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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 March 31, 2003

 

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)

 

Delaware

 

68-0359556

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

501 Canal Blvd, Suite A100
Richmond, California 94804

(Address of principal executive offices)

 

(510) 970-6000

(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 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o  No  ý

 

As of March 31, 2003, 24,751,213 shares of the issuer’s common stock, par value $0.01 per share, were outstanding.

 

 



 

INDEX

 

SANGAMO BIOSCIENCES, INC.

 

PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements (Unaudited)

 

 

 

Condensed Consolidated Balance Sheets at March 31, 2003 and December 31, 2002

 

 

 

Condensed Consolidated Statements of Operations for the Three months ended March 31, 2003 and 2002

 

 

 

Condensed Consolidated Statements of Cash Flows for the Three months ended March 31, 2003 and 2002

 

 

 

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.

 

2



 

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

 

SANGAMO BIOSCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

 

 

 

March 31,
2003

 

December 31,
2002(1)

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

12,587

 

$

17,639

 

Marketable securities

 

36,474

 

34,504

 

Interest receivable

 

460

 

432

 

Accounts receivable, net

 

904

 

1,098

 

Prepaid expenses

 

382

 

423

 

Total current assets

 

50,807

 

54,096

 

Property and equipment, net

 

1,591

 

1,793

 

Other assets

 

322

 

338

 

Total assets

 

$

52,720

 

$

56,227

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

494

 

$

937

 

Accrued compensation and employee benefits

 

436

 

669

 

Deferred revenue

 

349

 

375

 

Total current liabilities

 

1,279

 

1,981

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding at March 31, 2003 and December 31, 2002

 

 

 

Common stock, $0.01 par value; 80,000,000 shares authorized, 24,751,213 and 24,740,713 shares issued and outstanding at March 31, 2003 and December 31, 2002, respectively

 

127,245

 

127,234

 

Deferred stock compensation

 

(132

)

(231

)

Accumulated deficit

 

(75,759

)

(72,864

)

Accumulated other comprehensive income

 

87

 

107

 

Total stockholders’ equity

 

51,441

 

54,246

 

Total liabilities and stockholders’ equity

 

$

52,720

 

$

56,227

 

 


(1)          Amounts derived from Audited Statements dated December 31, 2002 filed as a part of Form 10-K.

 

See accompanying notes.

 

3



 

SANGAMO BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)
(Unaudited)

 

 

 

Three months ended
March 31,

 

 

 

2003

 

2002

 

Revenues:

 

 

 

 

 

Collaboration agreements

 

$

426

 

$

501

 

Research grants

 

125

 

 

Total revenues

 

551

 

501

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Research and development (excludes $57 and $954 of stock based compensation expense for the three months ended March 31, 2003 and 2002, respectively)

 

2,687

 

3,358

 

 

 

 

 

 

 

General and administrative (excludes $51 and $88 of stock based compensation expense for the three months ended March 31, 2003 and 2002, respectively)

 

827

 

862

 

Restructuring charge

 

 

190

 

Stock based compensation expense

 

108

 

1,042

 

Total operating expenses

 

3,622

 

5,452

 

Loss from operations

 

(3,071

)

(4,951

)

Interest and other income, net

 

176

 

464

 

Net loss

 

$

(2,895

)

$

(4,487

)

Basic and diluted net loss per common share

 

$

(0.12

)

$

(0.18

)

Shares used in basic and diluted net loss per common share

 

24,734

 

24,356

 

 

See accompanying notes.

 

4



 

SANGAMO BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)
(Unaudited)

 

 

 

Three months ended
March 31,

 

 

 

2003

 

2002

 

Operating Activities:

 

 

 

 

 

Net loss

 

$

(2,895

)

$

(4,487

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

Depreciation and amortization

 

228

 

328

 

Non-cash stock compensation charges

 

108

 

1,042

 

Changes in operating assets and liabilities:

 

 

 

 

 

Interest receivable

 

(28

)

690

 

Accounts receivable

 

194

 

389

 

Prepaid expenses and other assets

 

57

 

76

 

Accounts payable and accrued liabilities

 

(443

)

(322

)

Accrued compensation and employee benefits

 

(233

)

(135

)

Deferred revenue

 

(26

)

(145

)

Net cash used in operating activities

 

(3,038

)

(2,564

)

Investing Activities:

 

 

 

 

 

Purchases of investments

 

(8,490

)

(2,864

)