Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
OR
[ ] 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: 000-25132
MYMETICS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 25-1741849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
150 CHESTNUT STREET
PROVIDENCE, RHODE ISLAND 02903
(Address of principal executive offices)
401-861-7604
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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
--- ---
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
---
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date:
Class Outstanding at July 29, 2003
----- ----------------------------
Common Stock, $0.01 50,944,505 (1)
par value
(1) This number assumes the conversion of 15,372 shares of Class B Exchangeable
Preferential Non-Voting Stock of our subsidiary, 6543 Luxembourg S.A., into
16,393,316 shares of our common stock.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS OF EUROS)
JUNE 30, 2003 DECEMBER 31, 2002
------------- -----------------
ASSETS
Current Assets
Cash e 81 e 183
Receivables 51 59
Prepaid expenses 19 36
----------- -------------
Total current assets 151 278
Patents and Other 166 199
----------- -------------
e 317 e 477
=========== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable e 414 e 452
Taxes and social costs payable 118 119
Note payable 2,865 1,989
Other 11 24
----------- -------------
Total current 3,408 2,584
liabilities
Payable to shareholders 242 242
Shareholders' Equity
Common stock 579 579
Paid-in capital 17,888 17,888
Deficit accumulated during the (22,153) (21,013)
development stage
Cumulative translation adjustment 353 197
----------- -------------
(3,333) (2,349)
----------- -------------
e 317 e 477
=========== =============
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)
FOR THE SIX FOR THE SIX TOTAL ACCUMULATED
MONTHS ENDED MONTHS ENDED DURING THE
JUNE 30, 2003 JUNE 30, 2002 DEVELOPMENT STAGE
------------- ------------- -----------------
Revenue
Sales e - e - e 224
Interest - 8 34
------------- -------------- ---------------
- 8 258
------------- -------------- ---------------
Expenses
Research and development 516 384 3,238
General and administrative 511 709 3,419
Bank fee - - 14,932
Interest 80 15 235
Goodwill impairment - - 209
Amortization 33 3 291
Other - 79 81
------------- -------------- ---------------
1,140 1,190 22,405
------------- -------------- ---------------
Loss before income tax provision (1,140) (1,182) (22,147)
Income tax provision - - 6
------------- -------------- ---------------
Net loss (1,140) (1,182) (22,153)
Other comprehensive income
Foreign currency translation
adjustment 156 (7) 353
------------- -------------- ---------------
Comprehensive loss e (984) e (1,189) e (21,800)
============= ============== ===============
Basic and diluted loss per share e (0.02) e (0.02) e (0.62)
============= ============== ===============
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)
FOR THE THREE FOR THE THREE TOTAL ACCUMULATED
MONTHS ENDED MONTHS ENDED DURING THE
JUNE 30, 2003 JUNE 30, 2002 DEVELOPMENT STAGE
------------- ------------- -----------------
Revenue
Sales e - e - e 224
Interest - 3 34
----------- ------------ --------------
- 3 258
----------- ------------ --------------
Expenses
Research and development 126 152 3,238
General and administrative 265 459 3,419
Bank fee - - 14,932
Interest 43 6 235
Goodwill impairment - - 209
Amortization 16 2 291
Other - 10 81
----------- ------------ --------------
450 629 22,405
----------- ------------ --------------
Loss before income tax provision (450) (626) (22,147)
Income tax provision - - 6
----------- ------------ --------------
Net loss (450) (626) (22,153)
Other comprehensive income
Foreign currency translation
adjustment 98 (24) 353
----------- ------------ --------------
Comprehensive loss e (352) e (650) e (21,800)
=========== ============ ==============
Basic and diluted loss per share e (0.01) e (0.01) e (0.62)
=========== ============ ==============
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS OF EUROS)
FOR THE SIX FOR THE SIX TOTAL ACCUMULATED
MONTHS ENDED MONTHS ENDED DURING THE
JUNE 30, 2003 JUNE 30, 2002 DEVELOPMENT STAGE
------------- ------------- -----------------
Cash flow from operating activities
Net Loss e (1,140) e (1,182) e (22,153)
Adjustments to reconcile net loss to
net cash used in operating activities
Amortization 33 3 291
Goodwill impairment - - 209
Fees paid in warrants - - 14,126
Fee paid in common stock - - 806
Changes in current assets and
liabilities, net of
effects from reverse purchase
Decrease(increase) in receivable 8 (39) (13)
Increase(decrease) in accounts payable (38) (63) 116
Increase(decrease) in taxes and (1) 30 118
social costs payable
Other 4 9 40
----------- ------------- -------------
(1,134) (1,242) (6,460)
----------- ------------- -------------
Cash flows from investing activities
Patents and other - (68) (337)
Short-term investments - 334 -
Cash acquired in reverse purchase - - 13
----------- ------------- -------------
- 266 (324)
----------- ------------- -------------
Cash flows from financing activities
Proceeds from issuance of common stock - 8 2,851
Borrowing from shareholders 242
Increase in note payable and other
short-term advances 876 209 3,549
Loan fees - - (130)
----------- ------------- -------------
876 217 6,512
----------- ------------- -------------
Effect on foreign exchange rate on cash 156 (7) 353
----------- ------------- -------------
Net change in cash (102) (766) 81
Cash, beginning of peiord 183 888 -
----------- ------------- -------------
Cash, end of period e 81 e 122 e 81
=========== ============= =============
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying interim period consolidated financial statements of Mymetics
Corporation (the "Company") set forth herein have been prepared by the Company
pursuant to the rules and regulations of the U.S. Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosure normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted pursuant to such SEC rules and regulations. The interim period
consolidated financial statements should be read together with the audited
financial statements and the accompanying notes included in the Company's latest
annual report on Form 10-K for the fiscal year ended December 31, 2002. The
accompanying financial statements of the Company are unaudited. However, in the
opinion of the Company, the unaudited consolidated financial statements
contained herein contain all adjustments necessary to present a fair statement
of the results of the interim periods presented. All adjustments made during the
three and six month periods ended March 31, 2003 and June 30, 2003,
respectively, were of a normal and recurring nature. The amounts presented for
the three and six month periods ended March 31, 2003 and June 30, 2003, are not
necessarily indicative of the results of operations for a full year.
NOTE 2. EARNINGS (LOSS) PER SHARE
In accordance with SFAS No. 128, Earnings Per Share, and SEC Staff Accounting
Bulletin (SAB) No. 98, basic net income (loss) per common share is computed by
dividing the net income (loss) for the period by the weighted average number of
common shares outstanding during the period. Under SFAS No. 128, diluted net
income (loss) per share is computed by dividing the net income (loss) for the
period by the weighted average number of common and common equivalent shares,
such as stock options and warrants, outstanding during the period.
The weighted average number of shares outstanding for the purposes of
calculating basic and diluted earnings per share for the three month periods
ended June 30, 2003 and June 30, 2002 were 50,944,505 and 49,271,962,
respectively. The weighted average number of shares outstanding for the purposes
of calculating basic and diluted earnings per share for the six month periods
ended June 30, 2003 and June 30, 2002 were 50,944,505 and 49,267,266,
respectively. The weighted average number of shares outstanding for the purpose
of calculating basic and diluted earnings per share for the development stage
period is 35,942,250. Common equivalent shares, such as stock options and
warrants, were excluded from the calculations of diluted earnings per share for
the three and six month periods ended June 30, 2003 and 2002 as their effect
would be antidilutive.
NOTE 3. STOCK-BASED COMPENSATION
The Company has a stock-based employee compensation plan. The Company accounts
for the plan under the recognition and measurement principles of APB Opinion No.
25. "Accounting for Stock Issued to Employees," and related interpretations. No
stock-based employee compensation cost is reflected in net income, as all
options granted under the plan had an exercise price equal to or greater than
the market value of the underlying common stock on the date of grant. The
following table illustrates the effect on net income and earnings per share if
the Company had applied the fair value recognition provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," to stock-based employee compensation.
For the six For the six
months ended months ended
June 30, June 30,
2003 2002
------ ------
Net Loss
As reported E (1,140) E (1,182)
Deduct: Total stock-based employee compensation
Expense determined under fair value based methods for
all awards, net of any related tax effects (26) -
------------ -----------
Pro forma E (1,166) E (1,182)
=========== ==========
Basic and Diluted Loss Per Share
As reported E (0.02) E (0.02)
Pro form E (0.02) E (0.02)
NOTE 4. REPORTING CURRENCY
Consistent with the location of its activities, beginning January 1, 1999, the
Company adopted the euro (E) as its corporate currency. Accordingly, the Company
prepared its 2003 and 2002 financial statements in euros.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
This report contains forward-looking statements that involve risks and
uncertainties. The statements contained in this report are not purely
historical, but are forward-looking statements within the meaning of Section 21E
of the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended. These forward looking statements concern
matters that involve risks and uncertainties that could cause actual results to
differ materially from those projected in the forward-looking statements. Words
such as "may," "will," "should," "could," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential," "continue" or similar words are
intended to identify forward looking statements, although not all forward
looking statements contain these words.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of the forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date hereof to conform such statements to actual results or to changes
in our expectations.
Readers are urged to carefully review and consider the various disclosures made
by us which attempt to advise interested parties of the factors which affect our
business, including without limitation disclosures made under the captions
"Management Discussion and Analysis of Financial Condition and Results of
Operations," "Risk Factors," "Consolidated Financial Statements" and "Notes to
Consolidated Financial Statements" included in our annual report on Form 10-K
for the year ended December 31, 2002 and, to the extent included therein, our
quarterly reports on Form 10-Q filed during fiscal year 2003.
OVERVIEW
In March 2001, we acquired substantially all of the shares of Mymetics S.A.
(formerly Hippocampe S.A.) as our primary operating business. Mymetics S.A. is a
biotechnology research and development company devoted to fundamental and
applied research in the areas of human and veterinary biology and medicine. The
Company's primary objective is to develop therapies to treat certain
retroviruses including human immunodeficiency virus, or HIV, the virus that
leads to acquired immunodeficiency syndrome, or AIDS. Additional applications of
our research include potential treatments and/or vaccines for animal AIDS, human
and animal oncoviral leukemias, multiple sclerosis and organ transplantation.
Since the acquisition of Mymetics S.A., our financial statements have been
prepared treating us as a development stage company. We currently do not make,
market or sell any products or services. As of June 30, 2003, we had not
performed any clinical testing and a commercially viable product is not expected
for several more years. As such, we have not generated any significant revenues.
Revenues reported by us consist of incidental serum by-products of our research
and development activities and interest income. For the purpose of our financial
reporting, the development stage started on May 2, 1990, which is the date that
Mymetics S.A. was originally organized in France.
As of June 30, 2003, we have an accumulated deficit of approximately E 22.2
million. Our losses have resulted primarily from research and development
activities, related general and administrative expenses and bank fees incurred
in connection with the acquisition of Mymetics S.A. To date, our principal
sources of funding have been private equity financings and bank financings. We
expect to continue to incur substantial operating losses for the foreseeable
future as we continue our research and development activities.
The following discussion and analysis of our results of operations and financial
condition for the six and three months ended June 30, 2003 should be read in
conjunction with our consolidated financial statements and related notes
included in this report on Form 10-Q.
SIX MONTHS ENDED JUNE 30, 2003 AND 2002
RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2003 COMPARED TO
SIX MONTHS ENDED JUNE 30, 2002
Revenues for the six months ended June 30, 2003 was nil compared to E8,000 for
the six months ended June 30, 2002.
Costs and expenses decreased to E1,140,000 for the six months ended June 30,
2003 from E1,190,000 for the six months ended June 30, 2002. Research and
development expenses increased to E516,000 in the current period from E384,000
in the comparative period of 2002 as a result of an increase in research
activities. General and administrative expenses decreased to E511,000 in the six
months ended June 30, 2003 from E709,000 in the comparative period of 2002 due
to decreases in staffing levels..
The Corporation reported a net loss of E1,140,000, or E0.02 per share, for the
six months ended June 30, 2003, compared to E1,182,000, or E0.02, for the six
months ended June 30, 2002.
THREE MONTHS ENDED JUNE 30, 2003 AND 2002
RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2003 COMPARED TO
THREE MONTHS ENDED JUNE 30, 2002
Revenue was nil for the three months ended June 30, 2003 and E3,000 for the
three months ended June 30, 2002.
Costs and expenses decreased to E450,000 for the three months ended June 30,
2003 from E629,000 for the three months ended June 30, 2002. Research and
development expenses decreased to E126,000 in the current period from E152,000
in the comparative period of 2002 due to decreases in staffing levels. General
and administrative expenses decreased to E265,000 in the three months ended June
30, 2003 from E459,000 in the comparative period of 2002 due to decreases in
staffing levels.
We reported a net loss of E450,000, or E0.01 per share, for the three months
ended June 30, 2003, compared to E626,000, or E0.01, for the three months ended
June 30, 2002.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2003, we had approximately E81,000 in cash compared to E183,000
at December 31, 2002.
Net cash used by operating activities was E1,134,000 for the six months ended
June 30, 2003, compared to E1,242,000 for the six months ended June 30, 2002. A
decrease in accounts payable used cash of E38,000 for the six months ended June
30, 2003 compared to E63,000 for the six months ended June 30, 2002.
Investing activities provided cash of nil for the six months ended June 30, 2003
compared to E266,000 for the same period last year. Short term investment
provided cash of nil for the six months ended June 30, 2003 compared to E334,000
for the six months ended June 30, 2002.
Financing activities provided cash of E876,000 for the six months ended June 30,
2003 compared to E217,000 in the same period last year. We have a non-revolving
term facility in the principal amount of up to E3.0 million, which matures on
December 31, 2003. Mymetics had borrowed an aggregate of E2.9 million pursuant
to this non-revolving term facility.
These financial statements have been prepared assuming we will continue as a
going concern. We have experienced significant losses since inception resulting
in a deficit in shareholders' equity of E3.3 million as of June 30, 2003, which
raises doubts about our ability to remain as a going concern. Deficits in
operating cash flows since inception have been financed through debt and equity
sources. In order to remain a going concern, we intend to seek additional
capital to continue our research and development, pre-clinical and clinical
studies and regulatory activities necessary to bring our potential products to
market and to establish production, marketing and sales capabilities. The timing
and amount of spending of such capital resources cannot be accurately predicted
and will depend on several factors, including the progress of our research and
development efforts and pre-clinical and clinical activities, competing
technological and market developments, the time and costs of obtaining
regulatory approvals, the time and costs involved in filing, prosecuting and
enforcing patent claims, the progress and cost of commercialization of products
currently under development, market acceptance and demand for our products and
other factors beyond our control. We will seek to raise the required capital
from lenders and/or equity or debt issuance and/or potential partnership with
major international pharmaceutical and biotechnology firms. However, there can
be no assurance that we will be able to raise additional capital on terms
satisfactory to us, or at all. In the event that we are not able to obtain such
additional capital, we would be required to restrict or even halt our
operations. If adequate funds are not available, we could be required to delay
development or commercialization of our products or technologies that we would
otherwise seek to commercialize for ourselves, or reduce the marketing, customer
support or other resources devoted to our products, any of which could have a
material adverse effect on our business, financial condition and result of
operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates which could affect
our financial condition and results of operations. We have not entered into
derivative contracts for our own account to hedge against such risk.
INTEREST RATE RISK
Fluctuations in interest rates may affect the fair value of financial
instruments sensitive to interest rates. An increase in interest rates may
decrease the fair value and a decrease in interest rates may increase the fair
value of such financial instruments. We have debt obligations which are
sensitive to interest rate fluctuations. The following tables provide
information about our exposure to interest rate fluctuations for the carrying
amount of such debt obligations as of June 30, 2003 and 2002 and expected cash
flows from these debt obligations:
AS AT JUNE 30, 2003
(IN THOUSANDS)
EXPECTED FUTURE CASH FLOW
YEAR ENDING DECEMBER 31,
CARRYING FAIR ---------------------------------------------------
VALUE VALUE 2003 2004 2005 2006 2007 THEREAFTER
----- ----- ---- ---- ---- ---- ---- ----------
- ----------------------------------------------------------------------------------------------------------------
Debt obligations E2,865 E2,865 E2,865 E - E - E - E - E -
- ----------------------------------------------------------------------------------------------------------------
AS AT JUNE 30, 2002
(IN THOUSANDS)
EXPECTED FUTURE CASH FLOW
YEAR ENDING DECEMBER 31,
CARRYING FAIR ---------------------------------------------------
VALUE VALUE 2002 2003 2004 2005 2006 THEREAFTER
----- ----- ---- ---- ---- ---- ---- ----------
- ----------------------------------------------------------------------------------------------------------------
Debt obligations E437 E437 E437 E - E - E - E - E -
- ----------------------------------------------------------------------------------------------------------------
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Within 90 days prior to the
filing date of this report, our principal executive officer and principal
financial officer, carried out an evaluation of the effectiveness and design of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-14(c) and 15d-14(c)) and have concluded that, based on such evaluation, our
disclosure controls and procedures were adequate and effective to ensure that
material information relating to us, including our consolidated subsidiaries,
was made known to them by others within those entities, particularly during the
period in which this Quarterly Report on Form 10-Q was being prepared.
Changes in Internal Controls. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, nor were there any significant
deficiencies or material weaknesses in our internal controls. Accordingly, no
corrective actions were required or undertaken.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On April 21, 2003 our former Vice President of Development, Joseph D. Mosca,
filed a claim against us in the Circuit Court of Maryland for Howard County. Mr.
Mosca claims that we breached the employment agreement between him and us and
that we violated the Maryland wage payment and collection law by not paying him
all the amounts he is owed. He is demanding $375,000 in damages as a result of
such claims. On May 22, 2003, this case was moved to the U.S. District Court in
Maryland. The litigation is proceeding, but the parties are also entertaining
settlement discussions.
In late June 2003, Dr. Pierre-Francois Serres, our former chief scientific
officer and a current member of our board, filed a claim against our subsidiary,
Mymetics, S.A., claiming he is entitled to benefits arising out of his
termination from employment. We intend to defend the claim on, among other
things, the grounds that Dr. Serres entered into an employment contract with,
and was employed by, Mymetics Corporation and not Mymetics, S.A. Accordingly,
Dr. Serres has no claim against Mymetics S.A.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On May 1, 2003, we granted one of the members of our scientific advisory board,
Prabhavathi B. Fernandes, Ph.D., stock options to purchase 150,000 shares of our
common stock at an exercise price of U.S. $0.12 per share.
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
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.1 Agreement dated May 20, 2003 between Prabhavathi B.
Fernandes, Ph.D., and Mymetics Corporation
10.2 Director and Non-Employee Stock Option Agreement dated
May 1, 2003, between Mymetics Corporation and
Prabhavathi B. Fernandes
31.1 Section 302 Certification of Chief Executive Officer
31.2 Section 302 Certification of Chief Financial Officer
32 Section 906 Certification of Chief Executive Officer
and Chief Financial Officer
(b) REPORTS ON FORM 8-K
On May 8, 2003 we filed a report on Form 8-K disclosing that we terminated the
employment of Dr. Pierre-Francois Serres, our former chief scientific officer,
effective as of May 5, 2003. No financial statements were filed in connection
with this report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: July 27, 2003 MYMETICS CORPORATION
By: /s/ Michael K. Allio
---------------------------------
Interim Chief Executive Officer