Massachusetts
|
|
04-2652826
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(State
or Other Jurisdiction of
|
|
(I.R.S.
Employer
|
Incorporation
or Organization)
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|
Identification
No.)
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x
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Page
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PART
I - FINANCIAL INFORMATION
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|
|
|
Item
1. Financial Statements (Unaudited)
|
|
Consolidated
Balance Sheets as of March 31, 2008 and December 31, 2007
|
1
|
|
|
Consolidated
Statements of Operations for the Three Months Ended March 31, 2008
and
2007
|
2
|
|
|
Consolidated
Statements of Comprehensive Loss for the Three Months Ended March
31, 2008
and 2007
|
3
|
|
|
Consolidated
Statements of Cash Flows for the Three Months Ended March 31, 2008
and
2007
|
4
|
|
|
Notes
to Consolidated Financial Statements
|
5
|
|
|
Item
2. Management's Discussion and Analysis of Financial Condition
and Results
of Operations
|
14
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|
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Item
4T. Controls and Procedures
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22
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PART
II - OTHER INFORMATION
|
|
|
|
Item
6. Exhibits
|
23
|
March
31,
|
December
31,
|
||||||
2008
|
2007
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|
|
|||||
Cash
and cash equivalents
|
$
|
4,146,820
|
$
|
5,424,486
|
|||
Accounts
receivable
|
106,867
|
118,471
|
|||||
Inventories
|
595,060
|
172,548
|
|||||
Deposits
|
211,561
|
553,483
|
|||||
Prepaid
income taxes
|
58,463
|
56,863
|
|||||
Income
tax receivable
|
249,541
|
249,541
|
|||||
Prepaid
expenses and other current assets
|
220,407
|
94,783
|
|||||
Total
current assets
|
5,588,719
|
6,670,175
|
|||||
|
|
|
|||||
PROPERTY
AND EQUIPMENT, NET
|
339,713
|
257,797
|
|||||
|
|
|
|||||
OTHER
ASSETS
|
|
|
|||||
Intangible
assets, net
|
316,132
|
328,290
|
|||||
TOTAL
ASSETS
|
$
|
6,244,564
|
$
|
7,256,262
|
|||
|
|
|
|||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|||||
|
|
|
|||||
CURRENT
LIABILITIES
|
|
|
|||||
Accounts
payable
|
$
|
378,609
|
$
|
152,729
|
|||
Accrued
employee compensation
|
364,144
|
377,190
|
|||||
Accrued
professional fees and other expenses
|
189,642
|
186,840
|
|||||
Income
taxes payable
|
5,889
|
4,519
|
|||||
Deferred
revenue
|
9,911
|
15,075
|
|||||
Total
current liabilities
|
948,195
|
736,353
|
|||||
|
|
|
|||||
LONG
TERM LIABILITIES
|
|
|
|||||
Deferred
revenue
|
6,127
|
6,767
|
|||||
TOTAL
LIABILITIES
|
954,322
|
743,120
|
|||||
|
|
|
|||||
COMMITMENTS
AND CONTINGENCIES (Note 5)
|
|
|
|||||
|
|
|
|||||
STOCKHOLDERS'
EQUITY
|
|
|
|||||
Preferred
stock; 1,000,000 shares authorized; 0 outstanding
|
-
|
-
|
|||||
Common
stock, $.01 par value; 20,000,000 shares authorized;
|
|
|
|||||
2,192,175
shares issued and outstanding
|
21,922
|
21,922
|
|||||
Additional
paid-in capital
|
6,402,821
|
6,284,616
|
|||||
Retained
(deficit) earnings
|
(1,134,501
|
)
|
206,604
|
||||
Total
stockholders' equity
|
5,290,242
|
6,513,142
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
6,244,564
|
$
|
7,256,262
|
|
For
the Three Months Ended
|
|||||||
March
31,
|
|||||||
2008
|
2007
|
||||||
REVENUE:
|
|||||||
PCT
Products, services, other
|
$
|
81,473
|
$
|
37,943
|
|||
Grant
revenue
|
50,903
|
93,678
|
|||||
Total
revenue
|
132,376
|
131,621
|
|||||
COSTS
AND EXPENSES:
|
|||||||
Cost
of PCT products and services
|
48,449
|
31,654
|
|||||
Research
and development
|
490,931
|
461,532
|
|||||
Selling
and marketing
|
463,161
|
256,530
|
|||||
General
and administrative
|
501,248
|
481,082
|
|||||
Total
operating costs and expenses
|
1,503,789
|
1,230,798
|
|||||
Operating
loss from continuing operations
|
(1,371,413
|
)
|
(1,099,177
|
)
|
|||
OTHER
INCOME:
|
|||||||
Realized
gain on securities available for sale
|
-
|
727,473
|
|||||
Interest
income
|
30,308
|
71,602
|
|||||
Total
other income
|
30,308
|
799,075
|
|||||
Loss
before income taxes
|
(1,341,105
|
)
|
(300,102
|
)
|
|||
Income
taxes from continuing operations
|
-
|
40,519
|
|||||
Loss
from continuing operations
|
(1,341,105
|
)
|
(259,583
|
)
|
|||
DISCONTINUED
OPERATIONS:
|
|||||||
Loss
on discontinued operations
|
-
|
(378,503
|
)
|
||||
Net
loss
|
$
|
(1,341,105
|
)
|
$
|
(638,086
|
)
|
|
Loss
per share from continuing operations - basic and
diluted
|
$
|
(0.61
|
)
|
$
|
(0.13
|
)
|
|
Loss
per share from discontinued operations - basic and
diluted
|
-
|
(0.18
|
)
|
||||
Net
loss per share - basic and diluted
|
$
|
(0.61
|
)
|
$
|
(0.31
|
)
|
|
Weighted
average number of shares used to calculate loss per share - basic
and
diluted
|
2,192,175
|
2,065,425
|
For
the Three Months Ended
|
|||||||
March
31,
|
|||||||
2008
|
2007
|
||||||
Net
loss
|
$
|
(1,341,105
|
)
|
$
|
(638,086
|
)
|
|
Holding
gain
|
-
|
302,146
|
|||||
Reclassification
of unrealized gain to realized gain on securities during the
period
|
-
|
(727,473
|
)
|
||||
Unrealized
loss on marketable securities
|
-
|
(425,327
|
)
|
||||
Income
tax benefit related to items of
|
|||||||
other
comprehensive loss
|
-
|
122,910
|
|||||
Total
other comprehensive loss, net of taxes
|
-
|
(302,417
|
)
|
||||
Comprehensive
loss
|
$
|
(1,341,105
|
)
|
$
|
(940,503
|
)
|
For
the Three Months Ended
|
|||||||
March
31,
|
|||||||
2008
|
2007
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
loss
|
$
|
(1,341,105
|
)
|
$
|
(638,086
|
)
|
|
Adjustments
to reconcile loss to net cash used in operating
activities:
|
|||||||
Depreciation
and amortization
|
41,004
|
35,478
|
|||||
Non-cash,
stock-based compensation expense
|
118,205
|
111,757
|
|||||
Realized
gain on sale of marketable securities
|
-
|
(727,473
|
)
|
||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable
|
11,604
|
(93,611
|
)
|
||||
Inventories
|
(422,512
|
)
|
(50,202
|
)
|
|||
Deposits
|
341,922
|
(176,000
|
)
|
||||
Income
tax receivable and prepaid taxes
|
(230
|
)
|
(51,319
|
)
|
|||
Prepaid
expenses and other current assets
|
(125,624
|
)
|
(50,183
|
)
|
|||
Accounts
payable
|
225,880
|
122,077
|
|||||
Accrued
employee compensation
|
(13,046
|
)
|
(72,369
|
)
|
|||
Deferred
revenue and other accrued expenses
|
(3,002
|
)
|
13,543
|
||||
Net
cash used in operating activities from continuing
operations
|
(1,166,904
|
)
|
(1,576,388
|
)
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|||||||
Additions
to property and equipment
|
(110,762
|
)
|
(29,679
|
)
|
|||
Proceeds
from sale of marketable securities
|
-
|
728,938
|
|||||
Net
cash (used in) provided by investing activities from continuing
operations
|
(110,762
|
)
|
699,259
|
||||
CASH
FLOWS FROM DISCONTINUED OPERATIONS:
|
|||||||
Cash
flows from operating activities
|
-
|
378,503
|
|||||
Net
cash provided by discontinued operations
|
-
|
378,503
|
|||||
CHANGE
IN CASH AND CASH EQUIVALENTS:
|
(1,277,666
|
)
|
(498,626
|
)
|
|||
Cash
and cash equivalents, beginning of period
|
5,424,486
|
5,335,282
|
|||||
Cash
and cash equivalents, end of period
|
$
|
4,146,820
|
$
|
4,836,656
|
|||
SUPPLEMENTAL
INFORMATION:
|
|||||||
Income
taxes paid
|
$
|
2,790
|
$
|
10,800
|
|||
Income
taxes received
|
834
|
-
|
1)
|
Business
Overview and Management
Plans
|
2)
|
Interim
Financial Reporting
|
3)
|
Summary
of Significant Accounting
Policies
|
March
31,
|
December
31,
|
||||||
2008
|
2007
|
||||||
Raw
materials
|
$
|
44,615
|
$
|
28,115
|
|||
Finished
goods
|
550,445
|
144,433
|
|||||
Total
|
$
|
595,060
|
$
|
172,548
|
For
the Three Months Ended
|
|||||||
March
31,
|
|||||||
2008
|
2007
|
||||||
Numerator:
|
|||||||
Loss
from continuing operations - basic and diluted
|
$
|
(1,341,105
|
)
|
$
|
(259,583
|
)
|
|
Denominator:
|
|||||||
Weighted
Average Shares Outstanding - basic and diluted
|
2,192,175
|
2,065,425
|
|||||
Loss
per share from continuing operations - basic and diluted
|
$
|
(0.61
|
)
|
$
|
(0.13
|
)
|
|
Shares
excluded from calculations
|
196,785
|
101,089
|
For
the Three Months Ended, March 31,
|
|||||||
2008
|
2007
|
||||||
Cost
of PCT products and services
|
$
|
-
|
$
|
2,620
|
|||
Research
and development
|
43,237
|
49,494
|
|||||
Selling
and marketing
|
33,032
|
15,995
|
|||||
General
and administrative
|
41,936
|
43,648
|
|||||
Total
stock-based compensation expense
|
$
|
118,205
|
$
|
111,757
|
4)
|
Discontinued
Operations
|
5)
|
Commitments
and Contingencies
|
6)
|
Stockholders’
Equity
|
Stock
Options
|
|
||||||||||||
|
|
|
Weighted
|
Weighted
|
|||||||||
Average
price
|
Average
price
|
||||||||||||
Shares
|
per
share
|
Exercisable
|
per
share
|
||||||||||
Balance
outstanding, 12/31/2007
|
1,120,500
|
$
|
3.45
|
691,166
|
$
|
3.23
|
|||||||
Granted
|
47,000
|
4.36
|
|||||||||||
Exercised
|
-
|
||||||||||||
Expired
|
-
|
||||||||||||
Forfeited
|
-
|
||||||||||||
Balance
outstanding, 3/31/2008
|
1,167,500
|
$
|
3.49
|
754,166
|
$
|
3.27
|
|
Options
Outstanding
|
Options
Exercisable
|
|||||||||||||||||
Weighted
Average
|
Weighted
Average
|
||||||||||||||||||
Range
of Exercise Prices
|
Number
of Options
|
Remaining
Contractual Life
|
Exercise
Price
|
Number
of Options
|
Remaining
Contractual Life
|
Exercise
Price
|
|||||||||||||
$2.50
-
$2.70
|
159,000
|
4.4
|
$
|
2.64
|
159,000
|
4.4
|
$
|
2.64
|
|||||||||||
2.71
-
3.08
|
343,000
|
6.4
|
2.96
|
276,333
|
6.2
|
2.97
|
|||||||||||||
3.09
-
3.95
|
389,500
|
8.1
|
3.71
|
191,833
|
7.9
|
3.71
|
|||||||||||||
3.96
-
5.93
|
276,000
|
8.7
|
4.32
|
127,000
|
7.6
|
4.05
|
|||||||||||||
$2.50
-
$5.93
|
1,167,500
|
7.2
|
$
|
3.49
|
754,166
|
6.5
|
$
|
3.27
|
March
31, 2008
|
December
31, 2007
|
||||||
Stock
options, outstanding
|
$
|
361,925
|
$
|
2,162,565
|
|||
Stock
options, exercisable
|
399,708
|
1,486,007
|
|
-
|
our
plans and expectations with respect to our pressure cycling technology
(PCT) operations;
|
|
-
|
potential
growth in the market for our PCT products;
|
|
-
|
market
acceptance and the potential for commercial success of our PCT
products;
|
|
-
|
our
belief that PCT provides a superior solution for sample
preparation;
|
-
|
the
expected development and success of new product
offerings;
|
|
|
-
|
the
potential applications for PCT;
|
-
|
the
expected benefits and results from our research and development
efforts;
|
|
-
|
the
expected benefits and results from our collaboration
program;
|
|
|
-
|
our
belief that we have sufficient liquidity to finance operations
into early
2009;
|
-
|
our
expectation of obtaining additional research grants from the government
in
the future;
|
|
|
-
|
the
amount of cash necessary to operate our business;
|
|
-
|
our
ability to raise additional capital when needed;
|
-
|
the
availability of net operating losses to offset potential future
operating
income;
|
|
|
-
|
general
economic conditions; and
|
|
-
|
the
anticipated future financial performance and business operations
of our
company.
|
-
|
sample
preparation for genomic, proteomic, and small molecule
studies;
|
-
|
pathogen
inactivation;
|
-
|
protein
purification;
|
-
|
control
of chemical (enzymatic) reactions; and
|
-
|
immunodiagnostics.
|
- |
Acquisition
costs will be generally expensed as incurred;
|
- |
Noncontrolling
interests (formerly known as “minority interests” – see SFAS 160
discussion below) will be valued at fair value at the acquisition
date;
|
- |
Acquired
contingent liabilities will be recorded at fair value at the acquisition
date and subsequently measured at either the higher of such amount
or the
amount determined under existing guidance for non-acquired contingencies;
|
- |
In-process
research and development will be recorded at fair value as an
indefinite-lived intangible asset at the acquisition date;
|
- |
Restructuring
costs associated with a business combination will be generally
expensed
subsequent to the acquisition date; and
|
-
|
Changes
in deferred tax asset valuation allowances and income tax uncertainties
after the acquisition date generally will affect income tax expense.
|
|
|
Reference
|
||
|
|
|
|
|
31.1
|
Principal
Executive Officer Certification Pursuant to Item 601(b)(31) of
Regulation
S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of
2002
|
|
Filed
herewith
|
|
|
|
|
|
|
31.2
|
Principal
Financial Officer Certification Pursuant to Item 601(b)(31) of
Regulation
S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of
2002
|
|
Filed
herewith
|
|
|
|
|
|
|
32.1
|
Principal
Executive Officer Certification Pursuant to Item 601(b)(32) of
Regulation
S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of
2002
|
|
Filed
herewith
|
|
|
|
|
|
|
32.2
|
Principal
Financial Officer Certification Pursuant to Item 601(b)(32) of
Regulation
S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of
2002
|
|
Filed
herewith
|
|
PRESSURE
BIOSCIENCES, INC.
|
|
Date: May
9, 2008
|
By:
|
/s/
Richard
T. Schumacher
|
|
Richard
T. Schumacher
President, Chief Executive Officer & Treasurer (Principal Executive Officer) |
Date:
May 9, 2008
|
By:
|
/s/ Edward
H. Myles
|
|
Edward
H. Myles
Senior Vice President of Finance & Chief Financial Officer (Principal Financial and Accounting Officer) |