<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
|X| Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended October 31, 1997
----------------
|_| Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
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Commission file number 000-23399
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FLEMINGTON PHARMACEUTICAL CORPORATION
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(Exact name of small business issuer as specified in its charter)
New Jersey 22-2407152
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of (I.R.S.Employer Identification No.)
Incorporation or Organization)
43 Emery Avenue, Flemington, New Jersey 08822
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(Address of Principal Executive Offices)
(908) 782-3431
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(Issuer's Telephone Number, Including Area Code)
N/A
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(Former Name, Former Address and Former Fiscal Year, if
Changed Since Last Report)
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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer s classes
of common stock, as of the last practicable date.
Common Stock, $.01 par value per share, 2,597,390 shares outstanding at
October 31, 1997
Transitional Small Business Disclosure Format (check one)
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Yes X No
--- ---
FLEMINGTON PHARMACEUTICAL CORPORATION
INDEX TO FORM 10-QSB
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Page
PART I. FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements
Balance Sheets as of October 31, 1997 (unaudited) and July 31, 1997 3
Statements of Operations (unaudited) for the three months ended October 31, 1997 and 4
October 31, 1996
Statement of Cash Flows (unaudited) for the three months ended October 31, 1997 and 5
October 31, 1996
Statement of Changes in Stockholders' Equity (Deficit) (unaudited) 6
Notes to Financial Statements 7
Item 2. Management s Discussion and Analysis of Financial Condition and Results of 8
Operations
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submissions of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
</TABLE>
2
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FLEMINGTON PHARMACEUTICAL CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
October 31, July 31,
1997 1997
----------- -----------
(Unaudited) (Note 1)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 128,000 $ 217,000
Accounts receivable - trade, less allowance for
doubtful accounts of $40,000 95,000 238,000
Costs and estimated earnings in excess of billings
on uncompleted contracts - 12,000
Prepaid expenses and other current assets 7,000 6,000
----------- -----------
Total Current Assets 230,000 473,000
FURNITURE, FIXTURES AND EQUIPMENT, LESS ACCUMULATED DEPRECIATION 12,000 13,000
DEFERRED OFFERING COSTS 135,000 77,000
DEPOSITS 12,000 12,000
----------- -----------
$ 389,000 $ 575,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable - trade $ 253,000 $ 216,000
Billings in excess of costs and estimated earnings
on uncompleted contracts 40,000 277,000
Accrued expenses and other current liabilities 26,000 19,000
----------- -----------
Total Current Liabilities 319,000 512,000
----------- -----------
7% CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS 300,000 300,000
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COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.01 par value:
Authorized 1,000,000 shares, none issued
Common stock, $.01 par value:
Authorized -- 10,000,000 shares
Issued and outstanding -- 2,597,390 shares 26,000 26,000
Additional paid-in capital 897,000 897,000
Accumulated Deficit (1,153,000) (1,160,000)
----------- -----------
Total Stockholders' Equity (Deficit) (230,000) (237,000)
----------- -----------
$ 389,000 $ 575,000
=========== ===========
</TABLE>
See accompanying notes to financial statements.
3
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FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
October 31,
---------------------------------
1997 1996
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<S> <C> <C>
REVENUES:
Operating revenues $ 404,000 $ 227,000
Interest income 3,000 8,000
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407,000 235,000
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COSTS AND EXPENSES:
Operating expenses 183,000 148,000
Product development 57,000 6,000
Selling, general and administrative expenses 160,000 121,000
----------- -----------
400,000 275,000
----------- -----------
NET INCOME (LOSS) 7,000 (40,000)
PRO FORMA ADJUSTMENT -
Officers' salary 50,000 50,000
----------- -----------
PRO FORMA NET INCOME (LOSS) $ (43,000) $ (90,000)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 4,279,390 4,279,390
=========== ===========
PER COMMON SHARE:
Net income (loss) $ -- $ (.01)
=========== ===========
Pro forma net income (loss) $ (.01) $ (.02)
=========== ===========
</TABLE>
See accompanying notes to financial statements.
4
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FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
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<CAPTION>
Three Months Ended
October 31,
-----------------------------------
1997 1996
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 7,000 $ (40,000)
Adjustments to reconcile net income (loss) to net cash flows from operating
activities:
Depreciation 2,000 1,000
Changes in operating assets and liabilities:
Accounts receivable 143,000 107,000
Deposits -- 3,000
Prepaid expenses and other current assets (1,000) 1,000
Costs and estimated earnings in excess of billings on uncompleted contracts 12,000 --
Accounts payable - trade 94,000 (41,000)
Billings in excess of costs and estimated earnings
on uncompleted contracts (237,000) --
Accrued expenses and other current liabilities (50,000) --
------------ ------------
Net cash flows from operating activities (30,000) 31,000
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CASH FLOWS FROM INVESTING ACTIVITIES -
Purchase of property and equipment (1,000) (2,000)
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CASH FLOWS FROM FINANCING ACTIVITIES -
Increase in deferred offering costs (58,000) --
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NET CHANGE IN CASH (89,000) 29,000
CASH, BEGINNING OF YEAR 217,000 115,000
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CASH, END OF YEAR $ 128,000 $ 144,000
============= ============
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -- $ --
============ ============
Income taxes paid $ -- $ --
============ ============
</TABLE>
See accompanying notes to financial statements.
5
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FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Common Stock
------------------------- Stockholders'
Par Paid-in Accumulated Equity
Shares Value Capital Deficit (Deficit)
----------- --------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE, JULY 31, 1997 2,597,390 $ 26,000 $ 897,000 $(1,160,000) $ (237,000)
THREE MONTHS ENDED OCTOBER 31, 1997
(Unaudited) -
Net income -- -- -- 7,000 7,000
----------- --------- ------------ ----------- -------------
BALANCE, OCTOBER 31, 1997 (Unaudited) 2,597,390 $ 26,000 $ 897,000 $(1,153,000) $ (230,000)
=========== ========= =========== =========== ============
</TABLE>
See accompanying notes to financial statements.
6
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FLEMINGTON PHARMACEUTICAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1 - Basis of Presentation:
The financial statements presented herein are unaudited. In the
opinion of management, all adjustments, which include only
normal recurring adjustments necessary to present fairly the
financial position, results of operations and cash flows for all
periods presented, have been made in the interim statements.
Results of operations for interim periods are not necessarily
indicative of the operating results for a full year.
Footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been omitted in accordance with the published
rules and regulations of the Securities and Exchange Commission.
The financial statements in this report should be read in
conjunction with the financial statements and notes thereto
included in the Registration Statement on Form SB-2 (File No.
333-33201), as amended, of Flemington Pharmaceutical Corporation
(the "Company"), which became effective on November 19, 1997.
Note 2 - Subsequent Events:
A. Initial Public Offering - In November 1997, the Company
successfully closed an offering of its securities ["Public
Offering" or "Offering"]. The Offering provided for the
sale of 675,000 units at a per unit price of $5.90, each
unit consisting of one share of common stock, par value
$.01 per share and one redeemable Class A common stock
purchase warrant with an exercise price of $5.80 per
share, subject to adjustment. As part of the Offering, the
underwriter exercised part of its over-allotment option to
purchase an additional 5,000 units. As a result of the
Offering, the Company received proceeds, net of offering
costs and underwriting discounts, of approximately
$3,051,000.
B. Bridge Financing Conversion - In November 1997, upon the
consummation of the Public Offering, two of the Company's
officer shareholders converted a total of $300,000 of the
Company's notes payable to them into an aggregate of
600,000 shares of the Company's common stock in accordance
with the terms of the notes.
C. Status of Underwriter -
Monroe Parker Securities, Inc., the representative of
several underwriters involved in underwriting the
Company's Public Offering ceased market making activities
in the Company's securities in late December 1997, and on
January 5, 1998 was the subject of a complaint issued by
the National Association of Securities Dealers, Inc.
("NASD") for alleged violations of the NASD's rules in
1994 and 1995. These alleged violations have no connection
with the Company's securities.
7
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Part I, Item 2. Management's Discussion and Analysis
Since its inception, substantially all of the Company's revenues have been
derived from consulting activities, primarily in connection with product
development for various pharmaceutical companies. The Company has had a history
of recurring losses from operations through July 31, 1995, and also for the year
ended July 31, 1997 ["Fiscal 1997], giving rise to an accumulated deficit at
October 31, 1997 of approximately $1,153,000. Although substantially all of the
Company's revenues to date have been derived from its consulting business, the
future growth and profitability of the Company will be principally dependent
upon its ability to successfully develop its products and to enter into license
agreements with drug companies who will market and distribute the final
products. The Company's revenues from consulting declined during Fiscal 1997 and
may continue to decline in the future as the Company shifts its emphasis away
from product development consulting for its clients and towards development of
its own products.
For the reasons stated above, the Company anticipates that it will incur
substantial operating expenses in connection with the joint development, testing
and approval of its proposed delivery systems, and expects these expenses will
result in continuing and significant operating losses until such time, if ever,
that the Company is able to achieve adequate sales levels.
Results of Operations
The three months ended October 1997 [the "1997 Period"] and October 1996 [the
"1996 Period"]
Revenues for the 1997 Period increased approximately $177,000 or 77% to $404,000
from $227,000 for the 1996 Period. The revenue increase for the 1997 period was
primarily attributable to the completion of studies in progress from July 31,
1997.
Total costs and expenses for the 1997 Period increased approximately $125,000 or
45% to $400,000 from $275,000 for the 1996 Period. The increase is attributable
to an approximate $35,000 increase in operating expenses, an approximate $51,000
increase in product development expenses and an approximate $39,000 increase in
selling, general and administrative expenses.
The net income for the 1997 Period was $7,000 compared to a net loss of $40,000
for the 1996 Period. This change is attributable primarily to increased revenues
associated with the completion of studies in progress from July 31, 1997 offset
by a corresponding increase in expenses.
Liquidity and Capital Resources
From its inception, the Company's principal sources of capital have been
provided by consulting revenues, conversion of debt, as well as loans and
capital contributions from the Company's principal stockholders. At October 31,
1997 the Company had a working capital deficit of approximately $89,000 as
compared to working capital of $49,000 at October 31, 1996, representing a net
decrease in working capital of approximately $138,000. The report of the
8
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Company's independent auditors on the Company's financial statements for each of
the two years ended July 31, 1997 contains an explanatory paragraph expressing
substantial doubt with respect to the Company's ability to continue as a going
concern without obtaining additional financing. In November 1997, the Company
successfully closed an offering of its securities ["Public Offering" or
"Offering"]. The offering provided for the sale of 675,000 units, each unit
consisting of one share of common stock, par value $.01 per share and one
redeemable Class A common stock purchase warrant with an exercise price of $5.80
per share, subject to adjustment. As part of the offering, the underwriter
exercised part of its over allotment option to purchase an additional 5,000
units. As a result of the offering, the Company received proceeds, net of
offering costs and underwriting discounts, of approximately $3,051,000.
Net cash used in operating activities approximated $30,000 for the 1997 Period
compared to net cash provided by operating activities of approximately $31,000
for the 1996 Period. For the 1997 Period, $1,000 was used for investing
activities and $58,000 was used for financing activities. Therefore,
notwithstanding a $7,000 net income and $40,000 net loss for the 1997 and 1996
Periods, respectively, total cash flow for the 1997 period decreased
approximately $96,000 as compared to a $69,000 increase for the 1996 Period.
Factors contributing to this decrease included a decrease in accounts receivable
of approximately $143,000, an increase in accounts payable and accrued expenses
of $44,000, offset by a $225,000 decrease in net billings over costs plus
earnings on uncompleted contracts and a $58,000 increase in deferred offering
costs for the public offering which was completed in November 1997. The Company,
upon the completion of the offering in November 1997, incurred salary
obligations of $200,000 and $150,000 per annum to its two executive officers.
Although there can be no assurance, the Company believes that the proceeds from
the Public Offering together with revenues from operations, will be sufficient
to satisfy its cash requirements for at least the next twenty-four (24) months.
No assurance can be given that future unforeseen events will not adversely
affect the Company's ability to implement its expansion plan, requiring it to
seek additional financing, which may not be available on terms acceptable to the
Company, if at all.
Inflation
The Company does not believe that inflation has had a material effect on its
results of operations during the past three fiscal years. There can be no
assurance that the Company's business will not be affected by inflation in the
future.
Year 2000 Issue
Many existing computer programs use only two digits to identify a year in the
date field. These programs were designed and developed without considering the
impact of the upcoming change in the century. If not corrected, many computer
applications could fail or create erroneous results by or at the Year 2000. The
Year 2000 issue affects virtually all companies and organizations. There can be
no assurance that the Company's suppliers, creditors, customers and financial
service organizations may not be adversely affected by the Year 2000 issue and
as a result, there can be no assurance as to the impact of the Year 2000 issue
on the Company.
9
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
N/A
Item 2. Changes in Securities
N/A
Item 3. Defaults Upon Senior Securities
N/A
Item 4. Submissions of Matters to a Vote of Security Holders
N/A
Item 5. Other Information
N/A
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 11. Statement re computation of earnings per share for the
three months ended October 31, 1996 and October 31, 1997.
(b) Reports on Form 8-K
None.
10
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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.
FLEMINGTON PHARMACEUTICAL CORPORATION
By: /s/ Harry A. Dugger, III
-------------------------------------------
Harry A. Dugger, III, President
(Principal Executive and Financial Officer)
By: /s/ John J. Moroney
-------------------------------------------
John J. Moroney, Chairman of the Board
Date: January 8, 1998
11
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EXHIBIT 11.01
Statement Regarding Earnings Per Share
A summary of Shares of Common Stock and equivalents treated as outstanding for
purposes of calculating net income (loss) per Common Share for all reported
periods herein is as follows:
Shares of Common Stock outstanding 2,597,390
Options outstanding under 1992 Stock Option Plan 482,000
Options issued under Officer Employment Agreements 600,000
Convertible Bridge Notes Payable 600,000
---------
4,279,390
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FLEMINGTON PHARMACEUTICAL CORPORATION OCTOBER 31, 1997 FINANCIAL STATEMENTS AND
IS QUANTIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001043873
<NAME> FLEMINGTON PHARMACEUTICAL CORPORATION
<MULTIPLIER> 1
<CURRENCY> U.S.DOLLARS
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> OCT-31-1997
<EXCHANGE-RATE> 1
<CASH> 128
<SECURITIES> 0
<RECEIVABLES> 135
<ALLOWANCES> (40)
<INVENTORY> 0
<CURRENT-ASSETS> 230
<PP&E> 84
<DEPRECIATION> 72
<TOTAL-ASSETS> 389
<CURRENT-LIABILITIES> 319
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (230)
<TOTAL-LIABILITY-AND-EQUITY> 389
<SALES> 404
<TOTAL-REVENUES> 407
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</TABLE>
