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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 June 30, 2004

 

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 August 11, 2004, 25,168,947 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 June 30, 2004 and December 31, 2003

 

 

 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2004 and 2003

 

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003

 

 

 

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, Use of Proceeds and Issuer Purchases of Equity Securities

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

Item 6.

Exhibits and Reports on Form 8-K

 

 

SIGNATURES

 

 

CERTIFICATIONS

 

Some statements contained in this report are forward-looking with respect to our operations, economic performance and financial condition. Statements that are forward-looking in nature should be read with caution because they involve risks and uncertainties, which are included, for example, in specific and general discussions about:

 

our strategy;

 

sufficiency of our cash resources;

 

product development;

 

revenues from existing and new collaborations;

 

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.

 

Various terms and expressions similar to them are intended to identify these cautionary statements. These terms include: “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “seeks,” “should” and “will.” 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)

 

 

 

June 30,
2004

 

December 31,
2003(1)

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

7,784

 

$

9,803

 

Marketable securities

 

30,623

 

34,052

 

Interest receivable

 

410

 

488

 

Accounts receivable, net

 

334

 

658

 

Prepaid expenses

 

644

 

284

 

Total current assets

 

39,795

 

45,285

 

Property and equipment, net

 

534

 

906

 

Other assets

 

32

 

41

 

Total assets

 

$

40,361

 

$

46,232

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

522

 

$

815

 

Accrued compensation and employee benefits

 

468

 

636

 

Deferred revenue

 

53

 

120

 

Total current liabilities

 

1,043

 

1,571

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.01 par value; 80,000,000 shares authorized, 25,158,947 and 24,954,243 shares issued and outstanding at June 30, 2004 and December 31, 2003, respectively

 

128,897

 

127,927

 

Deferred stock compensation

 

 

(1

)

Accumulated deficit

 

(89,501

)

(83,297

)

Accumulated other comprehensive income (loss)

 

(78

)

32

 

Total stockholders’ equity

 

39,318

 

44,661

 

Total liabilities and stockholders’ equity

 

$

40,361

 

$

46,232

 

 


(1)          Amounts derived from Audited Consolidated Statements dated December 31, 2003 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
June 30,

 

Six months ended
June 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Collaboration agreements

 

$

34

 

$

426

 

$

768

 

$

852

 

Federal government research grants

 

98

 

92

 

175

 

217

 

Total revenues

 

132

 

518

 

943

 

1,069

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development (excludes $161 and $13 of stock-based compensation expense for the three months ended June 30, 2004 and 2003, respectively, and $343 and $70 of stock-based compensation expense for the six months ended June 30, 2004 and 2003, respectively)

 

2,268

 

3,056

 

5,079

 

5,743

 

 

 

 

 

 

 

 

 

 

 

General and administrative (excludes $0 and $36 of stock-based compensation expense for the three months ended June 30, 2004 and 2003, respectively, and $0 and $87 of stock-based compensation expense for the six months ended June 30, 2004 and 2003, respectively)

 

1,100

 

1,116

 

2,097

 

1,943

 

Stock-based compensation expense

 

161

 

49

 

343

 

157

 

Total operating expenses

 

3,529

 

4,221

 

7,519

 

7,843

 

Loss from operations

 

(3,397

)

(3,703

)

(6,576

)

(6,774

)

Interest and other income, net

 

135

 

429

 

372

 

605

 

Net loss

 

$

(3,262

)

$

(3,274

)

$

(6,204

)

$

(6,169

)

Basic and diluted net loss per share

 

$

(0.13

)

$

(0.13

)

$