-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oi5dDEyGYvJSg2iWvNao83nhsLFoQjnEFeJRWwK8B/TnJzCwukpFhFGZ1CA2sbqA T5J1I2SGjpVSwD40Ib3sUQ== 0000896747-98-000002.txt : 19980317 0000896747-98-000002.hdr.sgml : 19980317 ACCESSION NUMBER: 0000896747-98-000002 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980131 FILED AS OF DATE: 19980313 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BIO MEDICA CORP CENTRAL INDEX KEY: 0000896747 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-28666 FILM NUMBER: 98565792 BUSINESS ADDRESS: STREET 1: 102 SIMMONS RD CITY: ANCRAMDALE STATE: NY ZIP: 12503 BUSINESS PHONE: 5183294485 MAIL ADDRESS: STREET 1: 102 SIMONS ROAD CITY: ANCRAMDALE STATE: NY ZIP: 12503 10QSB 1 QUARTERLY REPORT U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-QSB [x] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended January 31, 1998. [ ] Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934. For the transition period from to Commission File Number: 0-28666 AMERICAN BIO MEDICA CORPORATION ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) New York 22-3378935 ------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification No.) 102 Simons Road, Ancramdale, New York 12503 ------------------------------------------- (Address of principal executive offices) 800-227-1243 --------------------------- (Issuer's telephone number) (Not Applicable) ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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: 13,921,846 Common Shares as of January 31, 1998 60 Convertible "B" Preferred Shares as of January 31, 1998 45.4 Convertible "C" Preferred Shares as of January 31, 1998 Transitional Small Business Disclosure Format Yes [ ] No [X] PART I FINANCIAL INFORMATION Item 1. Financial Statements The condensed financial statements for the period ended January 31, 1998 included herein have been prepared by American Bio Medica Corporation, (the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission"). In the opinion of management, the statements include all adjustments necessary to present fairly the financial position of the Company as of January 31, 1998, and the results of operations and cash flows for the nine month periods ended January 31, 1997 and 1998. 2 AMERICAN BIO MEDICA CORPORATION BALANCE SHEET April 30, January 31, 1997 1998 (Unaudited) ------------- ------------- Assets Current assets Cash and cash equivalents $ 1,762,506 $ 303,939 Marketable securities, available for sale 1,053,000 1,899,609 Accounts receivable 337,759 1,132,918 Loan receivable 102,250 142,000 Inventory 668,723 936,858 Prepaid expenses 4,425 13,819 ------------- ------------- Current assets 3,928,663 4,429,143 Fixed assets-net 110,834 137,409 Other assets License rights 38,470 Patent costs 28,783 39,077 ------------- ------------- Total other asset 67,253 39,077 ------------- ------------- Total assets $ 4,106,750 $ 4,605,629 ============= ============= Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued expenses $ 380,155 $ 142,449 ------------- ------------- Total current liabilities 380,155 142,449 Capital stock Common stock -authorized 30,000,000 common shares, par value $.01 per share, at April 30, 1997 and January 31, 1998 the common shares outstanding were 13,379,507 and 13,921,846 respectively. 133,795 139,218 Preferred stock -authorized 5,000,000 preferred shares, par value $.01 per share, at April 30, 1997 and January 31, 1998 the number of preferred shares outstanding was 90 and 105.5 respectively 1 2 Additional paid in capital 6,499,791 7,858,882 Retained earnings (2,906,992) (3,534,922) ------------ ------------- Total stockholders' equity 3,726,595 4,463,180 ------------ ------------- Total liabilities and stockholders' equity $ 4,106,750 $ 4,605,629 ============ ============= See accompanying notes to financial statements. 3 AMERICAN BIO MEDICA CORPORATION STATEMENT OF OPERATIONS For the nine For the nine months ended months ended January 31, January 31, 1997 1998 (Unaudited) (Unaudited) ------------ ------------ Revenue $ 430,501 $ 1,773,948 Less cost of goods sold 150,421 675,361 ------------ ------------ Gross profit 280,080 1,098,587 Operations: General and administrative 583,569 1,676,196 Depreciation and amortization 72,490 73,346 Research and development 74,978 96,766 ------------ ------------ Total expenses 731,037 1,846,308 Income (loss) from operations (450,957) (747,721) Other income and expenses Retirement of debt 126,500 Interest income 3,595 119,791 ------------ ------------ Total other income and expenses 130,095 119,791 ------------ ------------ Net Profit (Loss) from operations $ (320,862) $ (627,930) ============ ============ Net income (loss) per share $(.02) ($.05) ============ ============ Weighted number of shares outstanding 13,718,265 13,737,781 ============ ============ See accompanying notes to financial statements. 4 AMERICAN BIO MEDICA CORPORATION STATEMENT OF OPERATIONS For the three For the three months ended months ended January 31, January 31, 1997 1998 (Unaudited) (Unaudited) ------------ ------------ Revenue $ 381,914 $ 500,224 Less cost of goods sold 124,643 174,023 ------------ ------------ Gross profit 257,271 326,201 Operations: General and administrative 247,456 934,720 Depreciation and amortization 49,490 24,673 Research and development 8,228 47,614 ------------ ------------ Total expenses 305,174 1,007,007 Income (loss) from operations ( 47,903) (680,806) Other income and expenses Interest income 2,259 15,892 ------------ ------------ Total other income and expenses 2,259 15,892 ------------ ------------ Net Profit (Loss) from operations $ ( 45,644) $ (664,914) ============ ============ Net income (loss) per share $(.00) $(.05) ============ ============ Weighted number of shares outstanding 13,718,265 13,737,781 ============ ============ 5 AMERICAN BIO MEDICA CORPORATION STATEMENT OF CASH FLOWS For the nine For the nine months ended months ended January 31, January 31, 1997 1998 (Unaudited) (Unaudited) ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net profit (loss) $ (320,862) $ (627,930) Retirement of debt (126,500) Amortization and depreciation 72,490 73,346 Adjustments to reconcile net income to net Accounts receivable (301,342) (795,159) Prepaid expenses (4,425) ( 9,395) Inventory (247,726) (268,135) Loan receivable (100,000) ( 39,750) Accounts payable and accrued expenses 149,289 (237,705) ------------ ------------ TOTAL CASH FLOWS FROM OPERATIONS (879,076) (1,904,728) CASH FLOW FROM FINANCING ACTIVITIES Convertible debenture (132,000) Sale of common shares 3,983,436 1,364,515 ------------ ------------ TOTAL CASH FLOWS FROM FINANCING ACTIVITIES 3,851,436 1,364,515 CASH FLOWS FROM INVESTING ACTIVITIES Marketable securities (1,021,867) (846,609) Patent costs ( 2,725) ( 22,652) Capital assets (82,734) ( 49,093) ------------ ------------ TOTAL CASH FLOWS FROM INVESTING ACTIVITIES (1,107,326) (918,354) NET INCREASE (DECREASE) IN CASH 1,865,034 (1,458,567) CASH BALANCE BEGINNING OF PERIOD 437,532 1,762,506 ------------ ------------ CASH BALANCE END OF PERIOD $ 2,302,566 $ 303,939 ============ ============= See accompanying notes to financial statements. 6 AMERICAN BIO MEDICA CORPORATION STATEMENT OF STOCKHOLDERS' EQUITY
Additional Common Common Preferred Preferred Paid-in Retained Stock Stock Stock Stock capital Earnings Total ---------- --------- --------- --------- 04-30-1996 11,977,357 $ 119,774 $ 2,636,127 $(2,401,671) $ 354,230 06-04-1996 11,333 113 8,387 8,500 06-04-1996 25,000 250 24,750 25,000 07-31-1996(1) 176,000 1,760 130,240 132,000 07-31-1996(1) 13,333 133 9,867 10,000 07-31-1996(2) 100,000 1,000 49,000 50,000 07-31-1996(3) 32,000 320 31,680 32,000 07-31-1996(4) 100,000 1,000 99,000 100,000 09-09-1996(3) 18,000 180 17,820 18,000 09-23-1996(5) $ 1 1,409,999 1,410,000 01-31-1997(6) 697,445 6,975 2,085,211 2,092,186 04-30-1997(7) 229,039 2,290 (2,290) 0 04-30-1997 Net loss (505,321) (505,321) ---------- --------- ------- - - ----------- --------- ----------- 04-30-1997 13,379,507 $ 133,795 $ 1 $6,499,791 $(2,906,992) $3,726,595 Unaudited 07-31-1997(7) 301,120 3,011 (3,011) 10-31-1997 (1) (1) 1 0 10-31-1997(6) 10,000 100 29,900 30,000 10-31-1997(7) 102,914 1,029 (1,029) 0 10-31-1997(8) 105.5 2 949,598 949,600 01-31-1998(6) 128,305 1,283 383,632 384,915 01-31-1997 Net loss (627,930) (627,930) ---------- --------- ------ ------- ----------- - ------------ ----------- 01-31-1998 13,921,846 $ 139,218 105.5 $ 2 $ 7,858,882 $(3,534,922) $4,463,180 ========== ========= ======= ======= ========== ============ ===========
7 AMERICAN BIO MEDICA CORPORATION STATEMENT OF STOCKHOLDERS' EQUITY (1) Common Shares issued for conversion of debt (2) Common Shares issued pursuant to Rule 504 at $.50 per share (3) Common Shares issued upon exercise of "B" Warrants (4) Common Shares issued upon exercise of "A" Warrants (5) Sale of Preferred Shares for $1,500,000 less commissions of $90,000 (6) Common Shares issued upon exercise of options (7) Conversion of Preferred Shares into Common Shares (8) Sale of 60 Convertible B Preferred Shares and 45.5 Convertible C Preferred Shares 8 AMERICAN BIO MEDICA CORPORATION NOTES TO FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JANUARY 31, 1998 1. BASIS OF PRESENTATION The accompanying unaudited financial statements of American Bio Medica Corporation, (the "Company"), reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results of the interim periods presented. All such adjustments are of a normal recurring nature. The financial statements should be read in conjunction with the notes to financial statements contained in the Company's Annual Report on Form 10-KSB for the year ended April 30, 1997. 2. INVENTORIES. Inventory has been recorded at the lower of cost or market under the first-in-first-out method. Inventory components were as follows: April 30, 1997 January 31, 1998 -------------- ---------------- Books held for resale $ 43,528 $ 13,517 Workplace drug screening tests: Raw materials 292,456 365,682 Work in process 183,500 205,115 Finished Goods 149,239 352,544 ---------- ---------- Total workplace drug screening tests: $ 625,195 $ 923,341 ---------- ---------- Total inventory $ 668,723 $ 936,858 ========== ========== 3. NET INCOME PER SHARE Primary earnings per share are based on the weighted average number of common and dilutive common equivalent shares outstanding during each quarter. The weighted average shares for computing primary earnings per share were 13,718,265 and 13,737,781 for the quarters ended January 31, 1997 and 1998, respectively 4. ACCOUNTING FOR INCOME TAXES The Company follows Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes," which requires an asset and liability approach of accounting for income taxes. Deferred tax assets and liabilities are computed annually for differences between financial statement basis and tax basis of assets, liabilities and available general business tax credit carry-forwards. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. 9 5. MARKETABLE SECURITIES The Company adopted Financial Accounting Standards Board ("FASB") Statement No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (the "Statement") which requires that investments in equity securities that have readily determinable fair values and investments in debt securities be classified in three categories: held-to-maturity, trading and available- for-sale. Based on the nature of the assets held by the Company and management's investment strategy, the Company's investments have been classified as available-for-sale. Management determines the appropriate classification of debt securities at the time of purchase and reevaluates such designation as of each balance sheet date. Securities classified as available-for-sale are carried at estimated fair value, as determined by quoted market prices, with unrealized gains and losses, net of tax, reported in a separate component of stockholders' equity. At January 31, 1998, the Company had no investments that were classified as trading or held-to-maturity as defined by the Statement. The following is a summary of cash, cash equivalents and available-for-sale securities by balance sheet classification at April 30, 1997: Estimated Gross Gross Fair Unrealized Unrealized Market Cost Gains Losses Value --------- ------------- ----------- ----------- Cash $ 99,039 $-0- $-0- $ 99,039 Certificates of deposit 90 days and less 1,663,467 -0- -0- 1,663,467 ----------- ------------- ----------- ----------- Total cash and cash equivalents $ 1,762,506 $-0- $-0- $ 1,762,506 =========== ============= =========== =========== Marketable Securities Due in one year or less Certificates of Deposit $ 1,053,000 $-0- $-0- $ 1,053,000 =========== ============= =========== =========== 10 The following is a summary of cash, cash equivalents and available-for-sale securities by balance sheet classification at January 31, 1998: Estimated Gross Gross Fair Unrealized Unrealized Market Cost Gains Losses Value --------- ------------- ----------- ----------- Cash $ 303,939 $-0- $-0- $ 303,939 Certificates of deposit 90 days and less -0- -0- -0- -0- ----------- -------------- ----------- ----------- Total cash and cash equivalents $ 303,939 $-0- $-0- $ 303,939 =========== =============== =========== =========== Marketable Securities Due in one year or less Certificates of Deposit $ 1,899,609 $-0- $-0- $ 1,899,609 =========== =============== =========== =========== 6. Issuance of Capital Stock a. Issuance of Common Shares The Company sold 138,305 Common Shares through the exercise of 138,305 options for an aggregate consideration of $414,915 or $3.00 per share. b. Series B Convertible Preferred Shares In September, 1997, the Company sold 60 8% Series B Convertible Preferred Shares, ("B Preferred Shares") at $10,000 each for an aggregate of $600,000 less an 8% commission of $48,000 for net proceeds of $552,000. Each B Preferred Share (plus accumulated but unpaid dividends) is convertible into common shares calculated by dividing $10,000 by the lesser of $3.50 or 75% of the average closing price of the Common Shares for the 20 trading days preceding conversion. Neither the Preferred Shares nor the Common Shares into which they may be converted may be sold or transferred in public markets without an effective registration under the Securities Act of 1933. During the period the B Preferred Shares are outstanding, no dividend shall be paid or set apart for payment on the Common Shares or any other class of shares ranking junior to the B Preferred Shares in either payment of dividends or liquidation unless full dividends on all outstanding B Preferred Shares have been paid in full for all past dividend periods and the dividends for the current period have been paid or declared and sufficient funds set apart. The Company has agreed to register the Common Shares underlying the B Preferred Shares. 11 c. Series C Convertible Preferred Shares During the month of September, 1997 the Company sold 45.5 8% Series C Convertible Preferred Shares ("C Preferred Shares") for an aggregate of $455,000 less a 10% commission of $45,500 for net proceeds of $409,500. Each C Preferred Share (plus accumulated dividends) is convertible into Common Shares calculated by dividing $10,000 by the lesser of $3.50 or 75% of the average closing price of the Common Shares for the 20 trading days preceding conversion. Neither the C Preferred Shares nor the Common Shares into which they may be converted may be sold or transferred in public markets without an effective registration under the Securities Act of 1933. The Company has agreed to register the Common Shares underlying the C Preferred Shares. 7. Subsequent Events The registration statement relating to the Common Shares underlying the B and C Preferred Shares has become effective. 12 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 ended January 31, 1997 and 1998 ----------------------------------------------------- The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that except for the description of historical facts contained herein, this Form 10-QSB contains certain forward looking statements that involve risks and uncertainties as detailed herein and from time to time in the Company's filings with the Securities and Exchange Commission and elsewhere. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. These factors include, among others: (a) the Company's fluctuations in sales and operating results, risks associated with international operations and regulatory, competitive and contractual risks and product development; (b) the ability to achieve strategic initiatives, including but not limited to the ability to achieve sales growth across the business segments through a combination of increased pricing, enhanced sales force, new products, and improved customer service; and acquisitions. Results of operations for the nine months ended January 31, 1998 as compared to the nine months ended January 31, 1997. - -------------------------------------------------------------------------------- Revenues from the book segment of the business were $410,254 for the nine months ended January 31, 1998 as compared to $237,538 for the nine months ended January 31, 1997, representing an increase of $172,716 or 72.7%. This increase in book sales is directly attributable to the Company's reorganization of its telemarketing activities and a bulk inventory purchase. Costs of goods sold for the nine months ended January 31, 1998, were $102,642 as compared to $87,820 for the nine months ended January 31, 1997 representing a cost of goods sold percentage of 25.0% of sales for the nine months ended January 31, 1998 as compared to 37.0% of sales for the nine months ended January 31, 1997. 13 Revenues from the sales of drug testing kits were $1,363,916 for the nine months ended January 31, 1998 as compared to $ 192,963 for the nine months ended January 31, 1997, representing an increase of $1,170,953 or 707%. This increase in sales of drug testing kits is directly attributable to the implementation and positive response to the Company's marketing program. Cost of goods sold for the nine months ended January 31, 1998 was $572,719 or 42.0% of sales as compared to a cost of goods sold of $62,601 or 32.4% of sales. The increase in the percentage of cost of goods sold is attributable to additional overhead. General and administrative costs for the nine months ended January 31, 1998 were $1,676,176 or 99.9% of sales as compared to $583,569 or 135% of sales for the nine months ended January 31, 1997, representing an increase of $1,092,627. These increased costs are the result of hiring additional employees in sales, marketing, accounting and executive positions. For the nine months ended January 31, 1998, personnel costs were $491,512, legal and professional expenses, $143,712, office expense, $241,297, marketing expense, $502,255, product development, $75,606, rent, $21,437 and bad debt expense of $200,377. Research and development expense was $96,766 for the nine months ended January 31, 1998 compared to $74,978 during the nine months ended January 31, 1997. This increase in research and development is the result of the development of three additional drug tests during the quarter. Results of operations for the three months ended January 31, 1998 as compared to the three months ended January 31, 1997. - -------------------------------------------------------------------------------- Revenues from the book segment of the business were $144,906 for the three months ended January 31, 1998 as compared to $220,415 for the three months ended January 31, 1997, representing an decrease of $75,509 or 34.3%. This decrease in book sales is directly attributable to the Company's delayed delivery of a bulk inventory purchase. Costs of goods sold for the three months ended January 31, 1998, were $36,171 as compared to $82,255 for the three months ended January 31, 1997 representing a cost of goods sold percentage of 25.0% of sales for the three months ended January 31, 1998 as compared to 37.3% of sales for the three months ended January 31, 1997. Revenues from the sales of drug testing kits were $355,540 for the three months ended January 31, 1998 as compared to $161,498 for the three months ended January 31, 1997, representing an increase of $194,042 or 120.1%. This increase in sales of drug testing kits is directly attributable to the implementation and positive response to the Company's marketing program. Cost of goods sold for the three months ended January 31, 1998 was $137,852 or 38.8% of sales as compared to a cost of goods sold of $40,288 or 24.9% of sales. The increase in the percentage of cost of goods sold is attributable to additional overhead. 14 General and administrative costs for the three months ended January 31, 1998 were $934,720 or 186.8% of sales as compared to $247,456 or 64.8% of sales for the three months ended January 31, 1997, representing an increase of $734,878. These increased costs are the result of hiring additional employees in sales, marketing, accounting and executive positions. For the three months ended January 31, 1998, personnel costs were $138,298, legal and professional expenses, $24,248, office expense, $143,140, marketing expense, $368,863, product development, $48,536, rent, $11,258 and bad debt expense of $200,377. Research and development expense was $47,614 for the three months ended January 31, 1998 compared to $8,228 during the three months ended January 31, 1997. This increase in research and development is the result of the development of three additional drug tests during the quarter. Liquidity and capital resources as of the end of the nine months ended January 31, 1998. - -------------------------------------------------------------------------------- The Company's cash balance was $303,939 and working capital was $4,286,694 as at January 31, 1998. The Company completed a series of private placements generating additional cash aggregating $1,055,000 before payment of $ 93,500 in commissions and issuing 138,305 Common Shares through the exercise of options for an aggregate consideration of $414,915. Cash generated from financing activities was utilized for the purchase of machinery and equipment for $49,093, additional patent costs of $22,652 and an increase in the investment in marketable securities of $846,609 and an increase in accounts receivable of $795,159. The Company's primary short-term needs for capital, which are subject to change, are for expansion of its manufacturing capacity, an increase in inventory levels to fill larger anticipated orders and an increase in associated accounts receivables. As of January 31, 1998, two customers account for 44.2% of the Company's accounts receivable and no one customer accounted for more than 10% of drug test kit sales during the quarter. Management believes that the present cash balance will pay the immediate ongoing cost of the biomedical business but the Company may seek additional funding sources for continued research and development into new products. The Company is in full scale commercial production of its drug testing kits. Income tax: As of January 31, 1998, the Company had a tax loss carry-forward of $3,534,922. The Company's ability to utilize its tax credit carry-forward in future years will be subject to an annual limitation pursuant to the "Change in Ownership Rules" under Section 382 of the Internal Revenue Code of 1986, as amended. However, any annual limitation is not expected to have a material adverse effect on the Company's ability to utilize its tax credit carry-forwards. The Company currently plans to expend approximately $2.0 million for the expansion and development of its manufacturing, marketing and general administrative capabilities in connection with the fulfillment of its marketing program and the anticipated launch of the Company's new products currently under development. Additionally, the Company will utilize cash generated from operating activities to meet its capital requirements. 15 The Company expects its capital requirements to increase over the next several years as it commences new research and development efforts, undertakes new product development, increases sales and administration infrastructure and embarks on increasing development efforts related to in-house manufacturing capabilities and facilities. The Company's future liquidity and capital funding requirements will depend on numerous factors, including the extent to which the Company's products under development are successfully developed and gain market acceptance, the timing of regulatory actions regarding the Company's potential products, the costs and timing of expansion of sales, marketing and manufacturing activities, facilities expansion needs, procurement and enforcement of patents important to the Company's business, results of clinical investigations and competition. The Company believes that its available cash and cash from operations will be sufficient to satisfy its funding needs for at least the next 24 months. Thereafter, if cash generated from operations is insufficient to satisfy the Company's working capital and capital expenditure requirements, the Company may be required to sell additional equity or debt securities or obtain additional credit facilities. There can be no assurance that such financing, if required, will be available on satisfactory terms, if at all. 16 PART II OTHER INFORMATION Item 1. Legal Proceedings. No legal proceedings were brought, are pending or are threatened during the quarter. The Company, however, is awaiting a judicial determination of the entitlement to common shares by the estate of Robert Friedenberg, a former stockholder of two companies the purchase of which the Company rescinded. A jury has determined in favor of the Company on two of three fraud claims against the estate and has awarded the Company $300,000 in damages. The judge is bound by the jury verdict. In June, 1995, the Company filed a lawsuit against Jackson Morris, Esq. for breach of the attorney-client relationship and of his fiduciary duty to the Company for subsequently providing legal services to Dr. Friedenberg in his dispute with the Company. The Company's lawsuit demands damages in the amount of $1,000,000. Mr. Morris has counterclaimed for common shares. The court has set a trial date of September 14, 1998. 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. 17 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN BIO MEDICA CORPORATION (Registrant) By: /s/Stan Cipkowski ------------------ Stan Cipkowski, President and Principal Executive Officer By: /s/John F. Murray -------------------- John F. Murray, Treasurer and Principal Financial Officer Dated: March 9, 1998 18 EX-27 2 FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from financial statements for the six month period ended January 31, 1998 and is qualified in its entirety by reference to such financial statements. 9-MOS APR-30-1997 JAN-31-1998 303,939 1,899,609 1,132,918 0 936,858 4,429,143 180,783 (43,374) 4,605,629 142,449 0 0 2 139,218 4,605,243 4,323,962 1,773,948 1,773,948 675,361 1,098,587 0 0 0 (747,721) 0 (747,721) 0 0 0 (627,930) (0.05) (0.05)
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