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, 2000
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
---- ----
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. 5,877,300 shares of common
stock outstanding as of April 30, 2000.
FLEMINGTON PHARMACEUTICAL CORPORATION
BALANCE SHEETS
April 30 July 31,
2000 1999
------------ ------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and equivalents $1,018,000 $864,000
Accounts receivable - trade, less
allowance for doubtful accounts of
$15,000 137,000 122,000
Costs and estimated earnings in excess
of billings on uncompleted contracts 22,000 -
Prepaid expenses and other current assets 110,000 58,000
--------- ---------
Total Current Assets 1,287,000 1,044,000
--------- ---------
FURNITURE, FIXTURES, AND EQUIPMENT, LESS
ACCUMULATED DEPRECIATION 29,000 30,000
DEMAND NOTE RECEIVABLE, SHAREHOLDER 60,000 60,000
OTHER ASSETS 10,000 29,000
--------- ---------
$1,386,000 $1,163,000
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable trade $ 54,000 $ 48,000
Billings in excess of costs and estimated
earnings on uncompleted contracts 84,000 -
Accrued expenses and other current
liabilities 10,000 78,000
--------- ---------
Total Current Liabilities 148,000 126,000
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIENCY):
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 - 5,877,300
shares in 2000 and 3,877,300 shares
in 1999 6,000 4,000
Additional paid-in capital 5,250,000 4,268,000
Accumulated Deficit (4,018,000) (3,235,000)
---------- ----------
Total Stockholders' Equity (Deficiency) 1,238,000 1,037,000
---------- ----------
$1,386,000 $1,163,000
========== ==========
See accompanying notes to financial statements.
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Nine Months Ended
April 30, April 30,
2000 1999 2000 1999
---------------------------------------------
REVENUES:
Operating revenues $ 69,000 $ 91,000 $ 242,000 $ 367,000
Interest Income 5,000 15,000 30,000 63,000
-------- -------- -------- --------
74,000 106,000 272,000 430,000
COST AND EXPENSES:
Operating expenses 33,000 76,000 129,000 331,000
Product development 92,000 64,000 216,000 226,000
Selling, general and
administrative expenses 281,000 336,000 710,000 984,000
-------- -------- --------- ---------
406,000 476,000 1,055,000 1,541,000
-------- -------- --------- ---------
NET LOSS $(332,000) $(370,000) $ (783,000) $(1,111,000)
======== ======== ========= ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 4,143,967 3,877,300 3,964,891 3,877,300
========= ========= ========= =========
PER COMMON SHARE:
Net Loss $(.08) $(.10) $(.20) $(.29)
========= ========= ========= =========
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 Captial Deficit (Deficiency)
-------------------------------------------------------------------------------
BALANCE, July 31, 1999 3,877,300 $4,000 $4,268,000 $(3,235,000) $1,037,000
NINE MONTHS ENDED
April 30, 2000 -
In Connection
with private
placement, net of
costs 2,000,000 2,000 982,000 - 984,000
Net Loss - - - (783,000) (783,000)
--------- ------ --------- ---------- ---------
BALANCE, April 30,
2000 5,877,300 $ 6,000 $5,250,000 $(4,018,000) $1,238,000
========= ====== ========= ========== =========
See accompanying notes to financial statements.
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Nine Months Ended
April 30,
2000 1999
----------------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (783,000) $(1,111,000)
Adjustments to reconcile net loss to net
cash
Flows from operating activities:
Provisions for losses on accounts
receivable - 1,000
Options Issued for Services 10,000 14,000
Depreciation 10,000 9,000
Loss on sale of distribution business - 14,000
Changes in operating assets and liabilities:
Accounts receivable (15,000) 55,000
Prepaid expenses and other current assets (52,000) 2,000
Costs and estimated earnings in excess of
billings on uncompleted contracts (22,000) -
Other assets 9,000 16,000
Accounts payable - trade 6,000 (7,000)
Billings in excess of costs and estimated
earnings on uncompleted contracts 84,000 -
Accrued expenses and other current
liabilities (68,000) 18,000
--------- ---------
Net cash flows from operating activities (821,000) (989,000)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES -
Purchase of property and equipment (9,000) (5,000)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES -
Private Placement 984,000 -
--------- ---------
NET CHANGE IN CASH 154,000 (994,000)
CASH, BEGINNING OF PERIOD 864,000 2,141,000
--------- ---------
CASH, END OF PERIOD $1,018,000 $1,147,000
========= =========
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 10-KSB 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.
Note 3 - On April 19, 2000, the Company closed a private placement of
2,000,000 shares of its common stock, receiving net proceeds of approximately
$984,000. Use of these proceeds will be, primarily, working capital.
FLEMINGTON PHARMACEUTICAL CORPORATION
Part I, Item 2. Management's 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 April 30, 2000
of approximately $4,018,000. 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 nine months ended April 2000 [the "2000 Period"] and April 1999 [the
"1999 Period"]
Operating revenues for the 2000 Period decreased approximately $125,000 or
34% to $242,000 from $367,000 for the 1999 Period. The revenue decrease for
the 2000 period was primarily attributable to the lack of consulting
engagements and clinical studies. Interest income for the 2000 Period
decreased approximately $33,000 or 52% to $30,000 from $63,000 for the 1999
Period due to the lower average cash balance during the 2000 Period.
Total costs and expenses for the 2000 Period decreased approximately $486,000
or 32% to $1,055,000 from $1,541,000 for the 1999 Period. This decrease
includes an approximate $197,000 decrease in legal and professional fees and
an approximate $50,000 decrease in travel expenses due primarily to higher
costs incurred for unsuccessful merger activities during the 1999 period.
An approximate $66,000 decrease in clinical studies and costs, an approximate
$19,000 decrease in office and telephone costs and an approximate $15,000
decrease in outside consulting fees resulting from the reduced level of
consulting engagements and clinical studies during the 2000 period. Decreases
also included an approximate $16,000 in product development costs, an
approximate $14,000 in public company expenses and an approximate $12,000 in
employee relocation expenses.
The resulting net loss for the 2000 Period was $783,000 compared to a net
loss of $1,111,000 for the 1999 Period.
The three months ended April 2000 [the "2000 Period"] and April 1999 [the
"1999 Period"]
Operating revenues for the 2000 Period decreased approximately $22,000 or 24%
to $69,000 from $91,000 for the 1999 Period. Interest income for the 2000
Period decreased approximately $10,000 or 67% to $5,000 from $15,000 for the
1999 Period.
Total costs and expenses for the 2000 Period decreased approximately $70,000
or 15% to $406,000 from $476,000 for the 1999 Period. This decrease includes
an approximate $19,000 decrease in legal and professional fees, an approximate
$22,000 decrease in clinical studies costs, an approximate $20,000 decrease in
outside consulting fees and an approximate $9,000 decrease in travel expenses.
These decreases were attributable to the reasons provided for the nine months
ended.
The resulting net loss for the 2000 Period was $332,000 compared to a net loss
of $370,000 for the 1999 Period.
Liquidity and Capital Resources
In April 2000, the Company closed a private placement of 2,000,000 shares of
common stock, par value $.001 per share. The Company received net proceeds
of approximately $984,000.
Net cash used in operating activities approximated $821,000 for the 2000
Period compared to net cash used in operating activities of approximately
$989,000 for the 1999 Period. Net cash used in operating activities for the
2000 period was primarily attributable to the net loss of $783,000. For the
2000 Period, $9,000 was used for investing activities compared to $5,000 for
the 1999 Period. Therefore, notwithstanding a $783,000 net loss and a net
private placement proceeds of $984,000 for the 2000 period and a $1,111,000
net loss for the 1999 Period, total cash flow for the 2000 period decreased
approximately $47,000 as compared to $117,000 increase for the 1999 period.
Although there can be no assurance, the Company believes that the proceeds
from the Public Offering and Private Placement together with revenues from
operations will be sufficient to satisfy its cash requirements for at least
the next ten (10) 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.
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. Such
discovery is presently ongoing. The Company intends to defend the action
vigorously.
Item 2. Changes in Securities
On April 19, 2000, the Company issued 2,000,000 shares of its common
stock to accredited investors pursuant to Rule 506 of Regulation D of the
Securities Act of 1933, as amended. The Company sold such shares at $.50
per share resulting in net proceeds of approximately $984,000.
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
nine months ended April 30, 2000.
b) Reports on Form 8-K
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/ Donald J. Deitman
------------------------------------------
Donald J. Deitman, Chief Financial Officer
* * * * * * * * * * * * * * * * * * *
EXHIBIT 11
FLEMINGTON PHARMACEUTICAL CORPORATION
EARNINGS PER SHARE COMPUTATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
NINE MONTHS ENDED
APRIL 30, 2000
BASIC
------------
Weighted average shares outstanding 3,964,891
Dilutive effect of stock performance plans (1) --
---------
Total 3,964,891
Net Loss (783)
Loss per share (.20)
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 Loss (1,111)
Loss per share ( .29)
(1) No potential shares from stock performance plans have been presented,
as their effect would be anti-dilutive
* * * * * * * * * * * * * * * * * * *
EXHIBIT 15
FLEMINGTON PHARMACEUTICAL CORPORATION
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors of Flemington Pharmaceutical Corporation
We have reviewed the accompanying balance sheet of Flemington Pharmaceutical
Corporation as of April 30, 2000, and the related statements of operations,
changes in stockholders' equity, and cash flows for the three-month and nine-
month periods then ended. These financial statements are the responsibility
of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, included on the Company's Form 10-KSB for the year
ended July 31, 1999, the Company has had a recent history of recurring losses
from operations, giving rise to a stockholders' deficiency and is currently
developing pharmaceutical products which will require substantial financing
to fund anticipated product development costs. Resulting operating losses
and negative cash flows from operations are likely to occur until, if ever,
profitability can be achieved through successful marketing of newly developed
products. These factors raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regard to these matters
are described in Note 2 to the financial statements included in the Company's
Form 10-KSB for the year ended July 31, 1999. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
WISS & COMPANY, LLP
Livingston, New Jersey
May 31, 2000
