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 September 30, 2003.
[ ] 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
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(Address of principal executive offices)
800-227-1243
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(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:
20,638,548 Common Shares as of November 13, 2003
Transitional Small Business Disclosure Format: Yes [ ] No [X]
1
PART I
FINANCIAL INFORMATION
AMERICAN BIO MEDICA CORPORATION
BALANCE SHEETS
SEPTEMBER 30,
2003 DECEMBER 31,
(UNAUDITED) 2002
----------------- ---------------
ASSETS
------
Current assets:
Cash and cash equivalents $ 409,000 $ 231,000
Accounts receivable, net of allowance of $105,000 and $70,000
at September 30, 2003 and December 31, 2002 respectively 2,588,000 1,105,000
Inventory 2,673,000 2,795,000
Prepaid and other current assets 101,000 60,000
----------------- ---------------
Total current assets 5,771,000 4,191,000
Property, plant and equipment, net 1,408,000 1,457,000
----------------- ---------------
Total Assets $ 7,179,000 $ 5,648,000
================= ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 1,175,000 $ 908,000
Accrued liabilities 754,000 513,000
Current portion of mortgages and notes payable and capital
lease obligations 120,000 184,000
----------------- ----------------
Total current liabilities 2,049,000 1,605,000
Long term portion of mortgages payable 664,000 673,000
Unearned grant 75,000 50,000
----------------- ---------------
Total liabilities 2,788,000 2,328,000
----------------- ---------------
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; 20,638,548 and 20,609,548 shares issued at
September 30, 2003 and December 31, 2002 respectively 206,000 206,000
Additional paid-in capital 17,859,000 17,788,000
Accumulated deficit (13,492,000) (14,435,000)
Treasury stock; 177,000 and 225,000 shares respectively (182,000) (239,000)
----------------- ---------------
Total stockholders' equity 4,391,000 3,320,000
----------------- ---------------
Total liabilities and stockholders' equity $ 7,179,000 $ 5,648,000
================= ===============
See accompanying notes to financial statements
2
AMERICAN BIO MEDICA CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------------------
2003 2002
-------------------- -----------------
Net sales $ 9,799,000 $ 7,904,000
Cost of goods sold 4,282,000 3,252,000
-------------------- -----------------
Gross profit 5,517,000 4,652,000
-------------------- -----------------
Operating expenses:
Research and development 427,000 203,000
Selling and marketing 2,155,000 1,795,000
General and administrative 2,141,000 1,929,000
-------------------- -----------------
4,723,000 3,927,000
-------------------- -----------------
Operating income 794,000 725,000
-------------------- -----------------
Other income (expense):
Other income 198,000 1,000
Interest income 26,000 58,000
Interest expense (75,000) (40,000)
-------------------- -----------------
149,000 19,000
-------------------- -----------------
Income before provisions for income taxes 943,000 744,000
Provision for (benefit from) income taxes 0 0
-------------------- -----------------
Net income $ 943,000 $ 744,000
==================== =================
Basic income per common share $ 0.05 $ 0.04
==================== =================
Diluted income per common share $ 0.04 $ 0.04
==================== =================
Weighted average shares outstanding -
basic 20,616,347 20,609,548
Dilutive effect of stock options and warrants 532,823 598,460
-------------------- -----------------
Weighted average shares outstanding -
diluted 21,149,170 21,208,008
==================== =================
See accompanying notes to financial statements
3
AMERICAN BIO MEDICA CORPORATION
STATEMENTS OF OPERATIONS
(UNAUDITED)
FOR THE THREE MONTHS ENDED
SEPTEMBER 30,
-----------------------------------------
2003 2002
------------------- ----------------
Net sales $ 3,979,000 $ 3,032,000
Cost of goods sold 1,694,000 1,132,000
------------------- ----------------
Gross profit 2,285,000 1,900,000
------------------- ----------------
Operating expenses:
Research and development 88,000 34,000
Selling and marketing 841,000 609,000
General and administrative 819,000 817,000
------------------- ----------------
1,748,000 1,460,000
------------------- ----------------
Operating income 537,000 440,000
------------------- ----------------
Other income (expense):
Other income 1,000
Interest income 16,000 14,000
Interest expense (27,000) (17,000)
------------------- ----------------
(11,000) (2,000)
------------------- ----------------
Income before provisions for income taxes 526,000 438,000
Provision for (benefit from) income taxes 0 0
------------------- ----------------
Net income $ 526,000 $ 438,000
=================== ================
Basic and diluted income per common share $ 0.03 $ 0.02
=================== ================
Basic and diluted income per common share $ 0.02 $ 0.02
=================== ================
Weighted average shares outstanding -
basic 20,629,722 20,609,548
Dilutive effect of stock options and warrants 810,984 1,011,617
------------------- ----------------
Weighted average shares outstanding -
diluted 21,440,706 21,621,165
=================== ================
See accompanying notes to financial statements
4
AMERICAN BIO MEDICA CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
---------------------------------------
2003 2002
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 943,000 $ 744,000
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation 130,000 112,000
Provision for doubtful accounts and returns 35,000
Non cash compensation expense 47,000 27,000
Accrued interest, related party (30,000)
Gain on sale of land (30,000)
Changes in:
Accounts receivable (1,519,000) (646,000)
Inventory 122,000 9,000
Prepaid expenses and other current assets (41,000) 26,000
Restricted cash 106,000
Accounts payable 266,000 (257,000)
Accrued liabilities 241,000 144,000
Customer advance deposits (243,000)
----------------- -----------------
Net cash provided by/(used in) operating activities 194,000 (8,000)
----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (200,000) (109,000)
Sale of land 150,000
----------------- -----------------
Net cash used in investing activities (50,000) (109,000)
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from grant 25,000 50,000
Proceeds from exercise of options 26,000
Proceeds from sale of treasury stock 55,000 235,000
Debt payments (146,000) (17,000)
Capital lease payments (17,000) (12,000)
Proceeds from line of credit 103,000 20,000
Line of credit payments (12,000) (8,000)
----------------- -----------------
Net cash provided by financing activities 34,000 268,000
----------------- -----------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 178,000 151,000
Cash and cash equivalents - beginning of period 231,000 288,000
----------------- -----------------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 409,000 $ 439,000
================= =================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for interest $ 75,000 $ 17,000
See accompanying notes to financial statements
5
Notes to financial statements (unaudited)
September 30, 2003
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 (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 September 30,
2003, and the results of its operations, and cash flows for the nine-month and
three-month periods ended September 30, 2003 and 2002. The results of operations
for the nine-month and three-month periods ended September 30, 2003 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,
2002 included in the Company's Form 10-KSB.
During the year ended December 31, 2002, the Company earned net income
of $719,000 from net sales of $10,312,000, and had net cash outflows from
operating activities of $400,000. During the nine months ended September 30,
2003, the Company earned a net income of $943,000 from net sales of $9,799,000.
Included in 2003 net income is $185,000 from the reversal of an accrual related
to a royalty agreement executed in 1998 and terminated by mutual agreement in
the second quarter of 2003. Net sales in the three months ended September 30,
2003 were $3,979,000, which resulted in net income of $526,000. The Company had
net cash provided by operating activities of $194,000 for the first nine months
of 2003 primarily as the result of net income, and increases in accounts payable
and accrued liabilities offset by increases in accounts receivable. The Company
continued to take steps to improve its financial prospects including focusing on
research and development and sales and marketing, continued development of new
products, entering into an agreement with an unaffiliated third party to develop
test components for an HIV test, and other measures to enhance profit margins.
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 June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 143, Accounting for
Asset Retirement Obligation. SFAS No. 143 requires entities to record the fair
value of a liability for an asset retirement obligation in the period in which
it is incurred. When the liability is initially recorded, an entity capitalizes
a cost by increasing the carrying amount of the long-lived asset. Over time, the
liability is accreted to its present value each period and the capitalized cost
is depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. SFAS No. 143 is effective for fiscal
years beginning after June 15, 2002. The adoption of this Statement is not
expected to have a material impact on the Company's financial statements.
In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue
6
No. 94-3, Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). This Statement is effective for exit and disposal activities
initiated after December 31, 2002. The adoption of this Statement did not have a
material impact on the Company's financial statements.
In November 2002, the FASB issued FASB Interpretation No. 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others, an interpretation of FASB
Statement No. 5, 57, and 107 and Rescission of FASB Interpretation No. 34 ("FIN
45"). FIN 45 clarifies the requirements of SFAS No. 5, Accounting for
Contingencies, relating to the guarantor's accounting for, and disclosure of,
the issuance of certain types of guarantees. FIN 45 requires that upon issuance
of a guarantee, the guarantor must recognize a liability for the fair value of
the obligation it assumes under that guarantee. FIN 45 specifically excludes
certain guarantee contracts from its scope. Additionally, certain guarantees are
not subject to FIN 45's provisions for initial recognition and measurement but
are subject to its disclosure requirements. The initial recognition and
measurement provisions are effective for guarantees issued or modified after
December 31, 2002. The disclosure requirements are effective for our annual
financial statements for the year ended December 31, 2002. The Company has
adopted the provisions of this statement, which did not have a material impact
on its financial statements.
In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock Based Compensation--Transition and Disclosure, an amendment to FASB
Statement No. 123. This Statement amends SFAS No. 123, Accounting for
Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, this Statement amends the disclosure
requirements of Statement No. 123 to require prominent disclosures in both
annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. Finally, SFAS No. 148 amends APB Opinion No. 28, Interim Financial
Reporting, to require disclosure about those effects in interim financial
reporting. For entities that voluntarily change to the fair value based method
of accounting for stock-based employee compensation, the transition provisions
are effective for fiscal years ending after December 15, 2002. For all other
companies, the disclosure provisions and the amendment to APB No. 28 are
effective for interim periods beginning after December 15, 2002. 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 ranging from 84% to 85% for 2003
and 87% to 90% for 2002, risk free interest rates of ranging from 4.69% to 4.98%
for 2003 and 4.98% - 6.04% for 2002, and an expected life of 10 years for both
2003 and 2002. The pro-forma net income represents three months amortization of
expense associated with the option grants.
NINE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2003 2002
-------------------- --------------------
Net Income/(loss):
As reported $ 943,000 $ 744,000
Pro forma $ 379,000 $ 238,000
Basic income/(loss) per share
As reported $ .05 $ .04
Pro forma $ .02 $ .01
Diluted income/(loss) per share
As reported $ .04 $ .04
Pro forma $ .02 $ .01
7
In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities ("FIN 46"). FIN 46 requires a
variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entity's
activities or entitled to receive a majority of the entity's residual returns or
both. FIN 46 also requires disclosures about variable interest entities that a
company is not required to consolidate but in which it has a significant
variable interest. The consolidation requirements of FIN 46 apply immediately to
variable interest entities created after January 31, 2003. The consolidation
requirements apply to existing entities in the first fiscal year or interim
period beginning after June 15, 2003. Certain of the disclosure requirements
apply in all financial statements issued after January 31, 2003, regardless of
when the variable interest entity was established. The Company does not believe
the adoption of this Statement will have a material impact on its financial
statements.
In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities. This Statement is effective for contracts
entered into or modified after September 30, 2003. The Company does not believe
the adoption of this Statement will have a material impact on its financial
statements.
In May 2003, the FASB issued SFAS No. 150, Accounting For Certain
Financial Instruments with Characteristics of both Liabilities and Equity. The
Statement improves the accounting for certain financial instruments that, under
previous guidance, issuers could account for as equity. The new Statement
requires that those instruments be classified as liabilities in statements of
financial position. This Statement is effective for all financial instruments
entered into or modified after May 31, 2003. The Company has adopted the
provisions of this statement, which did not have a material impact on its
financial statements.
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 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 September 30, 2003 and 2002:
SEPTEMBER 30, 2003 SEPTEMBER 30, 2002
------------------ ------------------
WARRANTS 2,651,703 2,651,703
OPTIONS 5,054,000 5,178,250
For the three months and nine months ended September 30, 2003 the
number of securities not included in the diluted EPS, because the effect would
have been anti-dilutive, were 2,683,170 and 3,046,420 respectively. For the
three months and nine months ended September 30, 2002 the number of securities
not included in the diluted EPS, because the effect would have been
anti-dilutive, were 2,799,750 and 3,133,670 respectively.
Note C - Litigation
The Company has no pending litigation as of the date of this report.
8
Note D - Sale of Land
On March 31, 2003 the Company sold approximately 85 acres of land at
its Kinderhook headquarters for $150,000 recognizing a gain of $30,000.
Note E - Reclassifications
Certain prior period items have been reclassified to conform to the
current presentation.
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 NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2003 AND
2002
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 10KSB filing for the
year ended December 31, 2002, during the nine months ended September 30, 2003.
The Company has entered into several arrangements with third parties
that have agreed to fund Research and Development activities. The arrangements
include milestones that must be achieved to receive payment. The Company records
revenue based upon the lesser of costs incurred to date, or the milestone value
(for the milestone value to be used, the milestone must be achieved). In the
first nine months of 2003 the Company recognized sales and cost of sales
totaling $60,000 from two separate arrangements for the performance of Research
and Development activities.
Results of operations for the nine months ended September 30, 2003 as compared
to the nine months ended September 30, 2002
Net sales were $9,799,000 for the nine months ended September 30, 2003
as compared to $7,904,000 for the nine months ended September 30, 2002, an
increase of $1,895,000 or 24.0%. Direct sales, telemarketing sales and
international sales continued as the primary sources of sales contributing
approximately $8,336,000 or 85.1% of the net sales for the first nine months of
2003 compared to $5,667,000 or 71.7% of the net sales for the same period in
2002. During the
9
nine months ended September 30, 2003, the Company continued its extensive
program to market and distribute its primary product lines, the Rapid Drug
Screen(R) and Rapid One(R), in addition to its saliva based test, the
Oralstat(R) and its Rapid Tec(R) series.
Cost of goods sold for the nine months ended September 30, 2003 was
$4,282,000 or 43.7% of net sales as compared to $3,252,000 or 41.1% of net sales
for the nine months ended September 30, 2002. The increase in cost of goods sold
is commensurate with the increase in sales. Gross margins declined slightly in
2003, down from 58.9% in 2002 to 56.3% in 2003 due to $60,000 included in both
sales and cost of sales for amounts billed to entities for which the Company
performed R&D services, which did not exist in the prior year. The gross margin
excluding the $60,000 billed in 2003 for R&D work is 56.9%. The cost of labor
and materials has remained relatively consistent and the Company continued its
efforts to control the costs to produce its product.
Operating expenses increased 20.3% to $4,723,000 in first nine months
of 2003 as compared to $3,927,000 in the same period in 2002. This increase of
$796,000 is attributable to increased research and development expense of
$224,000, with the addition of a scientist and two technicians, increased sales
and marketing expense of $360,000, with the hiring of a director of marketing
and an assistant as well as increased commission costs associated with increased
sales, and net increases in general and administrative expenses totaling
$212,000.
Research and development
Research and development ("R&D") expenses for the nine months ended
September 30, 2003 were $427,000 or 4.4% of net sales compared to $203,000 or
2.6% of net sales for the nine months ended September 30, 2002. The increase in
expense is primarily due to several new positions added to the R&D group in the
later part of 2002 and the first quarter of 2003 and consulting fees incurred in
relation to the development of HIV test components. These increases were offset
by savings related to certain licensing fees in 2002. Also offsetting expense in
2003 was $60,000 of funding received from entities for which the Company
performed R&D services. A research scientist, along with two laboratory
technicians were added in late 2002 and the first quarter of 2003 as part of
management's initiatives 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 a HIV test currently under development by an unrelated
party, and develop new uses of immunoassay lateral flow technology, specifically
in the areas of veterinary medicine and mycotoxin detection.
In June 2003, the Company announced it had received FDA 510(k)
clearance for its newly developed test for Propoxyphene and its Rapid Tec 3 and
Rapid Tec 4 tests. Management expects increases in R&D expenses as it explores
new markets and uses for its immunoassay technology.
Selling and marketing expense
Selling and marketing expense was $2,155,000 or 22.0% of net sales in
the first nine months of 2003, an increase of $360,000, from $1,795,000 or 22.7%
of net sales in the same nine months in 2002. This increase is primarily due to
additional commission expense in sales, the hiring of a director of marketing
and marketing assistant in early 2003, and increases in advertising, promotion
and travel. Increased spending in advertisement, promotion, sales literature and
trade show attendance has been offset by savings in sales expense resulting from
changes to the sales commission plan in mid-2002.
General and administrative expense
General and administrative (G&A) expense was $212,000 higher in the
first nine months of 2003 than the same period in 2002. Total G&A expense for
the nine months ended September 30, 2003 was $2,141,000 or 21.8% of net sales
compared to $1,929,000 or 24.4% of net sales in
10
the first nine months of 2002. Increases in personnel expense, directors fees,
insurance, accounting fees, licenses and permits, bad debts and office travel
offset by savings in legal fees, non-cash compensation and postage contributed
to the increase in G & A expense.
Results of operations for the three months ended September 30, 2003 as compared
to the three months ended September 30, 2002
Net sales were $3,979,000 for the three months ended September 30, 2003
as compared to $3,032,000 for the three months ended September 30, 2002,
representing an increase of $947,000 or 31.2%. Direct sales, telemarketing sales
and international sales combined to contribute approximately $3,464,000 or 87.1%
of the net sales for the quarter compared to $2,205,000 or 72.7% in the second
quarter of 2002. During the three months ended September 30, 2003, the Company
continued its extensive program to market and distribute its primary product
lines, the Rapid Drug Screen and Rapid One, in addition to its saliva based
test, the Oralstat, and its Rapid Tec series.
Cost of goods sold for the three months ended September 30, 2003 was
$1,694,000 or 42.6% of net sales as compared to $1,132,000 or 37.3% of net sales
for the three months ended September 30, 2002. The increase in cost of goods
sold is due primarily to the increase in sales. Gross margins declined slightly
but remained strong at 57.4% in the third quarter of 2003 compared to 62.7% in
same period in 2002. The cost of labor and materials has remained relatively
consistent and the Company continued its efforts to control the costs to produce
their product.
Operating expenses increased $288,000, or 19.7%, to $1,748,000 in the
three months ended September 30, 2003 as compared to $1,460,000 in the same
period in 2002. All areas of operational expense increased in the current
quarter when compared to prior years primarily attributable to increased
research and development expenditures with the addition of a scientist and two
technicians, increased marketing expense with the hiring of a director of
marketing and an assistant, increased sales commissions expense, and net
increases in many areas of general and administrative expenses including
services, utilities and insurance.
Research and development
Research and development ("R&D") expenses for the three months ended
September 30, 2003 were $88,000 or 2.2% of net sales compared to $34,000 or 1.1%
of net sales for the three months ended September 30, 2002. The increase in
expense is primarily due to several new positions added to the R&D group during
2002 and the first quarter of 2003. A research scientist, along with two
laboratory technicians were added in late 2002 and the first quarter of 2003.
These resources were added as part of management's initiatives 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 a HIV test currently under
development by an unaffiliated third party, coordinate with the organization
with whom we are developing our Rapid Reader, and develop new uses of
immunoassay lateral flow technology, specifically in the areas of veterinary
medicine and mycotoxin detection. Management expects increases in R&D expenses
as it continues to explore new markets and applications for its immunoassay
technology.
Selling and marketing expense
Selling and marketing expense was $841,000 or 21.1% of net sales in the
third quarter of 2003, an increase of $232,000, from $609,000 or 20.1% of net
sales in the same three months in 2002. This increase is primarily due to
increases in commission costs associated with the increase in sales in the
current year as compared to 2002 and the hiring of a director of marketing and
marketing assistant in early 2003. Increased spending in advertisement,
promotion, sales literature and trade show attendance has been offset by savings
in sales expense
11
resulting from changes to the sales commission plan in late 2002 and early 2003.
General and administrative expense
General and administrative expense was essentially flat in the third
quarter of 2003 than the same period in 2002. Total G&A expense in the second
quarter of 2003 was $819,000 or 20.6% of net sales compared to $817,000 or 26.9%
of net sales in the three months ended September 30, 2002.
LIQUIDITY AND CAPITAL RESOURCES AS OF SEPTEMBER 30, 2003
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, and expand manufacturing
capacity.. 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 $3,722,000 at September 30, 2003 as
compared to working capital of $2,586,000 at December 31, 2002. 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 provided by operating activities was $194,000 for the nine
months ended September 30, 2003 compared to net cash used in operating
activities of $8,000 for the nine months ended September 30, 2002. The net cash
provided by operating activities for the nine months ended September 30, 2003
was primarily due to net income associated with increased net sales, increases
in accounts payable and accrued expenses, and decreases in inventory offset by
an increase in accounts receivable.
Net cash used in investing activities was $50,000 for the nine months
ended September 30, 2003 compared to net cash used in investing activities of
$109,000 for the nine months ended September 30, 2002. The net cash provided by
investing activities in the first nine months of 2003 was comprised of proceeds
from the sale of approximately 85 acres of land at the Company's headquarters in
Kinderhook, NY totaling $150,000, offset by $200,000 for the purchase of
property, plant and equipment.
Net cash provided by financing activities was $34,000 for the nine
months ended September 30, 2003, consisting of proceeds from a Columbia Economic
Development Corporation
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"CEDC" convertible grant, the exercise of options, the sale of treasury stock
and borrowings on a line of credit totaling $209,000 offset by payments on debt,
capital lease and a line of credit totaling $175,000. The CEDC grant is
convertible to a loan payable to the CEDC should the number of employees at the
Company's Kinderhook, NY facility fall below an established minimum. The loan
would be based on a percentage of the total grant outstanding beginning with
100% if the number of employees drops below the established minimum at any time
before 2004. Beginning in 2004 the percentage that would be repayable to the
CEDC is reduced by 10% for each calendar year during which the number remains
above the established threshold (i.e., 90% in 2004, 80% in 2005, etc). The line
of credit is held by Hudson River Bank and Trust Company ("HRBT") 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 HRBT prime rate and the
Company is required to pay the principal down to $0 for a 30 consecutive day
period in each 12 months during which the line is available.
At September 30, 2003, the Company had cash and cash equivalents of
$409,000.
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, and establishing adequate inventory
levels to support expected sales.
DISCLOSURE CONTROLS AND PROCEDURES
As of September 30, 2003, 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 could significantly affect the internal controls of the
company subsequent to the date of evaluation.
13
PART II
OTHER INFORMATION
Item 1. Legal Proceedings:
None
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security-Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
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.
(b) Reports on Form 8-K
On July 1, 2003, the Company filed a Form 8-K related to the
resignation of Stan Cipkowski as an Executive Vice President of the
Company.
On September 23, 2003, the Company filed a Form 8-K related to
the resignation of Daniel Kollin from the Company's Board of
Directors.
14
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: November 13, 2003
15