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, 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
incorporation or organization Identification No.)
43 Emery Avenue
Flemington, New Jersey 08822
(Address of Principal Executive Offices) (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. 5,881,237 shares of common
stock outstanding as of October 31, 2000.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):
YES [ ] NO [X]
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<TABLE>
<CAPTION>
FLEMINGTON PHARMACEUTICAL CORPORATION
BALANCE SHEETS
October 31 July 31,
2000 2000
----------- -----------
(Unaudited) (Note 1)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and equivalents $ 215,000 $ 700,000
Accounts receivable - trade, less allowance for
doubtful accounts of $15,000 33,000 46,000
Due from D&O insurance carrier 98,000 86,000
Prepaid expenses and other current assets 40,000 52,000
----------- -----------
Total Current Assets 386,000 884,000
----------- -----------
FURNITURE, FIXTURES, AND EQUIPMENT, LESS
ACCUMULATED DEPRECIATION 50,000 25,000
DEMAND NOTE RECEIVABLE, SHAREHOLDER 60,000 60,000
DUE FROM JOINT VENTURE PARTNER FOR REIMBURSABLE EXPENSES 67,000 80,000
OTHER ASSETS 27,000 10,000
----------- -----------
$ 590,000 $ 1,059,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable-trade $ 34,000 $ 68,000
Billings in excess of costs and estimated earnings on
uncompleted
contracts 5,000 49,000
Accrued expenses and other current liabilities 55,000 100,000
----------- -----------
Total Current Liabilities 94,000 217,000
----------- -----------
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 5,881,000 shares and
5,877,000 shares, respectively 6,000 6,000
Additional paid-in capital 5,256,000 5,250,000
Accumulated Deficit (4,766,000) (4,414,000)
----------- -----------
Total Stockholders' Equity (Deficiency) 496,000 842,000
----------- -----------
$ 590,000 $ 1,059,000
=========== ===========
</TABLE>
See accompanying notes to financial statements.
2
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FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
October 31
--------------------------
2000 1999
----------- -----------
REVENUES:
Operating revenues $ 65,000 $ 104,000
Interest Income 10,000 17,000
----------- -----------
75,000 121,000
----------- -----------
COST AND EXPENSES:
Operating expenses 14,000 49,000
Product development 153,000 56,000
Selling, general and
administrative expenses 260,000 233,000
----------- -----------
427,000 338,000
----------- -----------
NET INCOME (LOSS) $ (352,000) $ (217,000)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
OUTSTANDING 5,879,000 3,877,000
=========== ===========
PER COMMON SHARE:
Net Income (loss) $(.06) $(.06)
=========== ===========
See accompanying notes to financial statements.
3
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<TABLE>
<CAPTION>
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
(Unaudited)
Common Stock
-------------------------
Stockholders'
Par Paid-in Accumulated Equity
Shares Value Capital Deficit (Deficiency)
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE, JULY 31, 2000 5,877,000 $ 6,000 $ 5,250,000 $(4,414,000) $ 842,000
THREE MONTHS ENDED OCTOBER 31, 2000 --
Common Shares Issued For Services 4,000 -- 6,000 -- 6,000
Net Loss -- -- -- (352,000) (352,000)
----------- ----------- ----------- ----------- -----------
BALANCE, October 31, 2000 5,881,000 $ 6,000 $ 5,256,000 $(4,766,000) $ 496,000
----------- ----------- ----------- ----------- -----------
</TABLE>
See accompanying notes to financial statements.
4
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<TABLE>
<CAPTION>
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
October 31
--------------------------
2000 1999
----------- -----------
CASH FLOW FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (352,000) $ (217,000)
Adjustments to reconcile net income (loss) to net cash
flows from operating activities:
Options issued for services -- 5,000
Shares issued for services 6,000 --
Depreciation and amortization 3,000 3,000
Changes in operating assets and liabilities:
Accounts receivable 13,000 38,000
Due from D&O Insurance Carrier (12,000) --
Prepaid expenses and other current assets 11,000 (13,000)
Due from Joint Venture partner for reimbursable
expenses 13,000 --
Other Assets (17,000) --
Accounts payable - trade (34,000) 46,000
Billings in excess of costs and estimated earnings
on uncompleted contracts (44,000) --
Accrued expenses and other current liabilities (45,000) (27,000)
----------- -----------
Net cash flows from operating activities (458,000) (165,000)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES -
Purchase of property and equipment (27,000) --
----------- -----------
Net cash flows form operating activities (27,000) --
----------- -----------
NET CHANGE IN CASH (485,000) (165,000)
CASH, BEGINNING OF PERIOD 700,000 864,000
----------- -----------
CASH, END OF PERIOD $ 215,000 $ 699,000
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -- $ --
=========== ===========
Income taxes paid $ -- $ --
=========== ===========
</TABLE>
See accompanying notes to financial statements.
5
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FLEMINGTON PHARMACEUTICAL CORPORATION
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, 2000.
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 is in the process of settling that lawsuit. See
Part II. OTHER INFORMATION, Item 1. Legal Proceedings.
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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"], 1999 ["Fiscal 1999"],
and 2000 ["Fiscal 2000"], giving rise to an accumulated deficit at October 31,
2000 of approximately $4,766,000. 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, Fiscal 1999 and Fiscal 2000. 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 current fiscal year.
RESULTS OF OPERATIONS
THE THREE MONTHS ENDED OCTOBER 2000 [THE "2000 PERIOD"] AND OCTOBER 1999 [THE
"1999 PERIOD"]
Operating revenues for the 2000 Period decreased approximately $39,000 or 38% to
$65,000 from $104,000 for the 1999 Period. The revenue decrease for the 2000
period was primarily attributable to the lack of consulting engagements and
clinical studies for clients. Interest income for the 2000 Period decreased
approximately $7,000 or 41% to $10,000 from $17,000 for the 1999 Period due to
the lower average cash balance during the 2000 Period.
Total costs and expenses for the 2000 Period increased approximately $89,000 or
26% to $427,000 from $338,000 for the 1999 Period. This increase includes an
approximate $40,000 decrease in legal and professional fees, an approximate
$35,000 increase in product development costs, an approximate $28,000 increase
in outside consulting fees, an approximate $24,000 increase in clinical studies
and costs and an approximate $23,000 increase in payroll expenses.
7
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The resulting net loss for the 2000 Period was $352,000 compared to a net loss
of $217,000 for the 1999 Period.
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.
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 $458,000 for the 2000 Period
compared to net cash used in operating activities of approximately $165,000 for
the 1999 Period. Net cash used in operating activities for the 2000 period was
primarily attributable to the net loss of $352,000. For the 2000 Period, $27,000
was used for investing activities compared to $0 for the 1999 Period. Total cash
flow for the 2000 period decreased approximately $485,000 as compared to a
$165,000 decrease for the 1999 period.
Although there can be no assurance, the Company believes that the proceeds from
the Private Placement together with revenues from operations will be sufficient
to satisfy its cash requirements for at least the next month. 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.
8
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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. On November
8, 2000, Plaintiff's Motion for Class Certification was dismissed by the
court and Plaintiff did not appeal that denial. Subsequently, the
Company and Plaintiff reached agreement on the terms of a settlement of
the action, A formal settlement agreement, including a dismissal of the
lawsuit with prejudice, is in the process of being finalized.
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, 2000
b) Reports on Form 8-K
9
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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 Officer)
By: /s/ Donald J. Deitman
-------------------------------------------
Donald J. Deitman, Chief Financial Officer
10
