Filed Pursuant to Rule 424(b)(3)
Registration No. 333-50230
Prospectus Supplement No. 24
Dated October 24, 2005 (to Prospectus November 30, 2000)
AMERICAN BIO MEDICA CORPORATION
This Prospectus Supplement is part of the Prospectus dated November 30,
2000 related to an offering of up to 2,361,733 shares of our common stock by the
persons identified as the "selling shareholder" in the Prospectus.
Recent Developments.
Attached hereto is:
- Our Quarterly Report on Form 10-QSB for the quarter ending
June 30, 2005 filed with the Commission on August 12, 2005.
The date of this Prospectus Supplement is October 24, 2005.
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 June 30, 2005.
[_] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934.
F or 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:
21,284,768 Common Shares as of August 12, 2005
Transitional Small Business Disclosure Format: Yes [ ] No [X]
1
PART I
FINANCIAL INFORMATION
American Bio Medica Corporation
Balance Sheets June 30, December 31,
2005 2004
(Unaudited)
------------ ------------
Assets
Current assets:
Cash and cash equivalents $ 597,000 $ 995,000
Accounts receivable, net of allowance of $105,000 at both
June 30, 2005 and December 31, 2004 1,593,000 1,108,000
Inventory-net of reserve for slow moving and
obsolete inventory of $100,000 at both June 30, 2005
and December 31, 2004 3,975,000 4,338,000
Prepaid and other current assets 153,000 121,000
------------ ------------
Total current assets 6,318,000 6,562,000
Property, plant and equipment, net 1,721,000 1,808,000
Other assets 7,000 5,000
------------ ------------
Total assets $ 8,046,000 $ 8,375,000
============ ============
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 642,000 $ 1,358,000
Accrued liabilities 189,000 176,000
Wages payable 235,000 243,000
Line of Credit 176,000
Current portion of mortgages and notes payable 53,000 71,000
Current portion of unearned grant 10,000 6,000
------------ ------------
Total current liabilities 1,305,000 1,854,000
Long term portion of mortgages and notes payable 609,000 629,000
Long term portion of unearned grant 70,000 54,000
------------ ------------
Total liabilities 1,984,000 2,537,000
------------ ------------
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; 50,000,000 shares authorized;
21,284,768 and 21,282,268 shares issued and outstanding at June 30, 2005
and December 31, 2004, respectively
213,000 213,000
Additional paid-in capital 18,765,000 18,763,000
Accumulated deficit (12,916,000) (13,138,000)
------------ ------------
Total stockholders' equity 6,062,000 5,838,000
------------ ------------
Total liabilities and stockholders' equity $ 8,046,000 $ 8,375,000
============ ============
The accompanying notes are an integral part of the financial statements
2
American Bio Medica Corporation
Statements of Operations
(Unaudited)
For The Six Months Ended
June 30,
-----------------------------------
2005 2004
-----------------------------------
Net sales $ 6,736,000 $ 6,264,000
Cost of goods sold 3,338,000 2,897,000
------------ ------------
Gross profit 3,398,000 3,367,000
------------ ------------
Operating expenses:
Research and development 332,000 273,000
Selling and marketing 1,681,000 1,353,000
General and administrative 1,146,000 1,408,000
Employee severance costs 240,000
------------ ------------
3,159,000 3,274,000
------------ ------------
Operating income 239,000 93,000
------------ ------------
Other income (expense):
Other income (expense) 14,000 (2,000)
Interest income 2,000 4,000
Interest expense (27,000) (27,000)
------------ ------------
(11,000) (25,000)
------------ ------------
Income before provision for income taxes 228,000 68,000
Income taxes 6,000 10,000
------------ ------------
Net income $ 222,000 $ 58,000
============ ============
Basic income per common share $ 0.01 $ 0.00
============ ============
Diluted income per common share $ 0.01 $ 0.00
============ ============
Weighted average shares outstanding --
basic 21,284,768 21,089,981
Dilutive effect of stock options and warrants 71,550 1,002,222
------------ ------------
Weighted average shares outstanding -
diluted 21,356,318 22,092,203
============ ============
The accompanying notes are an integral part of the financial statements
3
American Bio Medica Corporation
Statements of Operations
(Unaudited)
For The Three Months Ended
June 30,
-----------------------------
2005 2004
-----------------------------
Net sales $ 3,614,000 $ 3,192,000
Cost of goods sold 1,858,000 1,548,000
------------ ------------
Gross profit 1,756,000 1,644,000
------------ ------------
Operating expenses:
Research and development 174,000 144,000
Selling and marketing 924,000 725,000
General and administrative 490,000 720,000
------------ ------------
1,588,000 1,589,000
------------ ------------
Operating income 168,000 55,000
------------ ------------
Other income (expense):
Other (expense) (2,000)
Interest income 1,000 2,000
Interest expense (16,000) (14,000)
------------ ------------
(15,000) (14,000)
------------ ------------
Income before provision for income taxes 153,000 41,000
Income taxes (5,000) (8,000)
------------ ------------
Net income $ 148,000 $ 33,000
============ ============
Basic income per common share $ 0.01 $ 0.00
============ ============
Diluted income per common share $ 0.01 $ 0.00
============ ============
Weighted average shares outstanding --
basic 21,284,768 21,279,338
Dilutive effect of stock options and warrants 7,397 377,381
------------ ------------
Weighted average shares outstanding -
diluted 21,292,165 21,656,719
============ ============
The accompanying notes are an integral part of the financial statements
4
American Bio Medica Corporation
Statements of Cash Flows
(Unaudited)
For The Six Months Ended
June 30,
---------------------------------------
2005 2004
------------------ ------------------
Cash flows from operating activities:
Net income $ 222,000 $ 58,000
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation 185,000 115,000
Non cash compensation expense 228,000
Changes in:
Accounts receivable (486,000) (120,000)
Inventory 363,000 33,000
Prepaid and other current assets (32,000) (113,000)
Accounts payable (717,000) (103,000)
Accrued liabilities 13,000 3,000
Unearned Grant (5,000)
Wages payable (8,000) 176,000
----------- -----------
Net cash used in operating activities (465,000) (75,000)
----------- -----------
Cash flows from investing activities:
Purchase of property, plant and equipment (99,000) (196,000)
----------- -----------
Net cash used in investing activities (99,000) (196,000)
----------- -----------
Cash flows from financing activities:
Proceeds from exercise of warrants 3,000 528,000
Proceeds from exercise of options 53,000
Debt payments (38,000) (27,000)
Proceeds from line of credit 176,000 132,000
Line of credit payments (49,000)
Proceeds from grant 25,000
----------- -----------
Net cash provided by financing activities 166,000 637,000
----------- -----------
Net increase / (decrease) in cash and cash equivalents (398,000) 366,000
Cash and cash equivalents - beginning of period 995,000 942,000
----------- -----------
Cash and cash equivalents - end of period $ 597,000 $ 1,308,000
=========== ===========
Supplemental disclosures of cash flow information
Cash paid during period for interest $ 27,000 $ 27,000
Issuance of note payable for purchase of equipment $ 85,000
The accompanying notes are an integral part of the financial statements
5
Notes to financial statements (unaudited)
June 30, 2005
Note A - Basis of Reporting
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America 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 accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, such
statements include all adjustments, which are considered necessary for a fair
presentation of the financial position of American Bio Medica Corporation (the
"Company" or "ABMC") at June 30, 2005, and the results of its operations, and
cash flows for the six-month and three-month periods ended June 30, 2005 and
2004. The results of operations for the six-month and three-month periods ended
June 30, 2005 are not necessarily indicative of the operating results for the
full year. These financial statements should be read in conjunction with the
Company's audited financial statements and related disclosures for the year
ended December 31, 2004 included in the Company's Form 10-KSB.
During the year ended December 31, 2004, the Company earned net income of
$266,000 from net sales of $12,241,000, and had net cash provided by operating
activities of $134,000. During the six months ended June 30, 2005, the Company
earned a net income of $222,000 from net sales of $6,736,000. The Company had
net cash outflows from operating activities of $465,000 for the first six months
of 2005 primarily as the result of increases in accounts receivables, and
reductions in accounts payable resulting from payments made for inventory
purchases made in the fourth quarter of 2004. The Company continued to take
steps to improve its financial prospects including focusing on research and
development and sales and marketing. Additionally, the Company added six new
regional sales or sales support professionals and a marketing support
professional in the first quarter of 2005.
The Company's continued existence is dependent upon several factors,
including its ability to raise revenue levels and reduce costs to generate
positive cash flows, and to sell additional shares of the Company's common stock
to fund operations, if necessary.
NEW ACCOUNTING STANDARDS
In December 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 132R ("FAS 132R"),
"Employers' Disclosures about Pensions and Other Postretirement Benefits". The
statement provides disclosures requirements for defined benefit pension plans
and other post-retirement benefit plans. The statement was effective for annual
financial statements with fiscal years ending after December 15, 2003, and for
interim periods beginning after December 15, 2003. The Company adopted FAS 132R
during the year ended December 31, 2004. The adoption of FAS 132R did not have
any impact on the Company's operating results or financial position.
In December 2003, the FASB published a revision to Interpretation No. 46,
"Consolidation of Variable Interest Entities" ("FIN 46R"), to clarify some of
the provisions of the original interpretation, and to exempt certain entities
from its requirements. Under the revised guidance, there are new effective dates
for companies that have interests in structures that are commonly referred to as
special-purpose entities. The rules are effective in financial statements for
periods ending after March 15, 2004. FIN 46R did not impact the Company's
operating results or financial position because the Company does not have any
variable interest entities.
6
In March 2004, the Emerging Issues Task Force reached a consensus on Issue
No. 03-1, "The Meaning of Other-Than-Temporary Impairments and Its Application
to Certain Investments" ("EITF 03-1"). EITF 03-1 provides a three-step
impairment model for determining whether an investment is other-than-temporarily
impaired and requires the Company to recognize such impairments as an impairment
loss equal to the difference between the investment's cost and fair value at the
reporting date. The guidance became effective for the Company during the first
quarter of fiscal 2005. The Company adopted the provisions of EITF 03-1 during
the year ended December 31, 2004. EITF 03-1did not impact the Company's
operating results or financial position.
In May 2004, the FASB issued Staff Position 106-2, "Accounting and
Disclosure Requirements Related to the Medicare Prescription Drug, Improvement
and Modernization Act of 2003" ("FAS 106-2), providing final guidance on
accounting for the Medicare Prescription Drug, Improvement and Modernization Act
of 2003 ("the Act"). The Company adopted the provisions of FAS 106-2 during the
year ended December 31, 2004. FAS 106-2 did not impact the Company's operating
results or financial position.
In November 2004, the FASB issued SFAS No. 151 "Inventory Costs - An
Amendment of ARB No. 43, Chapter 4" ("FAS 151"). FAS 151 clarifies that abnormal
amounts of idle facility expense, freight, handling costs and spoilage should be
expensed as incurred and not included in overhead. Further, FAS 151 requires
that allocation of fixed and production facilities overhead to conversion costs
should be based on normal capacity of the production facilities. The provisions
in FAS 151 are effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. The Company does not believe that the adoption of
FAS 151 will have a significant effect on its financial statements.
In November 2004, the FASB issued SFAS No. 153 "Exchanges of Nonmonetary
Assets -- An Amendment of APB Opinion No. 29" ("FAS 153"). The provisions of
this statement are effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. This statement eliminates the exception
to fair value for exchanges of similar productive assets and replaces it with a
general exception for exchange transactions that do not have commercial
substance -- that is, transactions that are not expected to result in
significant changes in the cash flows of the reporting entity. The Company does
not believe that the adoption of FAS 153 will have a significant effect on its
financial statements.
In November 2004, the FASB's Emerging Issues Task Force reached a
consensus on Issue No. 03-13, "Applying the Conditions in Paragraph 42 of FASB
Statement No. 144 in Determining Whether to Report Discontinued Operations"
("EITF 03-13"). The guidance should be applied to a component of an enterprise
that is either disposed of or classified as held for sale in fiscal periods
beginning after December 15, 2004. The Company does not believe that the
adoption of EITF 03-13 will have a significant effect on its financial
statements.
In December 2004, the FASB issued Staff Position No. FAS 109-2,
"Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004" ("FAS 109-2"). FAS
109-2 requires the Company to disclose the total effect on income tax expense
(or benefit) for amounts that have been recognized under the repatriation
provision. For annual financial statements, any effect should be shown
separately in the same place (either on the face of the income statement or in
the footnotes) that the amounts of current and deferred taxes are disclosed for
the period. The Company does not believe that the adoption of Staff Position No.
FAS 109-2 will have a significant effect on its financial statements.
In December 2004, the FASB issued FAS No. 123 (revised 2004), "Share-Based
Payment", ("FAS No. 123(R)"), which amends FAS No. 123, Accounting for
Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees. FAS No. 123(R) requires compensation expense to be
recognized for all share-based payments made to employees based on the fair
value of the award at the date of grant, eliminating the intrinsic value
alternative allowed by FAS No. 123. Generally, the approach to determining fair
value under the original pronouncement has not changed. However, there are
revisions to the accounting guidelines established, such as accounting for
forfeitures, which will change our accounting for stock-based awards in the
future.
7
FAS No. 123(R) must be adopted in the first interim or annual period
beginning after December 15, 2005. The statement allows companies to adopt its
provisions using either of the following transition alternatives:
(i) The modified prospective method, which results in the recognition of
compensation expense using FAS 123(R) for all share-based awards granted
after the effective date and the recognition of compensation expense using
FAS 123 for all previously granted share-based awards that remain unvested
at the effective date; or
(ii) The modified retrospective method, which results in applying the
modified prospective method and restating prior periods by recognizing the
financial statement impact of share-based payments in a manner consistent
with the pro forma disclosure requirements of FAS No. 123. The modified
retrospective method may be applied to all prior periods presented or
previously reported interim periods of the year of adoption.
We currently plan to adopt FAS No. 123(R) on January 1, 2006 using the
modified prospective method. Because we currently account for share-based
payments to our employees using the intrinsic value method, our results of
operations have not included the recognition of compensation expense for the
issuance of stock option awards. Had we applied the fair-value criteria
established by FAS No. 123(R) to previous stock option grants, the impact to our
results of operations would have approximated the impact of applying FAS No.
123, which was a reduction to net income of approximately $995,000 in 2004,
$1,018,000 in 2003 and $881,000 in 2002. The impact of applying SFAS No. 123 to
previous stock option grants for the year ended December 31, 2005 will be
approximately $705,000, including $505,000 in the first six months of 2005. We
currently expect the recognition of compensation expense for stock options
issued and outstanding at June 30, 2005 to reduce our 2006 net income by
approximately $164,000.
FAS No. 123(R) also requires the benefits of tax deductions in excess of
recognized compensation cost to be reported as a financing cash flow, rather
than as an operating cash flow as required under current literature. This
requirement will reduce our net operating cash inflows and increase our net
financing cash flows in periods after adoption. The impact that this change in
reporting will have on future periods cannot be determined at this time because
the benefit recognized is dependent upon attributes that vary for each option
exercise.
In May 2005, the FASB issued FAS No. 154. "Accounting Changes and Error
Corrections" which replaced APB Opinion No. 20 and FASB Statement No. 3,
Reporting Accounting Changes in Interim Financial Statements, and changes the
requirements for the accounting for and reporting of a change in accounting
principle. This statement shall be effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
FAS No. 154 requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. This Statement defines retrospective application as the application of a
different accounting principle to prior accounting periods as if that principle
had always been used or as the adjustment of previously issued financial
statements to reflect a change in the reporting entity. FAS No. 154 also
requires that a change in depreciation, amortization, or depletion method for
long-lived, non-financial assets be accounted for as a change in accounting
estimate effected by a change in accounting principle. The Company does not
believe that the adoption of FAS No. 154 will have a significant effect on its
financial statements.
8
Note B - Net Income Per Common Share
Basic net income or loss per share is calculated by dividing the net
income or loss by the weighted average number of outstanding common shares
during the period. Diluted net income or loss per share includes the weighted
average dilutive effect of stock options and warrants.
Potential common shares outstanding as of June 30, 2005 and 2004:
June 30, June 30,
-------- --------
2005 2004
---- ----
Warrants 2,243,420 2,245,920
Options 4,166,080 4,258,500
For the three months and six months ended June 30, 2005 the number of
securities not included in the diluted EPS, because the effect would have been
anti-dilutive, were 5,783,000 and 4,884,500, respectively. For the three months
and six months ended June 30, 2004 the number of securities not included in the
diluted EPS, because the effect would have been anti-dilutive, were 2,496,420
and 1,753,250 respectively.
The following pro forma information gives effect to fair value of the
options on the date of grant using the Black-Scholes option-pricing model with
the following assumptions: dividend yield of 0%, volatility of 75% to 77% for
2005 and 79% to 81% for 2004, risk free interest rates ranging from 4.26% to
4.91% for 2005 and 4.62% to 5.34% for 2004, and an expected life of 10 years for
both 2005 and 2004. The pro-forma net income represents six months amortization
of expense associated with the option grants.
Six months ended Six months ended
June 30, June 30,
2005 2004
----------------------- ----------------------
Net Income/(loss):
As reported $ 222,000 $ 58,000
Pro forma $ (283,000) $ (272,000)
Basic income/(loss) per share
As reported $ .01 $ .00
Pro forma $ (.01) $ (.01)
Diluted income/(loss) per share
As reported $ .01 $ .00
Pro forma $ (.01) $ (.01)
Note C - Litigation
The Company has been named in legal proceedings in connection with matters
that arose during the normal course of its business, and that in the Company's
opinion are not material. While the ultimate result of any litigation cannot be
determined, it is management's opinion based upon consultation with counsel,
that it has adequately provided for losses that may be incurred related to these
claims. If the Company is unsuccessful in defending any or all of these claims,
resulting financial losses could have an adverse effect on the financial
position, results of operations and cash flows of the Company.
9
Note D - Reclassifications
Certain items have been reclassified to conform to the current
presentation.
Note E - Employee Severance Costs
During the first quarter of 2004 the Company incurred severance costs as a
result of several personnel changes made in conjunction with the changing needs
of the business. Included in these changes were the separation of an executive
vice president and a manager of operations, a sales representative, and two
clerical positions, all at the Company's headquarters in Kinderhook, NY. The
costs related to these separations totaled $240,000, of which $30,000 was
non-cash.
Note F - Line of Credit
The Company has available a line of credit with First Niagara Financial
Group, Inc. ("FNFG") and has a maximum available line of $350,000, not to exceed
70% of accounts receivable less than 60 days. The interest rate is .25% above
the FNFG prime rate and the Company is required to pay the principal down to $0
for a 30 consecutive day period in each 12 month period during which the line is
available.
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 AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
The following discussion of the Company's financial condition and the
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 in addition to the description of historical
facts contained herein, this report contains certain forward-looking statements
that involve risks and uncertainties as detailed herein and from time to time in
the Company's other 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; (b) risks associated with international
business; (c) regulatory, competitive and contractual risks; (d) product
development risks; and (e) 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.
Critical accounting policies
There have been no significant changes to the Company's critical
accounting policies, which are included in the Company's form 10-KSB filing for
the year ended December 31, 2004, during the six months ended June 30, 2005.
10
Results of operations for the six months ended June 30, 2005 as compared to the
six months ended June 30, 2004
Net sales were $6,736,000 for the six months ended June 30, 2005 as
compared to $6,264,000 for the six months ended June 30, 2004, an increase of
$472,000 or 7.5%. The Company's efforts to grow its direct sales continued in
the first half of 2005 with the addition of six new sales professionals.
Further, a marketing support professional was added during the first quarter of
2005 to support the sales efforts of the direct sales and inside sales groups.
Direct sales accounted for 73.0% or $4,920,000 of sales for the first half
compared to $4,319,000 or 68.9% a year ago. Telemarketing, international and
other sales contributed $1,816,000 or 27.0% of the net sales for the first six
months of 2005, compared to $1,945,000 or 31.1% of the net sales for the same
period in 2004.
During the six months ended June 30, 2005, the Company continued its
extensive program to market and distribute its urine based drug screens, the
Rapid Drug Screen(R), Rapid TEC(R) and Rapid One(R) product lines. The Company
also continued to market and distribute its newly developed Oralstat(R), a
saliva based drug screen, and the RDS(R) InCup(TM), an all-inclusive urine drug
screen, both introduced in the third quarter of 2004. The Company continued
sales of its Rapid Reader(TM), a portable computer peripheral device that
captures a picture of test results on an ABMC drug screen using a
high-resolution camera. The Rapid Reader then interprets and records the
results. The result information is then sent to a data management system, which
enables the user to store, transmit, report and print the drug test results.
The Company continued its contract manufacturing operations for
unaffiliated third parties during the first half of 2005. Development continued
on the production of a point of collection test for HIV, which is currently
being evaluated by the FDA. In addition, the Company continued sales of a test
for the detection of Respiratory Syncytial Virus ("RSV"), a juvenile respiratory
disease, a test developed in the third quarter of 2004.
Cost of goods sold for the six months ended June 30, 2005 was $3,338,000
or 49.6% of net sales as compared to $2,897,000 or 46.2% of net sales for the
six months ended June 30, 2004. The increase in cost of goods sold is due to
increases in the cost of labor in manufacturing, stemming from the greater
diversity and complexity of new products. Gross profit margin fell 3.4% year
over year. While the cost of labor and overhead rose in 2005 compared to a year
ago, cost of materials has remained relatively consistent and the company
continued its efforts to control the costs to produce its products.
Operating expenses decreased 3.5% to $3,159,000 in the first six months of
2005 as compared to $3,274,000 in the same period in 2004. Research and
development expense was $332,000, up from $273,000 in the first half of 2004.
This is attributable to increased costs for FDA compliance and consulting fees.
Selling and marketing expense was $1,681,000 for the first half of 2005 compared
to $1,353,000 in the same period a year ago. The increase is attributed to
hiring six additional sales professionals to further increase penetration in the
market. General and administrative expenses decreased by $262,000 to $1,146,000
in the first six months of 2005.
Included in operating expenses in the first half of 2004 are charges of
$664,000 of which $240,000 related to employee severance costs, incurred in
response to the changing needs of the business in January 2004 and $199,000 of
expense related to a financial advisory services contract executed in December
of 2003 and subsequently cancelled during the second quarter of 2004. These
charges of $664,000 also included general and administrative expense for the
first half of 2004 of $225,000 in professional fees related to the Company's
investigation into allegations identified in an anonymous letter received by its
independent accountants in February 2004. As part of this response, an
independent counsel performed an internal investigation.
11
Though the investigation expenses did not recur in the first half of 2005,
other expenses were incurred related to the company's continued efforts to grow
sales, increase market penetration, and address increased regulatory reporting
requirements. Six additional sales professionals were added during 2004 or early
2005 in addition to a marketing support professional, a production manager, a
controller, a quality control manager and an additional quality control
resource.
Research and development
Research and development expenses for the six months ended June 30, 2005
were $332,000 or 4.9% of net sales compared to $273,000 or 4.4% of net sales for
the six months ended June 30, 2004. The increase in expense is primarily due to
an increase in consulting costs in addition to an increase in FDA compliance
costs. Management continues its strategy to: focus on new product development to
meet the changing needs of the point of collection drug of abuse testing market;
develop test components for an HIV test currently under development for a third
party and being evaluated by the FDA; and develop new uses of immunoassay
lateral flow technology.
Selling and marketing expense
Selling and marketing expense was $1,681,000 or 25.0% of net sales in the
first six months of 2005. This represents an increase of $328,000, from
$1,353,000 or 21.6% of net sales in the same six months in 2004. This increase
is primarily attributable to the addition of six sales professionals and a
marketing support professional to further penetrate the Company's core markets;
corporate/workplace and government/corrections. Further, in the first two
quarters of 2005 expenses for advertising and promotion and travel were higher
than the same period a year ago.
General and administrative expense
General and administrative (G&A) expense was $262,000 lower in the first
six months of 2005 than the same period in 2004. Total G&A expense for the six
months ended June 30, 2005 was $1,146,000 or 17.0% of net sales compared to
$1,408,000 or 22.5% of net sales in the first six months of 2004. Included in
G&A expense in the first half of 2004 was $225,000 of expense related to the
independent investigation described above plus $199,000 of non-cash compensation
for a financial advisory agreement entered into in the fourth quarter of 2003
and subsequently cancelled during the second quarter of 2004. Though these
expenses did not recur in the first half of 2005, other expenses increased
including expenses attributable to additional personnel hired to address
increased regulatory reporting requirements such as: operations management,
additional quality control management and additional finance resources to comply
with the Sarbanes Oxley Act of 2002 and associated regulations. Further,
director's fees and expenses, and state and local taxes increased in the first
half of 2005 compared to 2004. These increases were partially offset by savings
in consulting fees, accounting fees and outside service fees.
Results of operations for the three months ended June 30, 2005 as compared to
the three months ended June 30, 2004
Net sales were $3,614,000 for the three months ended June 30, 2005 as
compared to $3,192,000 for the three months ended June 30, 2004, representing an
increase of $422,000 or 13.2%. Direct sales accounted for 74.1% or $2,678,000 of
sales for the second quarter compared to $2,293,000 or 71.8% a year ago.
Telemarketing, international and other sales contributed $936,000 or 25.9% of
the net sales for the second quarter of 2005, compared to $899,000 or 28.2% of
the net sales for the same period in 2004.
During the three months ended June 30, 2005, the Company continued its
extensive program to market and distribute its urine based drug screens, the
Rapid Drug Screen(R), Rapid TEC(R) and Rapid One(R) product lines. The Company
also continued to market and distribute its newly developed Oralstat(R), a
saliva based drug screen, and the RDS(R) InCup(TM), an all-inclusive urine drug
screen, both introduced in the third quarter of 2004. The Company continued
sales of its Rapid Reader(TM), a portable computer peripheral device that
captures a picture of test results on an ABMC drug screen using a
high-resolution camera. The Rapid Reader then interprets and records the
results. The result information is then sent to a data management system, which
enables the user to store, transmit, report and print the drug test results.
12
The Company continued its contract manufacturing operations for
unaffiliated third parties during the second quarter of 2005. Development
continued on the production of a point of collection test for HIV, which is
currently being evaluated by the FDA. In addition, the Company continued sales
of a test for the detection of Respiratory Syncytial Virus ("RSV"), a juvenile
respiratory disease, a test developed in the third quarter of 2004.
Cost of goods sold for the three months ended June 30, 2005 was $1,858,000
or 51.4% of net sales as compared to $1,548,000 or 48.5% of net sales for the
three months ended June 30, 2004. The increase in cost of goods sold is due to
increases in the cost of labor in manufacturing, stemming from the greater
diversity and complexity of new products. Gross profit margin fell 2.9% in the
second quarter of 2005 compared to the same period in 2004. While the cost of
labor and overhead rose in 2005 compared to a year ago, materials have remained
relatively consistent and the Company continued its efforts to control the costs
to produce its products.
Operating expenses decreased $1,000, or 0.01%, to $1,588,000 in the second
quarter of 2005 as compared to $1,589,000 in the same period in 2004. This is
attributable to increased Selling and Marketing expenditures of $199,000, R&D
expenditures of $30,000 and an increase in G&A expense of $59,000 offset by a
decrease of G&A expenses of $160,000 incurred in the second quarter of 2004 for
the Company's investigation into allegations identified in an anonymous letter
received by its independent accountants in February 2004 and $129,000 of expense
related to a financial advisory services contract executed in December of 2003
and subsequently cancelled during the second quarter of 2004; these expenses did
not recur in 2005.
Research and development
Research and development ("R&D") expenses for the three months ended June
30, 2005 were $174,000 or 4.8% of net sales compared to $144,000 or 4.5% of net
sales for the three months ended June 30, 2004. The increase in expense is
primarily due to an increase in consulting costs in addition to an increase in
FDA compliance costs. Management continues its strategy to: focus on new product
development to meet the changing needs of the point of collection drug of abuse
testing market; develop test components for an HIV test currently under
development for a third party and being evaluated by the FDA; and develop new
uses of immunoassay lateral flow technology.
Selling and marketing expense
Selling and marketing expense was $924,000 or 25.6% of net sales in the
second quarter of 2005, an increase of $199,000, from $725,000 or 22.7% of net
sales in the same three months in 2004. This increase is primarily attributable
to the addition of six sales professionals and a marketing support professional
to further penetrate the marketplace. Further, in the first two quarters of 2005
expenses for advertising and promotion and travel were higher than the same
period a year ago.
General and administrative expense
General and administrative expense decreased by $230,000 in the second
quarter of 2005 compared to the same period in 2004. Total G&A expense in the
second quarter of 2005 was $490,000 or 13.6% of net sales compared to $720,000
or 22.6% of net sales in the three months ended June 30, 2004. Included in G&A
expense in the second quarter of 2004 was $160,000 of expenses related to the
independent investigation described above and $129,000 of expense related to the
financial advisory agreement referenced above. Though these expenses did not
recur in the first half of 2005, other expenses increased including expenses
attributable to additional personnel hired to address increased regulatory
reporting requirements such as: operations management, additional quality
control management and additional finance resources to comply with the Sarbanes
Oxley Act of 2002 and associated regulations. Further, director's insurance, and
patent and license fees increased in the second quarter of the current year
compared to last year. These increases were partially offset by savings in
consulting fees, accounting fees and outside service fees.
13
LIQUIDITY AND CAPITAL RESOURCES AS OF JUNE 30, 2005
The Company's cash requirements depend on numerous factors, including
product development activities, ability to penetrate the direct sales market,
market acceptance of its new products, and effective management of inventory
levels in response to sales forecasts. The Company expects to devote substantial
capital resources to continue its product development, expand manufacturing
capacity, and support its direct sales efforts. The Company will examine other
growth opportunities including strategic alliances and expects such activities
will be funded from existing cash and cash equivalents, issuance of additional
equity or debt securities or additional borrowings subject to market and other
conditions. The Company believes that its current cash balances, and cash
generated from future operations will be sufficient to fund operations for the
next twelve months. 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 obtain additional credit
facilities. There is no assurance that such financing will be available or that
the Company will be able to complete financing on satisfactory terms, if at all.
Management believes that the amount of research and development, sales and
marketing and general and administrative costs may increase as the Company
continues its investment in long term growth and creates the necessary
infrastructure to: achieve its worldwide drug test marketing and sales goals,
continue its penetration of the direct sales market, support research and
development projects and leverage new product initiatives. However, management
has implemented programs to control the rate of increase of these costs to be
consistent with the expected sales growth rate of the Company.
The Company has working capital of $5,013,000 at June 30, 2005 compared to
working capital of $4,708,000 at December 31, 2004. The Company has historically
satisfied its net working capital requirements, if needed, through cash
generated by proceeds from private placements of equity securities with
institutional investors. The Company has never paid any dividends on its common
shares and 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 $465,000 for the six months
ended June 30, 2005 compared to net cash used in operating activities of $75,000
for the six months ended June 30, 2004. The net cash used in operating
activities for the six months ended June 30, 2005 resulted primarily from
increases in accounts receivable and reductions in accounts payable offset by
decreases in accrued expenses and inventory. Reductions in accounts payable
pertain to purchases of inventory materials in the fourth quarter of 2004, paid
for in the first quarter of 2005.
Net cash used in investing activities was $99,000 for the six months ended
June 30, 2005 compared to net cash used in investing activities of $196,000 for
the six months ended June 30, 2004. The net cash used in investing activities in
the first six months of 2005 was exclusively for investment in property, plant &
equipment, specifically costs associated with the completion of the Company's
HIV room and equipment purchases in the Company's New Jersey facility and
additional equipment purchases for new hires. In the first half of 2004 cash
used in investing activities was comprised of the purchase of Rapid Reader
devices and software, and the purchase and installation of enhanced sales
tracking and forecasting software.
14
Net cash provided by financing activities was $166,000 for the six months
ended June 30, 2005 consisting of proceeds from borrowings on a line of credit
totaling $176,000, the exercise of warrants totaling $3,000 and proceeds of
$25,000 from a Columbia County Economic Development Grant offset by $38,000 in
payments on mortgage and notes payable. Net cash provided by financing
activities in the first half of 2004 was $637,000 and consisted of proceeds from
the exercise of warrants totaling $528,000, proceeds from the exercise of
options totaling $53,000, and borrowings on a line of credit totaling $132,000.
The Company also issued a note payable in the amount of $85,000, which was a
non-cash financing activity, bearing an interest rate of 5% and a term of two
years from the manufacturer of a new mold purchased by the Company.
The Company has available a line of credit with First Niagara Financial
Group, Inc. ("FNFG") and has a maximum available line of $350,000, not to exceed
70% of accounts receivable less than 60 days. The interest rate is .25% above
the FNFG prime rate and the Company is required to pay the principal down to $0
for a 30 consecutive day period in each 12 month period during which the line is
available. Amounts outstanding under the line at June 30, 2005 totaled $176,000
compared to $132,000 outstanding at June 30, 2004.
At June 30, 2005, the Company had cash and cash equivalents of $597,000.
The Company's primary short-term capital and working capital needs relate
to continued support of its research and development programs, opening new
distribution opportunities, focusing sales efforts on segments of the drugs of
abuse testing market that will yield high volume sales, increasing its
manufacturing and production capabilities, establishing adequate inventory
levels to support expected sales and instituting controls necessary to comply
with financial disclosure controls as necessitated by new regulatory
requirements.
ITEM 3. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company's CEO and
CFO reviewed the Company's disclosure controls and procedures. Based on this
evaluation, the Company, including the CEO and CFO, have concluded that the
Company's disclosure controls and procedures are adequate to ensure the clarity
and material completeness of the Company's disclosure in its periodic reports
required to be filed with the SEC. Additionally, based upon this most recent
evaluation, we have concluded that there were no significant changes in internal
controls or other factors that have materially affected or are likely to
materially affect the Company's internal control over financial reporting during
the period covered by this report.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings:
See "Note C - Litigation" in the Notes to Financial Statements included in
this report 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.
15
Item 4. Submission of Matters to a Vote of Security-Holders
The following matters were voted upon at the Company's Annual Meeting of
Shareholders (the "Meeting") held at the Holiday Inn in East Greenbush, New York
on June 16, 2005.
PROPOSAL 1 - ELECTION OF DIRECTORS
Total shares voted: 19,580,168 Outstanding shares: 21,284,768
Percent of shares voted: 92.0%
Proposal No. 1 - Election of Directors
Director For Pct. Withheld Pct.
-------- --- ---- -------- ----
Edmund Jaskiewicz 19,270,051 98.4 310,117 1.6
Stan Cipkowski 19,245,624 98.3 334,544 1.7
Richard P. Koskey 19,322,103 98.7 258,065 1.3
Daniel W. Kollin 19,323,726 98.7 256,442 1.3
Anthony Costantino 19,323,366 98.7 256,802 1.3
Carl A. Florio 19,328,243 98.7 251,925 1.3
All six nominees for election to the Board of Directors were elected
Item 5. Other Information
None.
Item 6. Exhibits
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
32.1 Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
16
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/Keith E. Palmer
--------------------------------------
EVP of Finance, Chief Financial Officer and
Treasurer (Principal Accounting Officer and
duly authorized Officer)
Dated: August 12, 2005
17
Exhibit 31.1
CERTIFICATIONS
I, Stan Cipkowski, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of American Bio Medica
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) [omitted]; and
c) evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting; and
/s/ Stan Cipkowski
- -----------------------
Chief Executive Officer
Date: August 12, 2005
Exhibit 31.2
CERTIFICATIONS
I, Keith E. Palmer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of American Bio Medica
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;
4. The small business issuer's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
have:
a) designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) [omitted]; and
c) evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and
5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee of
the small business issuer's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting; and
/s/ Keith E. Palmer
- -----------------------
Chief Financial Officer & Executive Vice President
Date: August 12, 2005
19
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Bio Medica Corporation
(the "Company") on Form 10-QSB for the period ending June 30, 2005 as filed with
the Securities and Exchange Commission on August 12, 2005 (the "Report"), I,
Stan Cipkowski, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
/s/ Stan Cipkowski
--------------------------
Chief Executive Officer
August 12, 2005
20
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of American Bio Medica Corporation
(the "Company") on Form 10-QSB for the period ending June 30, 2005 as filed with
the Securities and Exchange Commission on August 12, 2005 (the "Report"), I,
Keith E. Palmer, Chief Financial Officer and Executive Vice President of the
Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
/s/ Keith E. Palmer
--------------------------
Keith E. Palmer
Chief Financial Officer and
Executive Vice President
August 12, 2005
21