-----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, QAU0+YqgYHN71dFKWSwC+H+0wigEg4KhDYZxSikKhuZqJ05CcO/2b+8U6xAqPsq+ wJGmG/VZO8Mw/Q7Vm7rFuA== 0000950116-02-000002.txt : 20020413 0000950116-02-000002.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950116-02-000002 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BIO MEDICA CORP CENTRAL INDEX KEY: 0000896747 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 141702188 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-50230 FILM NUMBER: 2500491 BUSINESS ADDRESS: STREET 1: 122 SMITH ROAD CITY: KINDERHOOK STATE: NY ZIP: 12106 BUSINESS PHONE: 8002271243 MAIL ADDRESS: STREET 1: 122 SMITH ROAD CITY: KINDERHOOK STATE: NY ZIP: 12106 424B3 1 four24b3.txt 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-50230 Prospectus Supplement No. 5 Dated December 17, 2001 (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. Quarterly Report. A copy of our Quarterly Report on Form 10-QSB for the period ended October 31, 2001 is attached hereto. The date of this Prospectus Supplement is January 2, 2002. 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 October 31, 2001. [ ] 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 ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) New York 14-1702188 ------------------------------------------------------------------- (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: 20,609,548 Common Shares as of December 14, 2001 Transitional Small Business Disclosure Format: Yes [ ] No [X] PART I FINANCIAL INFORMATION American Bio Medica Corporation Balance Sheets
October 31, April 30, 2001 2001 (Unaudited) ------------ ------------ Assets Current assets: Cash and cash equivalents $ 836,000 $ 265,000 Accounts receivable, net 910,000 1,010,000 Inventory 1,884,000 1,444,000 Other receivables 192,000 270,000 Prepaid expenses and other current assets 101,000 41,000 ------------ ------------ Total current assets 3,923,000 3,030,000 Property, plant and equipment, net 478,000 348,000 Restricted cash 105,000 146,000 Other receivables 80,000 Other assets 37,000 36,000 ------------ ------------ $ 4,543,000 $ 3,640,000 ============ ============ Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 645,000 $ 1,453,000 Accrued expenses 695,000 928,000 Current portion of capital lease obligations 13,000 25,000 ------------ ------------ Total current liabilities 1,353,000 2,406,000 Long term portion of capital lease obligations 18,000 21,000 ------------ ------------ Total liabilities 1,371,000 2,427,000 ------------ ------------ 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; 20,609,548 and 17,995,548 shares issued and outstanding at October 31, 2001 and April 30, 2001 207,000 180,000 Additional paid-in capital 17,747,000 15,052,000 Unearned compensation (20,000) (19,000) Subscription receivable (5,000) (5,000) Due from officer/director/shareholder (collateralized by 1,000,000 shares of the Company's common stock) (463,000) (472,000) Accumulated deficit (14,294,000) (13,523,000) ------------ ------------ 3,172,000 1,213,000 ------------ ------------ $ 4,543,000 $ 3,640,000 ============ ============
See accompanying notes to financial statements American Bio Medica Corporation Statements of Operations (Unaudited)
For The Six Months Ended October 31, -------------------------------- 2001 2000 ------------ ------------ Net sales $ 3,179,000 $ 4,176,000 Cost of goods sold 1,155,000 1,436,000 ------------ ------------ Gross profit 2,024,000 2,740,000 ------------ ------------ Operating expenses: Selling, general and administrative (including non-cash compensation of $320,000 in 2001 and $364,000 in 2000) 2,856,000 3,288,000 Depreciation 60,000 61,000 Research and development 165,000 318,000 ------------ ------------ 3,081,000 3,667,000 ------------ ------------ Operating loss (1,057,000) (927,000) ------------ ------------ Other income (expense): Loss on disposition of assets (4,000) Interest income 36,000 64,000 Interest expense (6,000) (4,000) ------------ ------------ 26,000 60,000 ------------ ------------ Loss before extraordinary item (1,031,000) (867,000) Extraordinary item 259,000 ------------ ------------ Net loss attributable to common shareholders $ (772,000) $ (867,000) ============ ============ Basic and diluted earnings per common share Net loss per common share before extraordinary item $ (0.05) $ (0.05) Extraordinary item 0.01 ------------ ------------ Net Loss $ (0.04) $ (0.05) ============ ============ Weighted average shares outstanding - basic and diluted 18,948,972 18,045,548 ============ ============
American Bio Medica Corporation Statement of Comprehensive Loss
Net loss $ (772,000) $ (867,000) Other comprehensive loss: Unrealized loss on investments (15,000) ------------ ------------ Comprehensive loss $ (772,000) $ (882,000) ============ ============
See accompanying notes to financial statements American Bio Medica Corporation Statements of Operations (Unaudited)
For The Three Months Ended October 31, -------------------------------- 2001 2000 ------------ ------------ Net sales $ 1,629,000 $ 2,021,000 Cost of goods sold 693,000 694,000 ------------ ------------ Gross profit 936,000 1,327,000 ------------ ------------ Operating expenses: Selling, general and administrative (including non-cash compensation of $197,000 in 2001 and $182,000 in 2000) 1,684,000 1,715,000 Depreciation 31,000 32,000 Research and development 64,000 199,000 ------------ ------------ 1,779,000 1,946,000 ------------ ------------ Operating loss (843,000) (619,000) ------------ ------------ Other income (expense): Interest income 27,000 27,000 Interest expense (2,000) (2,000) ------------ ------------ 25,000 25,000 ------------ ------------ Loss before extraordinary item (818,000) (594,000) Extraordinary item 259,000 ------------ ------------ Net loss attributable to common shareholders $ (559,000) $ (594,000) ============ ============ Basic and diluted earnings per common share Net loss per common share before extraordinary item $ (0.04) $ (0.05) Extraordinary item 0.01 ------------ ------------ Net Loss $ (0.03) $ (0.05) ============ ============ Weighted average shares outstanding - basic and diluted 19,902,396 18,045,548 ============ ============
American Bio Medica Corporation Statement of Comprehensive Loss
Net loss $ (559,000) $ (594,000) Other comprehensive loss: Unrealized loss on investments (28,000) ------------ ------------ Comprehensive loss $ (559,000) $ (622,000) ============ ============
See accompanying notes to financial statements American Bio Medica Corporation Statements of Cash Flows (Unaudited)
For The Six Months Ended October 31, -------------------------------- 2001 2000 ------------ ------------ Cash flows from operating activities: Net loss $ (772,000) $ (867,000) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation 60,000 61,000 Provision for bad debts (16,000) (11,000) Stock based compensation 320,000 364,000 Accrued interest (27,000) (27,000) Accounts receivable non cash adjustment for research & development 134,000 Changes in: Accounts receivable (and notes receivable in 2000) 116,000 (447,000) Other receivables 158,000 Inventory (440,000) (57,000) Prepaid expenses and other current assets (60,000) (31,000) Restricted cash 41,000 (4,000) Other assets 11,000 Accounts payable (808,000) 295,000 Accrued expenses (128,000) 22,000 ------------ ------------ Net cash used in operating activities (1,556,000) (557,000) ------------ ------------ Cash flows from investing activities: Purchase of property, plant and equipment (190,000) (40,000) Loan to BioSys, Inc. (100,000) Loan to officer/director/stockholder (120,000) ------------ ------------ Net cash used in investing activities (190,000) (260,000) ------------ ------------ Cash flows from financing activities: Settlement of registration rights agreement (125,000) Net proceeds from private equity financing 2,331,000 Capital lease payments (14,000) (6,000) ------------ ------------ Net cash provided by (used in) financing activities 2,317,000 (131,000) ------------ ------------ Net increase (decrease) in cash and cash equivalents 571,000 (948,000) Cash and cash equivalents - beginning of period 265,000 1,207,000 ------------ ------------ Cash and cash equivalents - end of period $ 836,000 $ 259,000 ============ ============ Supplemental disclosures of cash flow information Cash paid during year for: Interest $ 9,000 $ 3,000 Non-cash activities: Non-employee options granted fully vested $ 220,000 Conversion of BioSys, Inc. loan to equity investment in BioSys, Inc. $ 380,000 Stock issued in connection with private equity financing $ 156,000
See accompanying notes to financial statements Notes to financial statements (unaudited) October 31, 2001 Note A - Basis of Reporting The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items), which are considered necessary for a fair presentation of the financial position of American Bio Medica Corporation (the "Company" or "ABMC") at October 31, 2001, and the results of its operations, and cash flows for the six-month and three-month periods then ended. The results of operations for the six-month and three-month periods ended October 31, 2001 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 April 30, 2001 included in the Company's Form 10-KSB. During the year ended April 30, 2001, the Company sustained a net loss of $1,880,000 and had net cash outflows from operating activities of $920,000. During the six months ended October 31, 2001, the Company sustained a net loss of $772,000, including an extraordinary item of $259,000 resulting from a settlement for outstanding amounts owed to the Company's legal counsel in their patent litigation, and had net cash used in operating activities of $1,556,000. The Company continued to take steps to improve its financial prospects including penetrating the direct sales market, acquiring the technology and resources necessary to enter the forensic market for testing for abuse of Oxycodone, exploring the potential of a "CLUB-DRUG" panel that could be a useful tool against the latest drugs of choice including Rohypnol, Ecstasy, Ketamine, Ritalin, GHB and Methamphetamine, entering into an agreement to market a saliva based drug of abuse test and other measures to enhance profit margins. In addition, on August 22, 2001, the Company raised gross proceeds of $2,549,000, with net proceeds of $2,331,000 after placement, legal, transfer agent and accounting fees, in a private placement consisting of 2,549,000 units. Each unit was comprised of one share of the Company's common stock at a price of $1.00 per unit together with a warrant to purchase 0.5 shares of the Company's common stock at a price equal to the closing price of the common shares on the Nasdaq SmallCap Market on the date immediately preceding the closing of the private placement, or $1.05 per share. The proceeds from this financing will be used for working capital and general corporate purposes. NEW ACCOUNTING STANDARDS On June 29, 2001, Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," was approved by the Financial Accounting Standards Board (FASB). SFAS No. 141 requires the purchase method of accounting to be used for all business combinations initiated after June 30, 2001. We do not expect the adoption of this Standard to have a material effect on our financial condition, results of operations or cash flows. On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" was approved by the FASB. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Amortization of goodwill, including goodwill recorded in past business combinations, will cease upon adoption of this statement. We plan to adopt SFAS No. 142 effective July 1, 2001. We do not expect the adoption of this Standard to have a material effect on our financial condition, results of operations or cash flows. In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. We do not expect the adoption of this Standard to have a material effect on our financial condition, results of operations or cash flows. In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, and the accounting and reporting provisions of APB No. 30. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. We do not expect the adoption of this Standard to have a material effect on our financial condition, results of operations or cash flows. Note B - Loss Per Common Share Basic loss per share before extraordinary items is calculated by dividing the net loss before extraordinary items by the weighted average number of outstanding common shares during the period. No effect has been given to potential issuances of common stock including outstanding options and warrants in the diluted computation, as their effect would be antidilutive. Note C - Litigation In June 1999, Richard Davidson filed a lawsuit against the Company in New York. Davidson claims that two placement memoranda dated September 15, 1992 and February 5, 1993, obligates the Company to issue him 1,155,601 ABMC common shares. He claims he is entitled to the common shares in consideration of brokering the acquisitions subject to the Share Exchange Agreement with Dr. Robert Friedenberg (Friedenberg also filed suit against the Company and the case was dismissed in September 1999). In addition, Davidson is claiming a finder's fee of 5% of the funds raised by the September 1992 private placement. He alleges that a sum of $1 million was raised. He also claims he is entitled to a consulting fee of $24,000. Management denies the claims and is vigorously contesting the suit. A trial date was set for November 2000; however, the Company filed a motion for summary judgment against Davidson and Davidson cross-moved for summary judgment. In July 2001, the Company's motion for summary judgment was denied. In August 2001 the Company filed a Notice of Appeal related to the court's denial of the Company's motion for summary judgment. The court is currently considering Davidson's cross-motion for summary judgment, which the Company opposed in September 2001. Management believes based on consultation with counsel, that it has substantial and compelling defenses to Davidson's claims and there is a reasonable chance that the Company would prevail if the matter were to go to trial. In June 1995 the Company filed a lawsuit against Jackson Morris, the lawyer engaged to draft and advise the Company on the Share Exchange Agreement with Dr. Robert Friedenberg. Morris, who had been recommended to the Company by Dr. Friedenberg and whose fees were paid by the Company, is alleged to have breached his fiduciary duty to the Company in several ways, including by later advising Friedenberg, individually, on how to rescind the Share Exchange Agreement as well as testifying for Friedenberg over the Company's objections and in violation of his obligations to the Company. Morris is also charged with negligence in drafting the Share Exchange Agreement. The Company's lawsuit demands damages in the amount of $1,000,000. Morris has counterclaimed as a party to the Share Exchange Agreement and seeks common shares. The basis of all of Mr. Morris' claims stem from the Friedenberg claim. On July 27, 2001, the Company settled the lawsuit against Mr. Morris. The Company has issued 115,000 shares of the Company's common stock to Mr. Morris as settlement of all outstanding claims. Note D - Reclassifications Certain items have been restated to conform to the current presentation. Note E - Other matters On December 6, 2001, the Company successfully completed its purchase of its corporate headquarters and manufacturing facility in Kinderhook, N.Y. The building and 107 acres of land were purchased for $950,000. 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 SIX MONTHS ENDED OCTOBER 31, 2001 AND 2000 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 operations; (c) regulatory, competitive and contractual risks; (d) product development risks; (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; and (f) pending litigation. (see Note C - Litigation in the notes to the financials statements included in Part I of this report). NEW ACCOUNTING STANDARDS On June 29, 2001, Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," was approved by the Financial Accounting Standards Board (FASB). SFAS No. 141 requires the purchase method of accounting to be used for all business combinations initiated after June 30, 2001. We do not expect the adoption of this Standard to have a material effect on our financial condition, results of operations or cash flows. On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets" was approved by the FASB. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Amortization of goodwill, including goodwill recorded in past business combinations, will cease upon adoption of this statement. We plan to adopt SFAS No. 142 effective July 1, 2001. We do not expect the adoption of this Standard to have a material effect on our financial condition, results of operations or cash flows. In August 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. We do not expect the adoption of this Standard to have a material effect on our financial condition, results of operations or cash flows. In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of, and the accounting and reporting provisions of APB No. 30. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and is effective for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years. We do not expect the adoption of this Standard to have a material effect on our financial condition, results of operations or cash flows. Results of operations for the six months ended October 31, 2001 as compared to the six months ended October 31, 2000 Net sales were $3,179,000 for the six months ended October 31, 2001 as compared to $4,176,000 for the six months ended October 31, 2000, representing a decrease of $997,000 or 23.9%. Distributor departures following the internal sales restructuring impacted sales for the second quarter. During the six months ended October 31, 2001, the Company continued its extensive program to market and distribute its primary product, the Rapid Drug Screen(R). The Company has undertaken an aggressive program aimed at rebuilding relationships with the Company's key distributors and has restructured the Company's sales group to refocus on ABMC's core business, the sale of the Rapid Drug Screen test kit. Management believes sales from drug test kits together with the recent agreement to market a saliva based test will begin to grow steadily as a result of this restructuring coupled with a refocus on the core business. Cost of goods sold for the six months ended October 31, 2001 was $1,155,000 or 36.3% of net sales as compared to $1,436,000 or 34.4% of net sales for the six months ended October 31, 2000. This increase resulted from a change in the composition of sales to more government entities resulting in a lower average sales price. While revenues decreased 23.9% in the six months ended October 31, 2001, selling, general and administrative costs also decreased $432,000 or 13.1% to $2,856,000 compared to $3,288,000 for the six months ended October 31, 2000. The following table sets forth the percentage relationship of selling, general and administrative costs to net sales for the six months ended October 31, 2001 and October 31, 2000:
Six months Six months Ended Ended October 31, Percent October 31, Percent 2001 Sales 2000 Sales ----------- ------- ----------- ------- Sales salaries and commissions $ 587,000 18.4% $ 449,000 10.8% Sales travel 116,000 3.6% 176,000 4.2% Consulting and other selling expenses 148,000 4.7% 207,000 5.0% Marketing and promotion 140,000 4.4% 363,000 8.7% Investor relations costs 147,000 4.6% 221,000 5.3% Non cash compensation 320,000 10.1% 364,000 8.7% Legal fees 115,000 3.6% 652,000 15.6% Accounting fees 200,000 6.3% 138,000 3.3% Office salaries 452,000 14.2% 384,000 9.2% Payroll taxes and insurance 137,000 4.3% 93,000 2.2% Telephone 64,000 2.0% 75,000 1.8% Insurance 24,000 0.8% 23,000 0.5% Bad debt expense 53,000 1.7% Other administrative costs 353,000 11.1% 143,000 3.4% ----------- ----------- Total selling, general and administrative costs $ 2,856,000 89.8% $ 3,288,000 78.7% =========== ===========
Management believes that the amount of selling, general and administrative costs may increase as the Company creates the necessary infrastructure to achieve the Company's worldwide drug test marketing and sales goals, continues its aggressive penetration of the direct sales market and leverages new product initiatives underway to develop and market a "club drug" panel and a saliva based test. However, steps have been taken to control the rate of increase of these costs to be more consistent with the expected sales growth rate of the Company. The Company recorded a non-cash compensation charge of $320,000 or 10.1% of net sales in the six months ended October 31, 2001 associated with the grants of options to purchase common shares as compensation for consulting and professional services, and severance related expenses. Non-cash compensation charges of $364,000 were incurred in the six months ended October 31, 2000 for financial advisory services. Legal fees for the six months ended October 31, 2001 were $115,000 or 3.6% of net sales, a decrease of $537,000, compared to legal fees of $652,000 or 15.6% of net sales for the six months ended October 31, 2000. This decrease in legal fees was primarily due to the settlement of patent litigation in the fourth quarter of the 2001 fiscal year and the resulting decline in legal consultation. As a result of an internal restructuring of its marketing department, and marketing consulting fees, marketing and promotion costs decreased $223,000 to $140,000 or 4.4% of net sales for the six months ended October 31, 2001, compared to $363,000 or 8.7% of net sales for the six months ended October 31, 2000. Office salaries for the six months ended October 31, 2001 were $452,000 or 14.2% of net sales, an increase of $68,000, compared to office salaries of $384,000 or 9.2% of net sales for the six months ended October 31, 2000. This increase was primarily due to an increase in staff in quality assurance, as well as the appointment of the chief executive officer in the third quarter of the 2001 fiscal year. Accounting fees for the six months ended October 31, 2001 were $200,000 or 6.3% of net sales, an increase of $62,000, compared to accounting fees of $138,000 or 3.3% of net sales for the six months ended October 31, 2000. This increase was primarily due to the Company's year end audit and reporting for fiscal year 2001, review of private equity financing documents and registration, transition to newly appointed independent auditors, and review of numerous other regulatory filings in the six months ended October 31, 2001 that did not occur in the six months ended October 31, 2000. Sales salaries and commissions for the six months ended October 31, 2001 were $587,000 or 18.4% of net sales, compared to sales salaries and commissions of $449,000 or 10.8% of net sales for the six months ended October 31, 2000. This increase is due to the restructuring of the sales and marketing groups and the addition of the direct sales force. Consulting and other selling expenses decreased $59,000 to $148,000 for the six months ended October 31, 2001 compared to $207,000 for the six months ended October 31, 2000. This decrease was primarily due to the restructuring of the sales and marketing groups and less reliance on consultants. Other administrative costs increased $210,000 to $353,000 for the six months ended October 31, 2001 compared to $143,000 for the six months ended October 31, 2000, primarily due to inventory disposals of $137,000, relocation expense, director and officer insurance, rental increases for both the Bridgeport and Kinderhook facilities and reserves established for product returns. Depreciation expense was down slightly to $60,000 or 1.9% of net sales in 2001 compared to $61,000 or 1.5% of net sales in 2000. Research and development expenses for the six months ended October 31, 2001 were $165,000 compared to $318,000 for the six months ended October 31, 2000. This decrease was primarily due to reduced spending on universal product research and development relating to a joint project with Abbott Laboratories in the first and second quarters of fiscal 2001 and reduced consulting fees previously incurred to supplement the Company's successful implementation of certain quality standards in the manufacturing of the Rapid Drug Screen product during fiscal 2000. The Company recognized an extraordinary item in the six months ended October 31, 2001 resulting from a favorable settlement with its former legal counsel. The Company successfully reduced the amounts payable to its patent infringement legal counsel at April 30, 2001, and satisfied its settlement in August 2001. Net loss attributable to common shareholders decreased to $772,000 for the six months ended October 31, 2001 compared to $867,000 for the six months ended October 31, 2000. Results of operations for the three months ended October 31, 2001 as compared to the three months ended October 31, 2000 Net sales were $1,629,000 for the three months ended October 31, 2001 as compared to $2,021,000 for the three months ended October 31, 2000, representing a decrease of $392,000 or 19.4%. Distributor departures following the internal sales restructuring impacted sales for the second quarter. During the three months ended October 31, 2001, the Company continued its extensive program to market and distribute its primary product, the Rapid Drug Screen. The Company has undertaken an aggressive program aimed at rebuilding relationships with the Company's key distributors and has restructured the Company's sales group to refocus on ABMC's core business, the sale of the Rapid Drug Screen test kit. Management believes sales from drug test kits together with the recent agreement to market a saliva based test will begin to grow steadily as a result of this restructuring coupled with a refocus on the core business. Cost of goods sold for the three months ended October 31, 2001 was $693,000 or 42.5% of net sales as compared to $694,000 or 34.3% of net sales for the three months ended October 31, 2000. This increase resulted from a change in the composition of sales to more government entities resulting in a lower average sales price. While revenues decreased 19.4% in the three months ended October 31, 2001, selling, general and administrative costs decreased $31,000 or 1.8% to $1,684,000 compared to $1,715,000 for the three months ended October 31, 2000. The following table sets forth the percentage relationship of selling, general and administrative costs to net sales for the three months ended October 31, 2001 and October 31, 2000:
Three months Three months Ended Ended October 31, Percent October 31, Percent 2001 Sales 2000 Sales ----------- ------- ----------- ------- Sales salaries and commissions $ 296,000 18.2% $ 263,000 13.0% Sales travel 56,000 3.4% 77,000 3.8% Consulting and other selling expenses 108,000 6.6% 85,000 4.2% Marketing and promotion 96,000 5.9% 222,000 11.0% Investor relations costs 91,000 5.6% 126,000 6.2% Non cash compensation 197,000 12.1% 182,000 9.0% Legal fees 72,000 4.4% 329,000 16.3% Accounting fees 91,000 5.6% 57,000 2.8% Office salaries 249,000 15.3% 208,000 10.3% Payroll taxes and insurance 73,000 4.5% 45,000 2.3% Telephone 35,000 2.1% 37,000 1.8% Insurance 14,000 0.9% 10,000 0.5% Bad debt expense 52,000 3.2% (9,000) (0.4)% Other administrative costs 254,000 15.5% 83,000 4.1% ----------- ----------- Total selling, general and administrative costs $ 1,684,000 103.3% $ 1,715,000 84.9% =========== ===========
Management believes that the amount of selling, general and administrative costs may increase as the Company creates the necessary infrastructure to achieve the Company's worldwide drug test marketing and sales goals, continues it's aggressive penetration of the direct sales market, and leverages new product initiatives underway to develop and market a "club drug" panel and a saliva based test. However, steps have been taken to rationalize and control the rate of increase of these costs to be more consistent with the expected sales growth rate of the Company. The Company amortized a non-cash compensation charge of $197,000 or 12.1% of net sales in the three months ended October 31, 2001 associated with the grants of options to purchase common shares as compensation for consulting and professional services, and severance related expenses. Non-cash compensation charges of $182,000 were incurred in the three months ended October 31, 2000 for financial advisory services. The Company incurred legal fees of $72,000 or 4.4% of net sales for the three months ended October 31, 2001 compared to legal fees of $329,000 or 16.3% of net sales for the three months ended October 31, 2000. This decrease in legal fees was primarily due to the settlement of patent litigation in the fourth quarter of the 2001 fiscal year and the resulting decline in legal consultation. As a result of an internal restructuring of its marketing department, and marketing consulting fees, marketing and promotion costs decreased $126,000 to $96,000 or 5.9% of net sales for the three months ended October 31, 2001, compared to $222,000 or 11.0% of net sales for the three months ended October 31, 2000. Office salaries for the three months ended October 31, 2001 were $249,000 or 15.3% of net sales, an increase of $41,000, compared to office salaries of $208,000 or 10.3% of net sales for the three months ended October 31, 2000. This increase was primarily due to increase in staff in quality assurance, as well as the appointment of the chief executive officer in the third quarter of the 2001 fiscal year. Accounting fees for the three months ended October 31, 2001 were $91,000 or 5.6% of net sales, an increase of $34,000, compared to accounting fees of $57,000 or 2.8% of net sales for the three months ended October 31, 2000. This increase was primarily due to the Company's year end audit and reporting for fiscal year 2001, review of private equity financing documents and registration, transition to newly appointed independent auditors, and review of numerous other regulatory filings in the three months ended October 31, 2001 that did not occur in the three months ended October 31, 2000. Sales salaries and commissions for the three months ended October 31, 2001 were $296,000 or 18.2% of net sales, compared to sales salaries and commissions of $263,000 or 13.0% of net sales for the three months ended October 31, 2000. This increase is due to the restructuring of the sales and marketing groups and the addition of the direct sales force. Consulting and other selling expenses increased $23,000 to $108,000 for the three months ended October 31, 2001 compared to $85,000 for the three months ended October 31, 2000. This increase was primarily due to attendance at numerous trade shows during the second quarter, specifically the American Probation and Parole Association (APPA). Other administrative costs increased $171,000 to $254,000 for the three months ended October 31, 2001 compared to $83,000 for the three months ended October 31, 2000, primarily due to inventory disposals of $12,000, relocation expense, director and officer insurance increase of $8,000, rental increases for both the Bridgeport and Kinderhook facilities aggregating $30,000, increased travel expense of $30,000, and reserves established for product returns. Depreciation expense was down slightly to $31,000 or 1.9% from $32,000 or 1.6% of net sales for the three months ended October 31, 2001 and 2000 respectively. Research and development expenses for the three months ended October 31, 2001 were $64,000 compared to $199,000 for the three months ended October 31, 2000. This decrease was primarily due to reduced spending on universal product research and development relating to a joint project with Abbott Laboratories in the first and second quarters of fiscal 2001 and reduced consulting fees previously incurred to supplement the Company's successful implementation of certain quality standards in the manufacturing of the Rapid Drug Screen product during fiscal 2000. The Company recognized an extraordinary item in the three months ended October 31, 2001 resulting from a favorable settlement with its former legal counsel. The Company successfully reduced the amounts payable to its patent infringement legal counsel at year end April 30, 2001, and satisfied it's settlement in August 2001. Net loss attributable to common shareholders decreased to $559,000 for the three months ended October 31, 2001 compared to $594,000 for the three months ended October 31, 2000. LIQUIDITY AND CAPITAL RESOURCES AS OF OCTOBER 31, 2001 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 inventory buildup in response to sales forecasts. The Company expects to devote substantial capital resources to continue its product development, expand manufacturing capacity and continue research and development activities. 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, including the recently completed financings are sufficient to fund operations through April 30, 2002. 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 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. The Company has working capital of $2,570,000 at October 31, 2001 as compared to working capital of $624,000 at April 30, 2001. The Company has historically satisfied its net working capital requirements 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. The Company anticipates that all future earnings, if any, will be retained for use in the Company's business and it does not anticipate paying any cash dividends. On August 22, 2001, the Company raised gross proceeds of $2,549,000, with net proceeds of $2,331,000 after placement, legal, transfer agent and accounting fees, in a private placement consisting of 2,549,000 units. Each unit was comprised of one share of the Company's common stock at a price of $1.00 per unit together with a warrant to purchase 0.5 shares of the Company's common stock at a price equal to the closing price of the common shares on the Nasdaq SmallCap Market on the date immediately preceding the closing of the private placement, or $1.05 per share. The most significant use of funds from this offering was a settlement payment to the Company's attorneys that had been retained to represent them in patent litigation. Net cash used in operating activities was $1,556,000 for the six months ended October 31, 2001 compared to net cash used in operating activities of $557,000 for the six months ended October 31, 2000. The net cash used in operating activities for the six months ended October 31, 2001 was primarily due to a net loss attributable to shareholders of $772,000, a decrease in accounts payable of $808,000, a decrease of accrued expenses of $128,000, an increase in inventory of $440,000 and an increase in prepaid expenses of $60,000. These changes were partially offset by stock based compensation of $320,000, a decrease in other receivables of $158,000 and a decrease in net accounts receivable of $116,000. The net cash used in operating activities in the six months ended October 31, 2000 was primarily due to the net loss of $867,000 and an increase in accounts receivable of $447,000, partially offset by an increase in accounts payable of $295,000, an increase in accrued expenses of $22,000 and stock based compensation of $364,000. Net cash used in investing activities was $190,000 for the six months ended October 31, 2001 compared to net cash used in investing activities of $260,000 for the six months ended October 31, 2000. The net cash used in investing activities for the six months ended October 31, 2001 was for the purchase of property, plant and equipment. The net cash used in investing activities in the six months ended October 31, 2000 was primarily due to $100,000 loan to BioSys, Inc., a $120,000 loan to a officer/director/shareholder and the purchase of property, plant & equipment of $40,000. Net cash provided by financing activities was $2,317,000 for the six months ended October 31, 2001, consisting of proceeds from a private equity financing net of expenses for legal, transfer agent and accounting fees, and offset by capital lease payments of $14,000. The net cash used in financing activities for six months ended October 31, 2000 was primarily due to the settlement of registration rights agreement of $125,000. At October 31, 2001 and 2000, the Company had cash and cash equivalents of $836,000 and $259,000, respectively. The Company's primary short-term capital and working capital needs are to increase its manufacturing and production capabilities, establish adequate inventory levels to support expected sales, continue to support its research and development programs, open new distribution opportunities and focus sales efforts on high potential sectors of the drugs of abuse testing market. 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 On August 22, 2001, in a private placement exempt from registration under Rule 506 and Section 4(2) of the Securities Act of 1933, as amended, a group of accredited investors acquired 2,549,000 common shares for a purchase price of $1.00 per share and 1,274,500 warrants to purchase one common share at an exercise price of $1.05 per share, exercisable during a 54 month period beginning February 22, 2002. The Company raised gross proceeds of $2,549,000, with net proceeds of $2,331,000 after placement, legal, transfer agent and accounting fees. The placement agent, Brean Murray & Co., Inc, and its sub-agents, received 203,920 warrants to purchase one common share at an exercise price of $1.20 per share, exercisable during a 54 month period beginning on February 22, 2002. Item 3. Defaults upon Senior Securities None. 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 held at The Holiday Inn Hotel on October 2, 2001. PROPOSAL 1 - ELECTION OF DIRECTORS Total shares voted: 16,847,261 Outstanding shares: 17,995,548 Percent of shares voted: 93.6% Director For Pct. Withheld Pct. -------- --- ---- -------- ---- Stan Cipkowski 16,416,886 97.4 430,375 2.6 Edmund Jaskiewicz 16,630,416 98.7 216,845 1.3 Robert Aromando 16,116,317 95.7 730,944 4.3 Gerald Moore 16,682,616 99.0 164,645 1.0 Denis O'Donnell 16,682,016 99.0 165,245 1.0 PROPOSAL 2 - 2001 NONSTATUTORY STOCK OPTION PLAN For: 9,088,894 Percent: 53.9 Against: 508,730 Percent: 3.0 Abstain: 90,584 Percent: 0.5 Broker Non-Vote 7,159,053 Percent: 42.5 PROPOSAL 3 - AMENDMENT TO INCREASE NUMBER OF AUTHORIZED SHARES For: 16,111,462 Percent: 95.6 Against: 650,586 Percent: 3.9 Abstain: 85,213 Percent: 0.5 Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 99.1-Settlement Agreement with Jackson L. Morris dated July 27, 2001. (b) Reports on Form 8-K (1) On October 5, 2001, the Company filed a Form 8-K related to changes to executive officers & its board of directors, the shareholders' ratification of the proposal to increase the Company's authorized capital stock from 30,000,000 common shares to 50,000,000 common shares and the change in the Company's fiscal year end from April 30 to December 31. (2) On October 9, 2001, the Company filed a Form 8-K related to a change in the Company's independent accountants. (3) On October 12, 2001, the Company filed a Form 8-K related to the completion of an equity financing and the effects of the funds raised on the Company's financial condition. [4] On December 12, 2001, the Company filed a Form 8-K related to the purchase of its facility in Kinderhook, New York. 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: December 17, 2001 EX-99 3 ex99.txt EXHIBIT 99 Exhibit 99.1 SETTLEMENT AGREEMENT WHEREAS, the parties hereto have each made claims against the other in the Circuit Court for Prince George's County, Maryland, American Bio Medica v. Jackson L. Morris, bearing case number CAL 95-06754 and the parties hereto are the sole parties named in that suit; and WHEREAS, each party, in consideration of the terms of this Agreement, desires and intends to dismiss with prejudice each and every claim made by that party against the other, it is this _______ day of _________________, 2001. Agreed as Follows: 1. American Bio Medica Corporation (ABMC) shall cause to have issued to Jackson Morris a total of 115,000 shares of the common stock of ABMC no later than October 1, 2001. Said stock shall be registered by ABMC according to the requirements of the Securities Act of 1933. 2. If, upon receipt of said shares, Jackson Morris (or any transferee of rights to said shares) determines to sell the same, no sale shall fail to comply with the following terms: (a) In the calendar year 2001, no more than 30,000 of said shares be sold, and no sale shall be for more than 10,000 shares within any thirty (30) day period; (b) in the calendar year 2002, no more than fifty percent of the remaining shares may be sold but no sale in any three month period shall exceed twenty-five percent of the remainder of the unsold shares, and (c) in the calendar year 2003, there are no time or number restrictions on the sale of the remaining unsold shares. 3. This is the entire agreement of the parties, there are no other agreements between the parties and this agreement supercedes any and all other duties and responsibilities between them. 4. Upon execution of this agreement, the parties shall notify the Prince George's County Circuit Court and file a line of dismissal with prejudice of all claims in case number CAL 95-06754. 5. This agreement constitutes a full and complete release to and from each party hereto from any claims made and which could have been made, in case number CAL 95-06754 and release all said claims, made or unmade, against unnamed parties, including the stockholders, directors, officers, employees and agents of ABMC. 6. This Agreement and the obligations and commitments incurred hereunder shall survive the dismissal of claims with prejudice contemplated by this Agreement. The parties consent to jurisdiction in the Circuit Court of Prince George's County, Maryland for purposes of enforcement of this Agreement or any disputes arising under or relating to this Agreement. 7. This Agreement shall be construed pursuant to the laws of the State of Maryland without reference to its conflict of laws provisions. 8. This Agreement may be executed in two counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile signatures are as effective as original signatures. 9. This Agreement is for purposes of settlement and does not constitute any admission of liability by any party. 10. This Agreement is the result of bilateral negotiations between the parties and shall be construed without regard to the party or parties responsible for its preparation. In resolving any ambiguity or uncertainty existing herein, the parties agree that no consideration or weight shall be given to the identity of the party drafting this Agreement. Jackson Morris /s/ Jackson L. Morris --------------------------- 3116 West North A Street Tampa, FL 33609-1544 American Bio Medica Corporation By: /s/ Robert L. Aromando, Jr. --------------------------- President 122 Smith Road Kinderhook, NY 12106 -----END PRIVACY-ENHANCED MESSAGE-----