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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[x] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934.
For the quarterly period ended July 31, 2000.
[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934.
For the transition period from to
Commission File Number: 0-28666
AMERICAN BIO MEDICA CORPORATION
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(Exact name of small business issuer as specified in its charter)
New York 14-1702188
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
122 Smith Road, Kinderhook, New York 12106
------------------------------------------
(Address of principal executive offices)
800-227-1243
---------------------------
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date:
18,045,548 Common Shares as of September 6, 2000
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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PART I
FINANCIAL INFORMATION
AMERICAN BIO MEDICA CORPORATION
BALANCE SHEETS
JULY 31, APRIL 30,
2000 2000
(UNAUDITED)
------------ ------------
ASSETS
------
Current assets:
Cash and cash equivalents $ 630,000 $ 1,207,000
Investments 84,000 74,000
Accounts receivable, net 1,369,000 1,150,000
Inventory 1,372,000 1,332,000
Prepaid expenses 87,000 46,000
------------ ------------
Total current assets 3,542,000 3,809,000
Property, plant and equipment, net 377,000 388,000
Due from director/stockholder 465,000 335,000
Restricted cash 116,000 112,000
Other assets 110,000 114,000
Loan receivables - BioSys, Inc. 380,000 280,000
------------ ------------
$ 4,990,000 $ 5,038,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable and accrued expenses $ 1,813,000 $ 1,655,000
Note payable - stockholder 125,000
Current portion of capital lease obligations 13,000 13,000
------------ ------------
Total current liabilities 1,826,000 1,793,000
Long term portion of capital lease obligations 31,000 34,000
------------ ------------
Total liabilities 1,857,000 1,827,000
------------ ------------
Stockholders' equity:
Preferred stock; par value $.01 per share; 5,000,000 shares
authorized; none issued and outstanding
Common stock; par value $.01 per share; 30,000,000 shares
authorized; 18,045,548 shares issued and
outstanding at April 30, 2000 and July 31, 2000 180,000 180,000
Additional paid-in capital 15,210,000 15,210,000
Subscription receivable (5,000) (5,000)
Unearned portion of compensation (272,000) (454,000)
Unrealized loss on investments available for sale (64,000) (77,000)
Accumulated deficit (11,916,000) (11,643,000)
------------ ------------
3,133,000 3,211,000
------------ ------------
$ 4,990,000 $ 5,038,000
============ ============
See accompanying notes to financial statements
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AMERICAN BIO MEDICA CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
JULY 31,
----------------------------
2000 1999
------------ -----------
Net sales $ 2,155,000 $ 2,127,000
Cost of goods sold 742,000 1,067,000
------------ -----------
Gross profit 1,413,000 1,060,000
------------ -----------
Operating expenses:
Selling, general and administrative 1,391,000 907,000
Non-cash compensation 182,000
Depreciation 29,000 24,000
Research and development 119,000 235,000
------------ -----------
1,721,000 1,166,000
------------ -----------
Operating loss (308,000) (106,000)
------------ -----------
Other income (expense):
Gain on sale of marketable securities 58,000
Interest income 37,000 27,000
Interest expense (2,000) (6,000)
------------ -----------
35,000 79,000
------------ -----------
Net loss $ (273,000) $ (27,000)
Adjustments:
Preferred stock beneficial conversion feature (123,000)
Preferred stock dividends (32,000)
------------ -----------
Net loss attributable to common shareholders $ (273,000) $ (182,000)
============ ===========
Basic and diluted net loss per common share $ (0.02) $ (0.01)
Weighted average shares outstanding -
basic and diluted 18,045,548 14,875,190
============ ===========
AMERICAN BIO MEDICA CORPORATION
STATEMENT OF COMPREHENSIVE LOSS
Net loss $ (273,000) $ (27,000)
Other comprehensive loss:
Unrealized gain(loss) on investments 13,000 (44,000)
------------ -----------
Comprehensive loss $ (260,000) $ (71,000)
============ ===========
See accompanying notes to financial statements
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AMERICAN BIO MEDICA CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
JULY 31,
----------------------------
2000 1999
------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (273,000) $ (27,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 29,000 24,000
Provision for bad debts 9,000 17,000
Amortization of compensatory stock and stock options 182,000
Accrued interest (12,000) (4,000)
Gain on sale of marketable securities (39,000)
Changes in:
Accounts receivable (228,000) (347,000)
Inventory (40,000) 107,000
Prepaid expenses and other current assets (41,000) 7,000
Other assets 4,000 (5,000)
Restricted cash (4,000)
Accounts payable and accrued expenses 158,000 41,000
------------ -----------
Net cash used in operating activities (216,000) (226,000)
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (18,000) (31,000)
Purchase of investments (73,000)
Sales and maturity of investments 3,000 342,000
Loan to Biosys, Inc. (100,000)
Loan to director/stockholder (118,000)
------------ -----------
Net cash provided by (used in) operating activities (233,000) 238,000
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Settlement of registration rights agreement (125,000) (100,000)
Capital lease payments (3,000) (4,000)
------------ -----------
Net cash used in financing activities (128,000) (104,000)
------------ -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (577,000) (92,000)
Cash and cash equivalents - beginning of period 1,207,000 131,000
------------ -----------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 630,000 $ 39,000
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ 2,000 $ 6,000
NON-CASH ACTIVITIES:
Common stock dividends paid to holders of preferred stock $ 31,000
Dividend accrued not yet paid $ 32,000
See accompanying notes to financial statements
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Notes to Financial statements
July 31, 2000
Note A - Basis of Reporting
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, such statements include all adjustments (consisting only of normal
recurring items) which are considered necessary for a fair presentation of the
financial position of American Bio Medica Corporation (the "Company" or "ABMC")
at July 31, 2000, and the results of its operations, and cash flows for the
three-month period then ended. The results of operations for the three-month
period ended July 31, 2000 are not necessarily indicative of the operating
results for the full year. It is suggested that these financial statements be
read in conjunction with the financial statements and related disclosures for
the year ended April 30, 2000 included in the Company's Form 10-KSB.
During the year ended April 30, 2000, the Company sustained a net loss of
$2,136,000 and had net cash outflows from operating activities of $846,000.
During the 2001 First Quarter, the Company sustained a net loss of $273,000
principally due to an increase in selling, general and administrative expenses
and had net cash outflows from operating activities of $216,000. The Company
has taken a number of steps to improve its financial prospects including
entering into national and international distribution agreements with a number
of distributors, completed an in-house strip manufacturing program to reduce
costs and other measures to enhance profit margins. In addition, on April 28,
2000 the Company raised $2,000,000 pursuant to a common stock purchase
agreement.
Note B - Loss Per Common Share
Basic loss per share is calculated by dividing net loss by the weighted
average number of outstanding common shares during the period. No effect has
been given to potential issuances of common stock including outstanding options
and warrants in the diluted computation, as their effect would be antidilutive.
When preferred stock is convertible to common stock at a conversion rate
that is the lower of a rate fixed at issuance or a fixed discount from the
common stock market price at the time of conversion, the discounted amount is
an assured incremental yield. This "beneficial conversion feature", to the
preferred stockholders is accounted for as an embedded dividend to preferred
shareholders. As such, the loss per common share was adjusted for this feature.
Note C - Litigation
"Patent, Trademark, and Unfair Competition Litigation"
On January 26, 1999, the Company was granted a U.S. Patent for the design
of the Multiple Test Card, known as the Rapid Drug Screen. On April 7, 1999,
the Company filed suit in the federal court in Delaware against Phamatech,
Inc. of California. Phamatech, Inc. of California was a former supplier of the
Company and in that capacity acquired proprietary information on the Company's
Rapid Drug Screen that it used to "knock off" the Company's product. This case
was transferred from Delaware to California. In July 2000, the California Court
granted ABMC's motion to add Tuan Pham, President of Phamatech, as an
individual defendant in the suit. The Court also ordered that Wolfe &
Associates (aka Wolfe Data) and James Wolfe, Elite Health Services, LLC and
John Polanco (former distributors now selling the alleged infringing product)
be joined as defendants. Peninsula Drug Analysis Co., Inc. and James Ramsey
(former distributor selling a private label knock off believed by the Company
to be manufactured by Phamatech), and Dipro Diagnostics of North America
(another party selling the private label knock off (believed to be manufactured
by Phamatech) are already parties. The Company is alleging patent infringement,
violation of trademark rights, and unfair competition against all parties.
On April 8, 1999, one day after the Company filed its Delaware suit,
Phamatech, Inc. filed suit in the federal court in San Diego, California
asking for a declaration that the Company's patent is invalid. It also claimed
breach of contract damages for an alleged non-payment of invoices by the
Company. The Company's transferred Delaware case and Phamatech's California
case have been placed on the same trial docket in San Diego. By Order dated
July 24, 2000, the Court ordered the competing California based
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suits be consolidated in one case. In a recent motion, Phamatech sought summary
judgment on its declaratory judgment on the Company's patent claims. The trial
court denied the motion. Since the ABMC trademark had not been registered, even
though the petition for trademark is on appeal within the United States Patent
and Trademark Office ("PTO"), the trial court denied the Company's trademark
claim. However, the Court did not deal with the Company's trade dress claim.
Phamatech has not moved for partial summary judgment on ABMC's trade dress
claim even though ABMC's application for trademark protection of its trade
dress is still pending before the examiner at the PTO.
In October 1999, the Company sued Larry Hartselle, Drug Detection Devices,
and Gulf Supply for patent infringement, trademark dilution, and unfair
competition. It is alleged that they are also selling the Phamatech knock off.
Drug Detection Devices is alleged to be selling yet another private label
manufactured by Phamatech. Larry Hartselle d/b/a Instant Drug Detection is a
former distributor who was selling the Phamatech knock-off. Gulf Supply is
alleged to be selling the private label knock off sold by Drug Detection
Devices. The claims against Hartselle and 3DL have been settled by the parties.
The terms are confidential. As a non-confidential part of the agreement,
Hartselle, without admitting any liability, has agreed to a consent order
prohibiting him from selling the knock-off product in all configurations and
from infringing any other ABMC property. The remaining defendant is engaged in
settlement negotiations with the Company.
"Friedenberg-related Litigation"
In February 1994, Robert Friedenberg, as former owner of the two medical
technology companies, MDI and Gendex, acquired by the Company, in the name of
these corporations, filed for a declaratory judgment in Maryland that a Share
Exchange Agreement had been rescinded. In order to make a claim for damages,
the Company filed a third-party claim against Dr. Friedenberg for breach of the
Share Exchange Agreement and fraud. In November 1995, after a trial, the court
denied Dr. Friedenberg's request for a declaration of rescission and allowed
the Company's third-party claim to proceed to trial. In September 1996, Dr.
Friedenberg died.
The Company's third party claim was decided by a jury on May 5, 1997. The
verdict determined that Dr. Friedenberg breached the Share Exchange Agreement
when he failed to deliver drug screening know how technology to the Company.
The jury also found in favor of the Company on two of three fraud claims
against Dr. Friedenberg and awarded the Company approximately $321,000 in
damages. Dr. Friedenberg's estate, just prior to the jury trial, filed a
supplemental claim for the shares of the Company which he would have received
under the Share Exchange Agreement. The trial judge on July 17, 1998, ruled
that the estate of Dr. Friedenberg was entitled to 5,907,154 common shares of
the Company. The Company appealed that ruling and on September 15, 1999, the
Court of Special Appeals in Maryland ruled in favor of the Company and reversed
a Maryland circuit court's ruling that the estate of Dr. Robert Friedenberg was
entitled to 5,907,154 common shares of the Company. The case was remanded to
the circuit court with directions to enter a judgment for the Company. The
Friedenberg estate petitioned the Court of Appeals, Maryland's highest court,
to consider the case. The Company opposed any further proceeding. On December
21, 1999, the Court of Appeals denied the Friedenberg estate's petition to
review the decision of the Court of Special Appeals.
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In June 1995, the Company filed a lawsuit against Jackson Morris, the
lawyer who was in charge of drafting and advising it on the Share Exchange
Agreement. Mr. Morris, who had been recommended to the Company by Dr. Robert
Friedenberg and whose fees were paid by the Company, is alleged to have
breached his fiduciary duty to the Company in several ways, including by later
advising Dr. Friedenberg, individually, on how to rescind the Share Exchange
Agreement as well as testifying for Dr. Friedenberg over the Company's
objections and in violation of this obligations to the Company. Mr. Morris is
also charged with negligence in drafting the Share Exchange Agreement. The
Company's lawsuit demands damages in the amount of $1,000,000. Mr. Morris has
counterclaimed as a party to the Share Exchange Agreement and seeks common
shares. Whatever claim Mr. Morris has comes from the Friedenberg claim. No
trial date has been set. The Company is vigorously contesting the Morris claim.
In June 1999, an individual, Richard Davidson, filed suit in New York
claiming that two placement memoranda dated respectively September 15, 1992 and
February 5, 1993, obligated the Company to issue him 1,555,601 common shares of
the Company. The claim is that he is entitled to the common shares in
consideration of brokering the acquisitions subject to the Share Exchange
Agreement with Dr. Robert Friedenberg. In addition, the individual is claiming
a finder's fee of five percent of the funds raised by the September 1992
private placement. He alleges that a sum of one million dollars was raised.
Finally, he claims that he is entitled to a consulting fee of $24,000.
Management denies the claims and is vigorously contesting the suit. It is
scheduled for a jury trial in the fourth calendar quarter of 2000.
Note D - Reclassifications
Certain items have been restated to conform with the current presentation.
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Item 2. Management's Discussion and Analysis or Plan of Operation
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
for the three months ended July 31, 2000 and 1999
The following discussion of the Company's financial condition and results
of operations should be read in conjunction with the Financial Statements and
Notes thereto appearing elsewhere in this document.
The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. In order to comply with the terms of the
safe harbor, the Company notes that except for the description of historical
facts contained herein, the Registration Statement contains certain
forward-looking statements that involve risks and uncertainties as detailed
herein and from time to time in the Company's filings with the Securities and
Exchange Commission and elsewhere. Such statements are based on Management's
current expectations and are subject to a number of factors and uncertainties,
which could cause actual results to differ materially from those, described in
the forward-looking statements. These factors include, among others: (a) the
Company's fluctuations in sales and operating results, risks associated with
international operations and regulatory, competitive and contractual risks and
product development; (b) the ability to achieve strategic initiatives,
including but not limited to the ability to achieve sales growth across the
business segments through a combination of enhanced sales force, new products,
and customer service; and (c) acquisitions.
RESULTS OF OPERATIONS FOR THE FISCAL QUARTER ENDED JULY 31, 2000 (THE "2001
FIRST QUARTER") COMPARED TO THE FISCAL QUARTER ENDED JULY 31, 1999 (THE "2000
FIRST QUARTER")
- -------------------------------------------------------------------------------
Net sales were $2,155,000 for the 2001 First Quarter as compared to
$2,127,000 for the 2000 First Quarter, representing an increase of $28,000 or
1.3%. During the 2001 First Quarter, the Company continued its extensive
program to market and distribute its primary product, the Rapid Drug
Screen(TM). The Company believes that sales from drug test kits will continue
to grow steadily.
Cost of goods sold for the 2001 First Quarter was $742,000 or 34.4% of net
sales as compared to $1,067,000 or 50.2% of net sales for the 2000 First
Quarter. This decrease resulted primarily from the Company's extensive cost
reduction program aimed specifically at its in-place production process and the
Company's in-house manufacturing of drug test strips.
Although net sales of drug test kits in the 2001 First Quarter increased
1.3% compared to the 2000 First Quarter, the 2001 First Quarter percentage
increase in net sales was significantly less than the 74.3% increase in the
2000 First Quarter compared to the 1999 First Quarter. Management believes that
the Company's net sales were significantly impacted by the production and sale
of a "knock-off" product by a former supplier. Certain of the Company's former
distributors also began selling the knock-off product in the 2000 Fiscal Year.
The Company has filed a lawsuit against the former supplier and certain of the
former distributors alleging patent infringement, trademark dilution and unfair
competition. As of September 8, 2000, the Company has settled the claims
against two former distributors and is in the final stages of settlement
negotiations with a third former distributor. See "Note C - Litigation" to the
Company's unaudited financial statements. Management believes that as the
Company successfully settles these lawsuits or the courts' rule in favor of the
Company following the trial of these lawsuits, the Company's net sales will
significantly increase.
While revenues increased 1.3% in the 2001 First Quarter, selling, general
and administrative costs increased $484,000 or 53.4% to $1,391,000 for the 2001
First Quarter compared to $907,000 for the 2000 First Quarter.
The following table sets forth the percentage relationship of selling,
general and administrative costs to net sales for both fiscal quarters:
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2001 PERCENT 2000 PERCENT
FIRST QUARTER OF SALES FIRST QUARTER OF SALES
------------- -------- ------------- --------
Sales salaries & commissions 187,000 8.7% 250,000 11.8%
Sales travel 99,000 4.6% 99,000 4.7%
Consulting and other selling 122,000 5.7% 80,000 3.8%
Marketing & promotion 141,000 6.5% 54,000 2.5%
Investor relations costs 95,000 4.4% 40,000 1.9%
Legal fees 323,000 15.0% 104,000 4.9%
Accounting fees 81,000 3.8% 20,000 0.9%
Offices salaries 176,000 8.2% 126,000 5.9%
Payroll taxes & insurance 48,000 2.2% 38,000 1.8%
Telephone 38,000 1.8% 28,000 1.3%
Insurance 13,000 0.6% 11,000 0.5%
Bad debts 9,000 0.4% 17,000 0.8%
Other administrative costs 59,000 2.7% 40,000 1.9%
--------- -------
Total selling, general and
administrative costs 1,391,000 64.6% 907,000 42.7%
========= =======
Management believes that the amount of selling, general and administrative
costs will increase as the Company continues to create the necessary
infrastructure to meet the Company's worldwide drug test marketing and
production goals. These costs will also increase as the Company increases its
marketing efforts relating to over-the-counter sales of the Drug Detector and
increases its direct selling efforts in connection with all of the Company's
products.
Legal fees for the 2001 First Quarter were $323,000 or 15.0% of net sales,
an increase of $219,000, compared to legal fees of $104,000 or 4.9% of net
sales for the 2000 First Quarter. This increase in legal fees is primarily due
to the substantial legal fees incurred in connection with the lawsuits filed
against a former supplier and certain former distributors in connection with
the production and sale of a knock-off product. Management believes that the
Company's successful prosecution of these lawsuits will result in a significant
increase in the Company's sales revenue.
As a result of expenses associated with an internal restructuring of its
marketing department, marketing and promotion costs increased $87,000 to
$141,000 or 6.5% of net sales for the 2001 First Quarter compared to $54,000 or
2.5% of net sales for the 2000 First Quarter.
Office salaries for the 2001 First Quarter were $176,000 or 8.2% of net
sales, an increase of $50,000, compared to office salaries of $126,000 or 5.9%
of net sales for the 2000 First Quarter. This increase was primarily due to an
increase in staff in purchasing and quality assurance.
Accounting fees for the 2001 First Quarter were $81,000 or 3.8% of net
sales, an increase of $61,000, compared to accounting fees of $20,000 or 0.9% of
net sales. This was primarily due to an under accrual from the prior fiscal
period.
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The increases in legal fees, marketing and promotion costs, office
salaries and accounting fees during the 2001 First Quarter were partially
offset by decreases in sales salaries and commissions. Sales salaries and
commissions for the 2001 First Quarter were $187,000 or 8.7% of net sales, a
decrease of $63,000, compared to sales salaries and commissions of $250,000 or
11.8% of net sales for the 2000 First Quarter. This decrease was primarily due
to a reduction in staff.
Depreciation expense increased $5,000 to $29,000 or 1.3% of net sales for
the 2001 First Quarter compared to depreciation of $24,000 or 1.1% of net sales
for the 2000 First Quarter.
The Company incurred a non-cash compensation charge of $182,000 or 8.4% of
net sales associated with the issuance of common shares and grants of options
to purchase common shares in fiscal 2000 as compensation for consulting and
professional services. No non-cash compensation charge was incurred in the 2000
First Quarter.
Research and development expenses for the 2001 First Quarter were $119,000
compared to $235,000 for the 2000 First Quarter. This decrease was primarily
due to the Company's successful implementation of certain quality standards in
the manufacturing of the Rapid Drug Screen(TM) product during Fiscal 2000.
Net loss from operations increased to $308,000 for the 2001 First Quarter
compared to $106,000 for the 2000 First Quarter.
LIQUIDITY AND CAPITAL RESOURCES AS OF JULY 31, 2000
The Company has working capital of $1,716,000 at July 31, 2000 as compared
to working capital of $2,016,000 at April 30, 2000. The Company has
historically satisfied its working capital requirements principally through
proceeds from private placements of equity securities with institutional
investors. The Company has never paid any dividends on its Common Shares. The
Company anticipates that all future earnings, if any, will be retained for use
in the Company's business and it does not anticipate paying any cash dividends.
Net cash used in operating activities was $216,000 for the 2001 First
Quarter compared to net cash used in operating activities of $226,000 for the
2000 First Quarter. The net cash used in operating activities in the 2001 First
Quarter was primarily due to the net loss of $273,000 and an increase in
accounts receivable of $228,000 offset by issuance of compensatory stock and
stock options of $182,000 and an increase in accounts payable and accrued
expenses of $158,000. The net cash used in operating activities in the 2000
First Quarter was primarily due to the net loss of $27,000 and an increase in
accounts receivable of $347,000 offset by a decrease in inventory of $107,000.
Net cash used in investing activities was $233,000 for the 2001 First
Quarter compared to net cash provided by investing activities of $238,000 for
the 2000 First Quarter. The net cash used in investing activities for the 2001
First Quarter was due to an additional $100,000 loan to BioSys, Inc. and an
additional $118,000 loan to a director/stockholder. The net cash provided by
investing activities in the 2000 First Quarter was primarily due to sales and
maturities of investments of $342,000 offset by purchases of investments of
$73,000 and property plant and equipment of $31,000.
Net cash used in financing activities was $128,000 for the 2001 First
Quarter compared to net cash used in financing activities of $104,000 for the
2000 First Quarter. The net cash used in financing activities in the 2001 First
Quarter and the 2000 First Quarter was primarily due to the settlement of
registration rights agreement.
At July 31, 2000, the Company had cash and cash equivalents of $630,000.
The Company's primary short-term needs are to increase its manufacturing
and production capabilities, decrease current inventory levels, continue to
support its research and development programs, finance its patent infringement
litigation and to increase its direct sales force. The Company currently plans
to expend approximately $100,000 for the expansion and development of its
manufacturing facilities in addition to its marketing and general
administrative programs.
The Company expects its capital requirements to increase over the next
several years as it expands it research and development efforts, sales and
administration infrastructure, manufacturing capabilities and facilities and,
if the required
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contingencies are resolved, purchases the Kinderhook, New York facility. The
Company's future liquidity and capital funding requirements will depend on
numerous factors, including the extent to which the Company's products under
development are successfully developed and gain market acceptance, the timing of
regulatory actions regarding the Company's potential products, the costs and
timing of expansion of sales, marketing and manufacturing activities, facilities
expansion needs, procurement and enforcement of patents important to the
Company's business, results of clinical investigations and competition.
The Company believes that its available cash and cash from operations will
be sufficient to satisfy its funding needs through April 30, 2001. Thereafter,
if cash generated from operations is insufficient to satisfy the Company's
working capital and capital expenditure requirements, the Company may be
required to sell additional equity or debt securities or obtain additional
credit facilities. There can be no assurance that such financing, if required,
will be available on satisfactory terms, if at all.
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings:
See Note C - Litigation in the Notes to Financial Statements included in this
Form 10-QSB for a description of pending legal proceedings in which the Company
is a party.
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
See Index to Exhibits on Page E-1
(b) Reports on Form 8-K
None.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
AMERICAN BIO MEDICA CORPORATION
(Registrant)
By: /s/ Stan Cipkowski
--------------------------------------
Stan Cipkowski
Chairman of the Board of Directors
President and Chief Executive Officer
By: /s/ John F. Murray
--------------------------------------
John F. Murray
Treasurer and
Chief Financial Officer
Dated: September 13, 2000
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AMERICAN BIO MEDICA CORPORATION
Index to Exhibits
Number Description of Exhibits
3.5 Bylaws*
3.6 Fifth Amendment to Certificate of Incorporation (filed as exhibit 3.6
to the Company's Form SB-2 filed on November 21, 1996 and incorporated
herein by reference)
4.6 Fiscal 1997 Nonstatutory Stock Option Plan (filed as part of the
Company's Proxy Statement for its Fiscal 1997 Annual Meeting and
incorporated herein by reference) (a)
4.14 Fiscal 1998 Nonstatutory Stock Option Plan (filed as part of the
Company's Proxy Statement for its Fiscal 1998 Annual Meeting and
incorporated herein by reference) (a)
4.15 Fiscal 2000 Nonstatutory Stock Option Plan (filed as part of the
Company's Proxy Statement for its Fiscal 2000 Annual Meeting and
incorporated herein by reference) (a)
4.16 Common Stock Purchase Agreement dated as of April 28, 2000 by and
between the Company and Seaside Partners, L.P.**
10.6 Contract of Sale dated May 19, 1999/Kinderhook, New York facility**
10.7 Agreement of Lease dated May 13, 1999/Kinderhook, New York facility**
10.8 Lease dated August 1, 1999/New Jersey facility**
10.9 Consulting Agreement with Robert Aromando
(a) Indicates an employee benefit plan, management contract or
compensatory plan or arrangement in which a named executive officer
participates.
* Filed as the exhibit number listed to the Company's Form 10-SB filed
on November 21, 1996 and incorporated herein by reference.
** Filed as the exhibit number listed to the Company's Form 10-KSB for
the fiscal year ended April 30, 2000 and incorporated herein by
reference.
Page E-1
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