UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
----- THE SECURITIES EXCHANGE ACT OF 1934
For the three month period ended October 31, 1999
----- TRANSITION REPORT UNDER SECTION 13 or 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____to_____
Commission file number 000-23399
FLEMINGTON PHARMACEUTICAL CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 22-2407152
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
43 Emery Avenue
Flemington, New Jersey
(Address of Principal Executive Offices)
08822
(Zip Code)
(908)782-3431
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the registrant filed all documents and reports required to
be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes___No___
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 3,877,300 shares of
common stock outstanding as of October 31, 1999.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (check one):
Yes No X
----- -----
<PAGE>
FLEMINGTON PHARMACEUTICAL CORPORATION
BALANCE SHEETS
October 31, July 31,
1999 1999
------------ -----------
(Unaudited) (Note 1)
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 699,000 $ 864,000
Accounts receivable-trade, less
allowance for doubtful accounts of
$15,000 84,000 122,000
Prepaid expenses and other current assets 71,000 58,000
-------- ---------
Total Current Assets 854,000 1,044,000
-------- ---------
FURNITURE, FIXTURES AND EQUIPMENT, LESS
ACCUMULATED DEPRECIATION 27,000 30,000
DEMAND NOTE RECEIVABLE, SHAREHOLDER 60,000 60,000
OTHER ASSETS 24,000 29,000
--------- ----------
$ 965,000 $ 1,163,000
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable-trade $ 94,000 $ 48,000
Accrued expenses and other current
liabilities 51,000 78,000
-------- ---------
Total Current Liabilities 145,000 126,000
-------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock, $.01 per value:
Authorized - 1,000,000 shares, none
issued
Common stock, $.001 par value:
Authorized - 50,000,000 shares
issued and outstanding - 3,877,300
shares 4,000 4,000
Additional paid-in capital 4,268,000 4,268,000
Accumulated Deficit (3,452,000) (3,235,000)
---------- ----------
Total Stockholders' Equity (Deficiency) 820,000 1,037,000
---------- ----------
$ 965,000 $ 1,163,000
========== ==========
See accompanying notes to financial statements.
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
October 31,
------------------
1999 1998
------ ------
REVENUES:
Operating revenues $ 104,000 $ 129,000
Interest Income 17,000 28,000
-------- ---------
121,000 157,000
-------- ---------
COST AND EXPENSES:
Operating expenses 49,000 112,000
Product development 56,000 82,000
Selling, general and
administrative expenses 233,000 379,000
-------- ---------
338,000 573,000
-------- ---------
NET INCOME (LOSS) $(217,000) $ (416,000)
======== =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
PER COMMON SHARE: 3,877,300 3,877,300
Net Income (loss) $ (.06) $ (.11)
======== =========
See accompanying notes to financial statements.
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
(Unaudited)
Common Stock
-------------- Stockholders'
Par Paid-in Accumulated Equity
Shares Value Capital Deficit (Deficiency)
--------------------------------------------------------------
BALANCE, JULY
31, 1999 3,877,300 $ 4,000 $4,268,000 $(3,235,000) $1,037,000
THREE MONTHS
ENDED OCTOBER
31, 1999 -
Net Loss - - - (217,000) (217,000)
--------- ------ ---------- ---------- -----------
BALANCE, October
31, 1999 3,877,300 $ 4,000 $4,268,000 $(3,452,000) $ 820,000
========= ====== ========= ========== =========
See accompanying notes to financial statements.
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
October 31,
--------------------
1999 1998
------ ------
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income (loss) $ (217,000) $ (416,000)
Adjustments to reconcile net income
(loss) to net cash flows from
operating activities:
Provisions for losses on accounts
receivable - (19,000)
Options issued for services 5,000 4,000
Depreciation and amortization 3,000 5,000
Changes in operating assets and
liabilities:
Accounts receivable 38,000 29,000
Prepaid expenses and other current
assets (13,000) 8,000
Accounts payable-trade 46,000 (17,000)
Accrued expenses and other current
liabilities (27,000) 129,000
--------- ---------
Net cash flows from operating activities (165,000) (277,000)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment - (2,000)
--------- ---------
NET CHANGE IN CASH (165,000) (279,000)
CASH, BEGINNING OF PERIOD 864,000 2,141,000
CASH, END OF PERIOD $ 699,000 $1,862,000
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ - $ -
========= =========
Income taxes paid $ - $ -
========= =========
See accompanying notes to financial statements.
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 Form 10KSB of Flemington Pharmaceutical Corporation (the
"Company"), for the year ended July 31, 1999.
Note 2 - On December 23, 1998, a former shareholder filed a lawsuit against
the Company, its president and its chairman. The lawsuit alleges
violations of the federal securities laws, and purports to seek damages
on behalf of a class of shareholders who purchased the Company's common
stock during a period from Nov. 19, 1997 to Dec. 29, 1997. The Company
believes the lawsuit is without merit and intends to defend against it
vigorously. See Part II. OTHER INFORMATION, Item 1. Legal Proceedings.
<PAGE>
FLEMINGTON PHARMACEUTICAL CORPORATION
Part I, Item 2. MANAGEMENT DISCUSSION AND ANALYSIS
Flemington Pharmaceutical Corporation, a New Jersey corporation (the
Company), is engaged in development of novel application drug delivery
systems for presently marketed prescription and over-the-counter (OTC)
drugs. Since its inception in 1982, the Company has been a consultant to the
pharmaceutical industry, focusing on product development activities of various
European pharmaceutical companies, and since 1992 has used its consulting
revenues to fund its own product development activities.
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 operation through July 31, 1995, and also for
the years ended July 31, 1997 [Fiscal 1997], 1998 [Fiscal 1998], and 1999
[Fiscal 1999], giving rise to an accumulated deficit at October 31, 1999 of
approximately $3,452,000. 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,
Fiscal 1998 and Fiscal 1999. Revenues from consulting 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. In
view of the Company's very limited resources, its anticipated expenses and the
competitive environment in which the Company operates, there can be no
assurance that its operations will be sustained for the duration of its next
fiscal year.
RESULTS OF OPERATIONS
The three months ended October 1999 [the 1999 Period] and October 1998 [the
1998 Period]
Revenues for the 1999 Period decreased approximately $25,000 or 19% to
$104,000 from $129,000 for the 1998 Period. This decrease is attributable to
an approximate $18,000 decrease in consulting revenue, an approximate $18,000
decrease in product sales revenue and an approximate $6,000 decrease in
license income. An approximate $16,000 increase in product development
revenue offset the revenue decreases.
Total costs and expenses for the 1999 Period decreased approximately $235,000
or 41% to $338,000 from $573,000 for the 1998 Period. This decrease includes
an approximate $63,000 decrease in operating expenses associated with studies
and consulting activities, an approximate $26,000 decrease in product
development costs and an approximate $146,000 decrease in selling, general and
administrative expenses. Of the selling, general and administrative expenses
decrease, legal and professional fees decreased an approximate $113,000.
Liquidity and Capital Resources
From its inception, the Company's principal sources of capital have been
provided by consulting revenues and private placements, as well as loans and
capital contributions from the Company's principal stockholders. At October
31, 1999 the Company had working capital of approximately $709,000 as compared
to working capital of $918,000 at July 31, 1999 representing a net decrease in
working capital of approximately $209,000.
Net cash used in operating activities approximated $165,000 for the 1999
Period compared to net cash used in operating activities of approximately
$277,000 for the 1998 Period. Net cash used in operating activities for the
1999 period was primarily attributable to the net loss of $217,000.
Therefore, notwithstanding a $217,000 net loss and a $416,000 net loss for the
1999 and 1998 Periods, respectively, total cash flow for the 1999 period
increased approximately $52,000 as compared to a $137,000 increase for the
1998 Period.
Although there can be no assurance, the Company believes that its current cash
levels together with revenues from operations, will be sufficient to satisfy
its cash requirements for at least the next five (5) months and has
substantial doubt about its ability to continue operations beyond such period
without obtaining additional financing and/or consummating a strategic
alliance with a well-funded business partner. 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.
Although the Company feels that the Year 2000 issue will not have a
significant impact on its internal operations, 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. The Company has corresponded with the aforementioned
organizations to determine their Y2K readiness and compliance. Suppliers
completed and returned surveys while financial service organizations responded
to verbal requests for readiness information.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On December 23, 1998, a complaint was filed against the Company
in United States District Court for the District of New Jersey by
Richard F. Biborosch, individually and as class representative.
Defendants in the lawsuit include the Company, John J. Moroney, Harry A.
Dugger, III, Ph.D. and Monroe Parker Securities, Inc. and two of its
principals (collectively, Monroe Parker ). The complaint alleges
certain securities law violations against the Company relative to Monroe
Parker s role as underwriter for the Company's initial public offering
and the Company's alleged failure to properly disclose certain
information relating to Monroe Parker. Relief sought by the plaintiff
includes certification of the action as a class action, damages,
rescission and costs. The Company has retained special litigation
counsel to assist in defense of the claim and believes the allegations
contained in the Complaint are without merit. On March 25, 1999, the
Company filed a motion to dismiss the complaint for failure to state a
cause of action. In October, 1999, the United States District Court
granted the Company's motion in part and denied it in part. In
November, 1999 the Court entered a Scheduling Order setting forth a pre-
trial Discovery schedule for the forthcoming months. The Company
intends to defend the action vigorously
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
(a) On November 23, 1999, the Company held its annual meeting of
shareholders ( Annual Meeting ).
(b) Directors elected at the meeting were Harry A. Dugger, III,
Ph.D., Robert F. Schaul, John J. Moroney, and Jack J. Kornreich, all
of whom have served as Directors during the prior year.
(c) Matters addressed at the Annual Meeting included the election of
directors and the ratification of the appointment of auditors.
(d) The table below indicates each matter voted upon at the Annual
Meeting and states the number of votes cast for or against each
proposal as well as the number of abstentions and broker non
votes for each proposal:
Proposal Description or Votes For Votes Against Abstentions and Broker
Name of Director or Withheld Non-Votes
- --------------------------- ----------- --------------- -----------------------
Ratification of Appointment
of Auditors 2,541,703 - 1,335,597
Harry A. Dugger III, Ph.D. 2,911,743 19,310 946,247
John J. Moroney 2,911,743 19,310 946,247
Robert F. Schaul 2,911,743 19,310 946,247
Jack J. Kornreich 2,911,743 19,310 946,247
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, 1999.
b) Reports on Form 8-K
None
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
Date: December 15, 1999 By: /s/ Harry A. Dugger, III
--------------------------------
Harry A. Dugger, III, President
(Principal Executive Officer)
Date: December 15, 1999 By: /s/ Donald J. Deitman
------------------------------------------
Donald J. Deitman, Chief Financial Officer
EXHIBIT 11
FLEMINGTON PHARMACEUTICAL CORPORATION
EARNINGS PER SHARE CALCULATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED
OCTOBER 31, 1999
-------------------
BASIC
Weighted average shares outstanding 3,877,300
Dilutive effect of stock performance plans (1) -
---------
Total 3,877,300
---------
Net Income (loss) (217)
---------
Earnings per share (.06)
---------
THREE MONTHS ENDED
OCTOBER 31, 1998
------------------
BASIC
Weighted average shares outstanding 3,877,300
Dilutive effect of stock performance plans (1) -
---------
Total 3,877,300
---------
Net Income (loss) (416)
---------
Earnings per share (.11)
---------
(1) No potential shares from stock performance plans have been
presented, as their effect would be anti-dilutive
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-2000
<PERIOD-END> OCT-31-1999
<CASH> 699
<SECURITIES> 0
<RECEIVABLES> 99
<ALLOWANCES> 15
<INVENTORY> 0
<CURRENT-ASSETS> 854
<PP&E> 27
<DEPRECIATION> 0
<TOTAL-ASSETS> 965
<CURRENT-LIABILITIES> 145
<BONDS> 0
0
0
<COMMON> 4
<OTHER-SE> 816
<TOTAL-LIABILITY-AND-EQUITY> 965
<SALES> 104
<TOTAL-REVENUES> 121
<CGS> 0
<TOTAL-COSTS> 338
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (217)
<INCOME-TAX> 0
<INCOME-CONTINUING> (217)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (217)
<EPS-BASIC> (.06)
<EPS-DILUTED> (.06)
</TABLE>
