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 nine month period ended April 30, 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 (I.R.S. 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 X
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 April 30,1999.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (check one):
Yes___ No X
<PAGE>
FLEMINGTON PHARMACEUTICAL CORPORATION
BALANCE SHEETS
April 30, July 31,
1999 1998
--------- --------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and equivalents $1,147,000 $2,141,000
Accounts receivable trade, less
allowance for doubtful accounts of
$40,000 91,000 146,000
Prepaid expenses and other current assets 34,000 36,000
--------- ---------
Total Current Assets 1,272,000 2,323,000
FURNITURE, FIXTURES, AND EQUIPMENT, LESS
ACCUMULATED DEPRECIATION 33,000 37,000
DEMAND NOTE RECEIVABLE, SHAREHOLDER 60,000 60,000
OTHER ASSETS 41,000 86,000
--------- ---------
$1,406,000 $2,506,000
========= =========
LIABILITIES AND STOCKHOLDERS EQUITY
(DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable trade $ 72,000 $ 79,000
Accrued expenses and other current
liabilities 41,000 23,000
--------- ---------
Total Current Liabilities 113,000 102,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS EQUITY:
Preferred stock, $.01 par 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 39,000
Additional paid-in capital 4,268,000 4,233,000
Accumulated Deficit (2,979,000) (1,868,000)
--------- ---------
Total Stockholders Equity 1,293,000 2,404,000
--------- ---------
$1,406,000 $2,506,000
========= =========
See accompanying notes to financial statements.
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
April 30, April 30,
------------------ -----------------
1999 1998 1999 1998
------ ------ ------ ------
REVENUES:
Operating revenues $ 91,000 $ 61,000 $367,000 $645,000
Interest Income 15,000 31,000 63,000 65,000
------- ------ ------- -------
106,000 92,000 430,000 710,000
COST AND EXPENSES:
Operating expenses 76,000 39,000 331,000 400,000
Product development 64,000 56,000 226,000 228,000
Selling, general and
administrative expenses 336,000 163,000 984,000 561,000
------- ------- --------- ---------
476,000 258,000 1,541,000 1,189,000
------- ------- --------- ---------
NET INCOME (LOSS) $(370,000) $(166,000) $(1,111,000) $(479,000)
========= ========= =========== =========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,877,300 3,877,300 3,877,300 3,331,309
========= ========= ========= =========
PER COMMON SHARE:
Net Income (loss) $(.10) $ (.04) $(.29) $ (.14)
========= ========= ========= =========
See accompanying notes to financial statements.
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)
Common Stock
---------------- Stockholders'
Par Paid-In Accumulated Equity
Shares Value Capital Deficit (Deficiency)
------ ------ ------- ----------- ------------
BALANCE, JULY
31, 1998 3,877,300 $ 39,000 $4,233,000 $(1,868,000) $2,404,000
Par Value
Decrease from
$.01 to $.001 - (35,000) 35,000 - -
NINE MONTHS ENDED
APRIL 30, 1999
Net Loss - - (1,111,000) (1,111,000)
BALANCE, April
30, 1999 --------- -------- ---------- ---------- ----------
3,877,300 $ 4,000 $4,268,000 $(2,979,000) $1,293,000
========= ======= ========= ========== =========
See accompanying notes to financial statements.
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended
April 30,
-----------------
1999 1998
---- ----
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss) $(1,111,000) $(479,000)
Adjustments to reconcile net
(loss) to net cash
Flows from operating activities:
Provisions for losses on accounts
receivable 1,000 -
Options Issued for Services 14,000 -
Depreciation 9,000 7,000
Loss on sale of distribution business 14,000 -
Changes in operating assets and
liabilities:
Accounts receivable 55,000 159,000
Note receivable - (60,000)
Deposits - 10,000
Prepaid expenses and other current
assets 2,000 (39,000)
Costs and estimated earnings in
excess of billings on Uncompleted
contracts - (2,000)
Other assets 16,000 -
Accounts payable - trade (7,000) (134,000)
Billings in excess of costs and
estimated earnings on uncompleted
contracts - (260,000)
Accrued expenses and other current
liabilities 18,000 (4,000)
-------- ---------
Net cash flows from operating
activities (989,000) (802,000)
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES -
Purchase of property and equipment (5,000) (19,000)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES -
Initial public offering - 3,090,000
-------- ---------
NET CHANGE IN CASH (994,000) 2,269,000
CASH, BEGINNING OF PERIOD 2,141,000 217,000
--------- ---------
CASH, END OF PERIOD $1,147,000 $2,486,000
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid
$ - $7,000
======= =====
Income taxes paid $ - $ -
======= =====
NON CASH FINANCING ACTIVITIES:
Conversion of Stockholder Note
Payable into Common Stock $ - $300,000
======= ========
Reclassification of deferred
offering costs into paid in
capital $ - $ 77,000
======= ========
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
10-KSB of Flemington Pharmaceutical Corporation (the "Company"),
for the year ended July 31, 1998.
Note 2 - On November 24, 1998, pursuant to Shareholders authorization the
Company established a Delaware Corporation. On January 29, 1999,
Flemington Pharmaceutical Corporation (the Company) was merged into
the Delaware Corporation. Authorized common shares were increased
from 10,000,000 to 50,000,000 and par value per common share was
decreased from $.01 to $.001. See part II. OTHER INFORMATION, Item
2. Changes in Securities.
Note 3 - 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.
Note 4 - On March 2, 1999, the Company signed a Letter of Intent to acquire
the assets, and certain of the liabilities, of Ash Corporation,
located in Gulfport, Mississippi. Ash is a contract manufacturer
and packager of over-the-counter pharmaceuticals and personal care
products with 96 employees. On March 16, 1999, all parties agreed
to terminate discussions and the Letter of Intent.
Note 5 - On March 2, 1999, the Company announced the issuance of a patent for
a Buccal, non-polar spray for nitroglycerin. The patented product
has been licensed by the Company to Altana Corporation.
Note 6 - On March 3, 1999, the Company agreed to sell the laboratory reagent
distribution business, conducted by the Company under the name of
Goldmark Biologicals, to Ted Pella, Inc., a California corporation,
for $25,000. The purchase price to be paid in 3 annual installments
beginning April 20, 1999 plus 7.5% interest on the unpaid principal.
The first installment of which was paid in a timely fashion.
FLEMINGTON PHARMACEUTICAL CORPORATION
Part I, Item 2. Management's Discussion and Analysis
Flemington Pharmaceutical Corporation, a Delaware 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 it's 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 operations through July 31, 1995, and also for
the years ended July 31, 1997 [Fiscal 1997], and 1998 [Fiscal 1998], giving
rise to an accumulated deficit at April 30, 1999 of approximately $2,979,000.
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 through April
30, 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.
Results of Operations
The nine months ended April 1999 [the 1999 Period] and April 1998 [the 1998
Period]
Revenues for the 1999 Period decreased approximately $278,000 or 43% to
$367,000 from $645,000 for the 1998 Period. The revenue decrease for the
1999 period was primarily attributable to the reduction of clinical studies.
Total costs and expenses for the 1999 Period increased approximately $352,000
or 30% to $1,541,000 from $1,189,000 for the 1998 Period. This increase
includes an approximate $307,000 increase in payroll and payroll taxes, an
approximate $200,000 increase in legal and professional fees, an approximate
$31,000 increase in insurance expense, an approximate $26,000 increase in
public company expenses, an approximate $23,000 increase in product
development costs and an approximate $22,000 increase in office expense. An
approximate $194,000 decrease in clinical studies costs and an approximate
$64,000 decrease in commissions offset the increased costs.
The resulting net loss for the 1999 Period was $1,111,000 compared to a net
loss of $479,000 for the 1998 Period.
The three months ended April 1999 [the 1999 Period] and April 1998 [the 1998
Period]
Revenues for the 1999 Period increased approximately $30,000 or 49% to $91,000
from $61,000 for the 1998 Period.
Total costs and expenses for the 1999 Period increased approximately $218,000
or 84% to $476,000 from $258,000 for the 1998 Period. This increase includes
an approximate $74,000 increase in payroll and payroll taxes, an approximate
$56,000 increase in legal and professional fees, an approximate $22,000
increase in clinical study costs, an approximate $17,000 increase in
insurance expenses, an approximate $5,000 increase in travel expenses and an
approximate $4,000 increase in rent expenses.
Liquidity and Capital Resources
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 $3,013,000.
Net cash used in operating activities approximated $989,000 for the 1999
Period compared to net cash used in operating activities of approximately
$802,000 for the 1998 Period. Net cash used in operating activities for the
1999 period was primarily attributable to the net loss of $1,111,000. For
the 1999 Period, $5,000 was used for investing activities. Therefore,
notwithstanding a $1,111,000 net loss and a $479,000 net loss for the 1999
and 1998 Periods, respectively, total cash flow for the 1999 period increased
approximately $117,000 as compared to $2,748,000 increase for the 1998 period
due to the completion of the offering in November 1997.
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 nine (9)
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. 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.
<PAGE>
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.
That motion is still in the briefing phase.
Item 2. Changes in Securities
None, except as reported on Form 10-QSB, for the period ending
January 31, 1999.
Item 3. Defaults Upon Senior Securities
N/A
Item 4. Submissions of Matters to a Vote of Security Holders
None, except as reported on Form 10-QSB, for the period ending
January 31, 1999.
Item 5. Other Information
On March 2, 1999, the Company entered into a Letter of Intent with
Ash Corporation ( Ash ) in connection with the proposed
acquisition of all of the assets and certain of the liabilities of
Ash in exchange for 2,000,000 shares of Flemington Common Stock.
On March 5, 1999, the Company filed a current report on Form 8-K
to report this event. On March 16, 1999, all parties agreed to
terminate discussions and the Letter of Intent.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit 11. Statement re: computation of earnings per share for
the nine months ended April 30, 1999
b) Reports on Form 8-K
On March 5, 1999, the Company filed a current report on Form 8-K
(event Item 4) to report the March 2, 1999 execution of a letter of
intent with Ash Corporation regarding the proposed acquisition of
the assets and certain of the liabilities of Ash Corporation.
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: June 11, 1999 By: /s/ Harry A. Dugger, III
--------------------------------
Harry A. Dugger, III, President
(Principal Executive and Financial
Officer)
Date: June 11, 1999 By: /s/ John J. Moroney
------------------------------------
John J. Moroney, Chairman of the Board
EXHIBIT 11
FLEMINGTON PHARMACEUTICAL CORPORATION
EARNINGS PER SHARE COMPUTATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
NINE MONTHS ENDED
APRIL 30, 1999
BASIC
Weighted average shares outstanding 3,877,300
Dilutive effect of stock performance plans (1) --
---------
Total 3,877,300
Net Income (loss) (1,111)
---------
Earnings per share (.29)
---------
NINE MONTHS ENDED
APRIL 30, 1998
BASIC
Weighted average shares outstanding 3,331,309
Dilutive effect of stock performance plans (1) --
---------
Total 3,331,309
Net Income (loss) (479)
---------
Earnings per share ( .14)
---------
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> 9-MOS
<FISCAL-YEAR-END> JUL-31-1999
<PERIOD-END> APR-30-1999
<CASH> 1,147
<SECURITIES> 0
<RECEIVABLES> 131
<ALLOWANCES> 40
<INVENTORY> 0
<CURRENT-ASSETS> 1,272
<PP&E> 33
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,406
<CURRENT-LIABILITIES> 113
<BONDS> 0
0
0
<COMMON> 4
<OTHER-SE> 1,289
<TOTAL-LIABILITY-AND-EQUITY> 1,406
<SALES> 367
<TOTAL-REVENUES> 430
<CGS> 0
<TOTAL-COSTS> 1,541
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,111)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,111)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,111)
<EPS-BASIC> (.29)
<EPS-DILUTED> (.29)
</TABLE>
