FORM 10-Q

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

(Mark One)

ý  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2002

OR

o  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 000-30171

 

SANGAMO BIOSCIENCES, INC.

(exact name of small business issuer as specified in its charter)

 

 

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 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  ý   No  o

 

Indicate the number of shares outstanding of each of the issuer’s classes of the common stock, as of the latest practical date.

 

Common Stock, $.01 Par Value -24,611,648 - shares outstanding as of September 30, 2002.

 

 

INDEX

 

SANGAMO BIOSCIENCES, INC.

 

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets at September 30, 2002 and December 31, 2001
	Condensed Consolidated Statements of Operations for the Three and Nine months ended September 30,  2002 and 2001
	Condensed Consolidated Statements of Cash Flows for the Nine months ended September 30, 2002 and 2001
	Notes to Condensed Consolidated Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures about Market Risk
Item 4.	Controls and Procedures
PART II. OTHER INFORMATION
Item 2.	Changes in Securities and Use of Proceeds
Item 4.	Submission Of Matters To A Vote Of Security Holders
Item 6.	Exhibits and Reports on Form 8-K
SIGNATURES
CERTIFICATIONS

 

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and is subject to the safe harbors created by those sections  Statements that are forward-looking in nature should be read with caution because they involve risks and uncertainties, they are included, for example, in specific and general discussions about: our strategy; sufficiency of our cash resources; revenues from existing and new collaborations; product development; our research and development and other expenses; our operational and legal risks; and our plans, objectives, expectations and intentions, and any other statements that are not historical facts.  Words such as “expects”, “anticipates”, “targets”, “goals”, “projects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, and variations of such words and similar expressions are intended to identify such forward-looking statements.  Actual results may differ materially from those expressed or implied in those statements.  Factors that could cause these differences include, but are not limited to, those discussed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Sangamo undertakes no obligation to publicly release any revisions to forward-looking statements to reflect events or circumstances arising after the date of this report.  Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report.

 

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PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

SANGAMO BIOSCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

 

		September 30, 2002			December 31, 2001(1)
		(unaudited)
Assets
Current assets:
Cash and cash equivalents		$	15,348		$	7,644
Marketable securities		36,587			53,950
Interest receivable		557			966
Accounts receivable, net		724			763
Prepaid expenses		451			447
Total current assets		53,667			63,770
Property and equipment, net		2,027			2,799
Patents		—			3,120
Goodwill		—			15,250
Other assets		334			78
Total assets		$	56,028		$	85,017
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued liabilities		$	603		$	1,261
Accrued compensation and employee benefits		652			671
Equipment loan		—			285
Deferred revenue		211			451
Total current liabilities		1,466			2,668
Stockholders’ equity:
Common stock		127,005			127,161
Deferred stock compensation		(363		)	(2,125		)
Accumulated deficit		(72,158		)	(43,100		)
Accumulated other comprehensive income		78			413
Total stockholders’ equity		54,562			82,349
Total liabilities and stockholders’ equity		$	56,028		$	85,017

 

(1)   Amounts derived from Audited Statements dated December 31, 2001 filed as a part of Form 10-K.

 

See accompanying notes.

 

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SANGAMO BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

 

		Three months ended September 30,						Nine months ended September 30,
		2002			2001			2002			2001
Revenues:
Collaboration agreements		$	1,003		$	637		$	1,870		$	2,593
Research grants		9			102			9			128
Total revenues		1,012			739			1,879			2,721
Operating expenses:
Research and development (excludes $47 and $716 of stock based compensation expense for the three months ended September 30, 2002 and 2001, respectively, and $1,049 and $1,673 of stock based compensation expense for the nine months ended September 30, 2002 and 2001, respectively)		3,322			3,892			9,789			9,150
General and administrative (excludes $88 and $272 of stock based compensation expense for the three months ended September 30, 2002 and 2001, respectively, and $276 and $818 of stock based compensation expense for the nine months ended September 30, 2002 and 2001, respectively)		966			987			2,914			2,485
Restructuring charge		181			—			371			—
Stock based compensation expense		135			988			1,325			2,491
Goodwill impairment		15,250			—			15,250			—
Patent impairment		2,760			—			2,760			—
Acquired in-process technologies		—			13,062			—			13,062
Total operating expenses		22,614			18,929			32,409			27,188
Loss from operations		(21,602		)	(18,190		)	(30,530		)	(24,467		)
Interest income, net		295			783			1,105			2,584
Other income		367