees and royalties that may be earned through the licensing
and sale of the Company's products and technology, the timing of the receipt of
license fee payments, and the future availability and terms of equity financing,
is uncertain. The unavailability or inadequacy of financing or revenues to meet
future capital needs could force the Company to modify, curtail, delay or
suspend some or all aspects of its planned operations.
18
PART II - OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds.
Directors of the Company who are not employees receive an annual fee of
$20,000, which may be paid in cash or in common shares, at the election of the
director. During the three months ended September 30, 2001, the Company issued
862 common shares to Milton D. Dresner in lieu of a cash fee for serving as a
director. The shares were issued without registration under the Securities Act
pursuant to the exemption provided in Section 4(2).
Item 4. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on July 30, 2001. At
the meeting, the shareholders elected directors and voted to ratify the
appointment of the Company's independent auditors.
The following table presents the results of the vote for the election of
directors.
Director Votes For Votes Withheld
Ronald S. Barkin 10,936,167 90,960
Victoria Bellport* 10,936,167 90,960
Milton H. Dresner 10,936,167 90,960
Katherine Gordon 10,936,167 90,960
Jeffrey B. Nickel 10,936,167 90,960
Judith Segall 10,936,167 90,960
Paul Segall 10,936,167 90,960
Hal Sternberg 10,936,167 90,960
Harold Waitz 10,936,167 90,960
*Victoria Bellport has since resigned from board of directors.
There were 10,964,601 votes for the ratification of the appointment of the
Company's independent auditors, 42,694 votes against, and 19,832 abstentions and
broker non-votes.
19
Item 6. Exhibits and Reports of Form 8-K
(a) Exhibits.
Exhibit
Numbers Description
- ----------------------------------------------------------------------------
3.1 Articles of Incorporation, as Amended.@
3.3 By-Laws, As Amended.#
4.1 Specimen of Common Share Certificate.+
10.1 Lease Agreement dated July 1, 1994 between the Registrant and Robert
and Norah Brower, relating to principal executive offices of the
Registrant.*
10.2 Employment Agreement dated June 1, 1996 between the Company and Paul
Segall.++
10.3 Employment Agreement dated June 1, 1996 between the Company and Hal
Sternberg.++
10.4 Employment Agreement dated June 1, 1996 between the Company and Harold
Waitz.++
10.5 Employment Agreement dated June 1, 1996 between the Company and Judith
Segall.++
10.6 Employment Agreement dated June 1, 1996 between the Company and
Victoria Bellport.++
10.7 Intellectual Property Agreement between the Company and Paul Segall.+
10.8 Intellectual Property Agreement between the Company and Hal
Sternberg.+
10.9 Intellectual Property Agreement between the Company and Harold Waitz.+
10.10 Intellectual Property Agreement between the Company and Judith
Segall.+
10.11 Intellectual Property Agreement between the Company and Victoria
Bellport.+
10.12 Agreement between CMSI and BioTime Officers Releasing Employment
Agreements, Selling Shares, and Transferring Non-Exclusive License.+
10.13 Agreement for Trans Time, Inc. to Exchange CMSI Common Stock for
BioTime, Inc. Common Shares.+
10.14 1992 Stock Option Plan, as amended.##
10.15 Employment Agreement dated April 1, 1997 between the Company and
Ronald S. Barkin.^
10.16 Intellectual Property Agreement between the Company and Ronald S.
Barkin.^
20
10.17 Addenda to Lease Agreement between the Company and Donn Logan.%
10.18 Amendment to Employment Agreement between the Company and Paul
Segall.^^
10.19 Amendment to Employment Agreement between the Company and Hal
Sternberg.^^
10.20 Amendment to Employment Agreement between the Company and Harold
Waitz.^^
10.21 Amendment to Employment Agreement between the Company and Judith
Segall.^^
10.22 Amendment to Employment Agreement between the Company and Victoria
Bellport.^^
10.23 Amendment to Employment Agreement between the Company and Ronald S.
Barkin.^^
10.24 Exclusive License Agreement between Abbott Laboratories and BioTime,
Inc. (Portions of this exhibit have been omitted pursuant to a request
for confidential treatment).###
10.25 Modification of Exclusive License Agreement between Abbott
Laboratories and BioTime, Inc. (Portions of this exhibit have been
omitted pursuant to a request for confidential treatment).^^^
10.26 Revolving Line of Credit Agreement between BioTime, Inc. and Alfred D.
Kingsley%%
10.27 Warrant Agreement between BioTime, Inc. and Alfred D. Kingsley%%
10.28 Form of Series 2001-A 10% Debenture due August 1, 2004@@
10.29 Warrant Agreement between BioTime, Inc. and Purchasers of Series
2001-A Debentures@@
23.1 Consent of Deloitte & Touche LLP%%
@Incorporated by reference to the Company's Form 10-K for the fiscal year ended
June 30, 1998.
+ Incorporated by reference to Registration Statement on Form S-1, File Number
33-44549 filed with the Securities and Exchange Commission on December 18, 1991,
and Amendment No. 1 and Amendment No. 2 thereto filed with the Securities and
Exchange Commission on February 6, 1992 and March 7, 1992, respectively.
# Incorporated by reference to Registration Statement on Form S-1, File Number
33-48717 and Post-Effective Amendment No. 1 thereto filed with the Securities
and Exchange Commission on June 22, 1992, and August 27, 1992, respectively.
* Incorporated by reference to the Company's Form 10-K for the fiscal year ended
June 30, 1994.
++ Incorporated by reference to the Company's Form 10-K for the fiscal year
ended June 30, 1996.
^ Incorporated by reference to the Company's Form 10-Q for the quarter ended
March 31, 1997.
21
## Incorporated by reference to Registration Statement on Form S-8, File Number
333-30603 filed with the Securities and Exchange Commission on July 2, 1997.
^ ^ Incorporated by reference to the Company's Form 10-Q for the quarter ended
March 31, 1999.
### Incorporated by reference to the Company's Form 8-K, filed April 24, 1997.
^^^ Incorporated by reference to the Company's Form 10-Q for the quarter ended
June 30, 1999.
% Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 1999.
%% Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 2000.
@@ Incorporated by reference to the Company's Form 10-Q for the quarter ended
June 30, 2001.
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter ended
September 30, 2001.
22
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.
BIOTIME, INC.
/s/ Paul Segall
Date: November ___, 2001 ---------------------------------
Paul Segall
Chief Executive Officer
/s/ Steven Seinberg
Date: November ___, 2001 ---------------------------------
Steven Seinberg
Chief Financial Officer
23
Exhibit
Numbers Description
- ----------------------------------------------------------------------------
3.1 Articles of Incorporation, as Amended.@
3.3 By-Laws, As Amended.#
4.1 Specimen of Common Share Certificate.+
10.1 Lease Agreement dated July 1, 1994 between the Registrant and Robert
and Norah Brower, relating to principal executive offices of the
Registrant.*
10.2 Employment Agreement dated June 1, 1996 between the Company and Paul
Segall.++
10.3 Employment Agreement dated June 1, 1996 between the Company and Hal
Sternberg.++
10.4 Employment Agreement dated June 1, 1996 between the Company and Harold
Waitz.++
10.5 Employment Agreement dated June 1, 1996 between the Company and Judith
Segall.++
10.6 Employment Agreement dated June 1, 1996 between the Company and
Victoria Bellport.++
10.7 Intellectual Property Agreement between the Company and Paul Segall.+
10.8 Intellectual Property Agreement between the Company and Hal
Sternberg.+
10.9 Intellectual Property Agreement between the Company and Harold Waitz.+
10.10 Intellectual Property Agreement between the Company and Judith
Segall.+
10.11 Intellectual Property Agreement between the Company and Victoria
Bellport.+
10.12 Agreement between CMSI and BioTime Officers Releasing Employment
Agreements, Selling Shares, and Transferring Non-Exclusive License.+
10.13 Agreement for Trans Time, Inc. to Exchange CMSI Common Stock for
BioTime, Inc. Common Shares.+
10.14 1992 Stock Option Plan, as amended.##
10.15 Employment Agreement dated April 1, 1997 between the Company and
Ronald S. Barkin.^
10.16 Intellectual Property Agreement between the Company and Ronald S.
Barkin.^
24
10.17 Addenda to Lease Agreement between the Company and Donn Logan.%
10.18 Amendment to Employment Agreement between the Company and Paul
Segall.^^
10.19 Amendment to Employment Agreement between the Company and Hal
Sternberg.^^
10.20 Amendment to Employment Agreement between the Company and Harold
Waitz.^^
10.21 Amendment to Employment Agreement between the Company and Judith
Segall.^^
10.22 Amendment to Employment Agreement between the Company and Victoria
Bellport.^^
10.23 Amendment to Employment Agreement between the Company and Ronald S.
Barkin.^^
10.24 Exclusive License Agreement between Abbott Laboratories and BioTime,
Inc. (Portions of this exhibit have been omitted pursuant to a request
for confidential treatment).###
10.25 Modification of Exclusive License Agreement between Abbott
Laboratories and BioTime, Inc. (Portions of this exhibit have been
omitted pursuant to a request for confidential treatment).^^^
10.26 Revolving Line of Credit Agreement between BioTime, Inc. and Alfred D.
Kingsley%%
10.27 Warrant Agreement between BioTime, Inc. and Alfred D. Kingsley%%
10.28 Form of Series 2001-A 10% Debenture due August 1, 2004@@
10.29 Warrant Agreement between BioTime, Inc. and Purchasers of Series
2001-A Debentures@@
23.1 Consent of Deloitte & Touche LLP%%
@ Incorporated by reference to the Company's Form 10-K for the fiscal year ended
June 30, 1998.
+ Incorporated by reference to Registration Statement on Form S-1, File Number
33-44549 filed with the Securities and Exchange Commission on December 18, 1991,
and Amendment No. 1 and Amendment No. 2 thereto filed with the Securities and
Exchange Commission on February 6, 1992 and March 7, 1992, respectively.
# Incorporated by reference to Registration Statement on Form S-1, File Number
33-48717 and Post-Effective Amendment No. 1 thereto filed with the Securities
and Exchange Commission on June 22, 1992, and August 27, 1992, respectively.
* Incorporated by reference to the Company's Form 10-K for the fiscal year ended
June 30, 1994.
++ Incorporated by reference to the Company's Form 10-K for the fiscal year
ended June 30, 1996.
^ Incorporated by reference to the Company's Form 10-Q for the quarter ended
March 31, 1997.
25
## Incorporated by reference to Registration Statement on Form S-8, File Number
333-30603 filed with the Securities and Exchange Commission on July 2, 1997.
^ ^ Incorporated by reference to the Company's Form 10-Q for the quarter ended
March 31, 1999.
### Incorporated by reference to the Company's Form 8-K, filed April 24, 1997.
^^^ Incorporated by reference to the Company's Form 10-Q for the quarter ended
June 30, 1999.
% Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 1999.
%% Incorporated by reference to the Company's Form 10-K for the year ended
December 31, 2000.
@@ Incorporated by reference to the Company's Form 10-Q for the quarter ended
June 30, 2001.
26