SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A Amendment No. 2
(Mark One)
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended June 30, 1996 or
/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act [No Fee Required]
For the transition period from _______ to _______
Commission File Number 0-11274
PHARMACEUTICAL FORMULATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2367644
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
460 PLAINFIELD AVENUE, EDISON, NJ 08818
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 985-7100
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.08 PAR VALUE, AND COMMON STOCK PURCHASE WARRANTS
(TITLE OF CLASS)
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. / /
The aggregate market value of the voting stock held by non-affiliates
(based upon the average of the high and low bid prices) on August 20, 1996 was
approximately $6,690,000.
As of August 20, 1996, there were 29,508,814 shares of Common Stock, par
value $.08 per share, outstanding.
Portions of the definitive Information or Proxy Statement to be filed with
the Securities and Exchange Commission (the "Commission") not later than 120
days after the end of the fiscal year covered by this Form 10-K with respect to
the registrant's Annual Meeting of Shareholders to be held in 1996 are
incorporated by reference into Part III of this Form 10-K.
Certain exhibits listed in Item 14 of Part IV have been incorporated by
reference.
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The selected consolidated financial data presented below as of
and for each of the fiscal years in the five-year period ended June 30, 1996 are
derived from the consolidated financial statements of Pharmaceutical
Formulation, Inc. and its subsidiaries, which financial statements have been
audited by BDO Seidman, LLP, independent public accountants, whose report
relating to the consolidated financial statements for the three years ended June
30, 1996 appears in this report. The selected consolidated financial data should
be read in conjunction with the consolidated financial statements and notes
thereto of the Company and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere in this report.
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS DATA
(in thousands, except per share amounts)
Years Ended June 30,
1996 1995 1994 1993 1992
--------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Gross Sales $57,572 $62,427 $57,386 $46,413 $31,250
Net sales $54,327 $59,107 $55,330 $44,848 $30,383
Net income (loss) (3,465) 2,046 2,211 1,706 (2,314)
Net income (loss) per share
of Common Stock:
Primary ($.12) $.07 $.08 $.09 ($.45)
Fully diluted ( .12) $.06 $.07 $.06 --
Weighted average common and common
equivalent shares outstanding1 :
Primary 29,412 30,023 29,361 19,826 5,212
Fully diluted 29,412 32,520 32,350 26,522 --
<FN>
See Note 2 of Notes to Consolidated Financial Statements as to the calculation of weighted average common and
common equivalent shares outstanding.
</FN>
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEET DATA
(in thousands, except per share amounts)
June 30,
1996 1995 1994 1993 1992
----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Current assets $21,823 $24,759 $21,076 $ 15,071 $ 9,110
Current liabilities 13,895 12,587 10,811 7,223 7,138
Working capital 7,928 12,172 10,265 7,848 1,972
Total assets 39,661 40,456 33,745 24,983 18,412
Long-term debt and
long-term capital
lease obligations 25,752 26,938 24,210 21,875 18,827
Stockholders' equity/(deficit) (411) 454 (1,805) (4,696) (8,186)
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FINANCIAL CONDITION AT JUNE 30, 1996
At June 30, 1996, the Company had working capital of $7,928,000
compared to $12,172,000 at June 30, 1995. The decrease of $4,244,000 is
primarily due to the net loss of $3,465,000 for the fiscal year ended June 30,
1996. The decrease includes a reduction in inventory of $5,195,000 offset by an
increase in accounts receivable of $418,000 and an increase in cash of $629,000.
The decrease is a result of the lower sales as the Company reduced its inventory
levels to conserve cash to fund operations and reduce long-term debt.
Capital expenditures were $4,118,000 for the fiscal year ended June 30,
1996. The majority of this amount related to a major plant renovation which
improved efficiencies and increased laboratory capacity. The balance of the
capital expenditures were to improve manufacturing capacity and reduce costs.
The cost of the plant upgrade as well as other capital acquisitions was
partially financed through capital leases entered-into with ICC.
The Company has a $15,000,000 asset-based line of credit with an
institutional lender. At June 30, 1996, the Company had $3,455,000 of unused
availability under this agreement. The line of credit expires February 4, 1999
and bears interest at 1-3/4% above the prime lending rate (currently 8 1/4%).
In the fiscal year ended June 30, 1996, certain of the 8.25% Debentures
were converted into common stock of the Company. The conversion reduced debt and
increased stockholders' equity by $28,000. In addition, ICC exercised its'
preemptive rights with respect to such conversions and purchased shares of
common stock, which increased stockholders' equity by $19,000.
In April 1996 the Company sold 2,500,000 shares of Series A Preferred
Stock to ICC for an aggregate of $2,500,000. The Preferred Stock increased
working capital and stockholder equity.
The Company continues to take steps to increase sales and reduce costs
to improve operating results and meet working capital needs. The Company intends
to add an estimated $2,500,000 of capital equipment in the fiscal year ending
June 30, 1997 to increase capacity and reduce costs. The Company intends for
these capital expenditures to be financed through capital leases with either ICC
or other parties. While the Company has in the past had no difficulty in
obtaining capital lease financing or meeting working capital needs, there can be
no assurance the Company will obtain the capital lease financing or meet working
capital needs in the future.
RESULTS OF OPERATIONS FOR FISCAL 1996 COMPARED TO FISCAL 1995
Revenues for the fiscal year ended June 30, 1996 were $57,572,000
compared to $62,427,000 in the prior fiscal year. This decrease of $4,855,000 or
8% is the result of reductions in the private label (store brand), bulk and
contract manufacturing sectors of the business. The majority of the reduction in
private label (store brand) is the result of a reduction in purchases by Revco
D.S., Inc. ("Revco") for which the prior year period included increased sales to
fill start-up requirements for a new acquisition by Revco. In addition, a major
contract manufacturing project from the prior fiscal year did not continue at
the same rate in the current year.
Sales discounts and allowances were $3,245,000 in the fiscal year ended
June 30, 1996 as compared to $3,320,000 in the prior fiscal year.
Three customers each represent over 10% of the Company's sales for the
fiscal year ended June 30, 1996. These three customers are Revco, Walgreen
Company ("Walgreen") and Price-Costco, Inc. ("Price-Costco"). Net sales to these
three customers were $25,195,000 (46%) as compared to $29,801,000 (50%) in the
prior year.
Cost of sales was 82% for the fiscal year ended June 30, 1996 as
compared to 76% in the prior fiscal year. The increase in cost of sales as a
percentage of sales is due to the lower sales volume, especially in the bulk and
contract manufacturing sectors which traditionally have lower cost of sales
percentages than the private label (store brand) sectors. In addition, there
were increases in certain operating costs such as raw materials and labor rates.
Selling, general and administration expenses were $9,143,000 as
compared to $7,719,000 in the prior year. The increase of $1,424,000 is a result
of increased selling and distribution costs to continually expand the customer
and product base. The Company has a new warehouse and distribution center to
facilitate the movement of inventory.
The Company incurred $678,000 of special compensation of which the
majority was for estimated costs of special compensation expense for a former
president and chief executive officer.
Research and development costs were $790,000 in the fiscal year ended
June 30, 1996 as compared to $1,488,000 in the prior fiscal year. The decrease
of $698,000 is due to research projects which are not being performed at the
same rate as the prior fiscal year.
Interest and other expenses were $3,511,000 in the fiscal year ended
June 30, 1996 as compared to $3,447,000 in the prior fiscal year.
The Company recorded an income tax benefit of $911,000, the majority of
which relates to the carryback of the current year net operating losses to the
prior three years to recover federal income taxes paid in prior years, offset by
an increase in the valuation allowance for deferred income taxes.
Net loss for the fiscal year ended June 30, 1996 was $3,465,000 or $.12
per share compared to net income of $2,046,000 or $.07 per share in the prior
fiscal year.
The Company continues to take steps to increase revenues and reduce
costs to reverse the losses incurred in fiscal year ended June 30, 1996. These
steps include: (a) adding customers and products to the current business to
increase sales volume, (b) continual reductions in material costs and (c) other
cost-saving measures as well as other actions to improve profitability. There
can be no assurance that such actions will reverse the current loss and return
the Company to profitability.
RESULTS OF OPERATIONS FOR FISCAL 1995 COMPARED WITH FISCAL 1994
Revenues for the fiscal year ended June 30, 1995 were $62,427,000
compared to $56,256,000 in the prior year. The increase of $6,171,000 or 11%
resulted mainly from increased sales of existing products to current customers
and new customers and, to a lesser degree, to sales of new products (including
cough and cold medications and allergy products). Three customers, Revco,
Price-Costco and Walgreen, accounted for approximately $29,801,000 (50%) of net
sales in the fiscal year ended June 30, 1995 as compared to $21,928,000 (40%) in
the prior fiscal year. The increase in sales for these customers as well as
increases to other private label (store brand) customers was offset somewhat by
a decrease in sales in the Company's bulk manufacturing and contract
manufacturing sectors.
Sales discounts and allowances were $3,320,000 in the fiscal year ended
June 30, 1995 as compared to $2,056,000 in the prior fiscal year. The increase
is the result of increased sales, especially in the private label section of the
business where discounts and allowances are more prevalent. In addition, the
Company has increased the allowances to certain private label customers to
respond to competitive pressures in the market place.
Cost of goods sold was 76% of sales for the fiscal year ended June 30,
1995 as compared to 75% in the prior fiscal year. The Company achieved
manufacturing cost efficiencies through increased sales volume and cost
containment. The decreases in the bulk and contract manufacturing sector of the
business, which traditionally has higher gross profit margins was offset by cost
efficiencies resulting primarily from higher sales in the private label (store
brand) business, which traditionally has lower gross profit margins.
Selling, general and administrative costs were $7,719,000 as compared
to $6,691,000 in the prior year. The increase of $1,028,000 is a result of
increased marketing and promotion costs to increase sales in the private label
sector of the business. These costs are incurred to expand the customer and
product base. In addition, administrative costs have increased (salaries, legal,
etc.) to support the increased sales volume.
Research and development costs were $1,488,000 in the fiscal year ended
June 30, 1995, compared to $574,000 in the prior fiscal year. The increase of
$914,000 is due to the development of new products to fund future sales growth.
Interest expense was $3,512,000 in the fiscal year ended June 30, 1995
compared to $3,298,000 in the prior fiscal year. The increase of $214,000
results from increased borrowing on the Company's revolving line of credit to
finance growth in accounts receivable and inventory.
The Company recorded a reduction in the deferred tax valuation
allowance of $1,000,000 in fiscal year ended 1995 as compared to $197,000 in the
prior fiscal year. This is a result of a change in estimate for deferred income
taxes, which increased net income by $1,000,000 in fiscal year ended June 30,
1995.
Net income was $2,046,000 or $.07 per share as compared to $2,211,000
or $.08 per share in the prior year.
EFFECTS OF INFLATION
The Company does not believe that inflation had a material effect on
its operations for the fiscal years ended June 30, 1996, 1995 or 1994,
respectively.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL STATEMENTS FOR THE THREE YEARS ENDED JUNE 30, 1996 FOR
PHARMACEUTICAL FORMULATIONS, INC. AND SUBSIDIARIES
Report of Independent Certified Public Accountants F-1
Consolidated Financial Statements
Balance Sheets at June 30, 1996 and 1995 F-2
Statements of Operations for the Years
Ended June 30, 1996, 1995 and 1994 F-3
Statements of Changes in Stockholders'
Equity (Deficiency) for the Years Ended
June 30, 1996, 1995 and 1994 F-4
Statements of Cash Flows for the
Years Ended June 30, 1996, 1995 and 1994 F-5
Notes to Consolidated Financial Statements F-6
FINANCIAL STATEMENT SCHEDULE
Report of Independent Certified Public Accountants
on Financial Statement Schedule F-22
Schedule II - Valuation and Qualifying Accounts F-23
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to the
Registrants Annual Report on Form 10-K to be signed on its behalf by the
undersigned, thereunto duly authorized.
PHARMACEUTICAL FORMULATIONS, INC.
By:/s/FRANK MARCHESE
Frank Marchese
Vice President, Finance
Dated: October 3, 1996
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
CONTENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-1
CONSOLIDATED FINANCIAL STATEMENTS:
Balance sheets F-2
Statements of operations F-3
Statements of changes in stockholders' equity (deficiency) F-4
Statements of cash flows F-5
Notes to consolidated financial statements F-6-F-21
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE F-22
FINANCIAL STATEMENT SCHEDULE:
Schedule II - Valuation and qualifying accounts F-23
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Stockholders and Board of Directors
Pharmaceutical Formulations, Inc.
We have audited the accompanying consolidated balance sheets of
Pharmaceutical Formulations, Inc. and subsidiaries as of June 30, 1996 and 1995,
and the related consolidated statements of operations, changes in stockholders'
equity (deficiency) and cash flows for each of the three years in the period
ended June 30, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly in all material respects, the consolidated financial position of
Pharmaceutical Formulations, Inc. and subsidiaries as of June 30, 1996 and 1995
and the results of their operations and their cash flows for each of the three
years in the period ended June 30, 1996 in conformity with generally accepted
accounting principles.
BDO Seidman, LLP
Woodbridge, New Jersey
August 26, 1996
<PAGE>
<TABLE>
<CAPTION>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 1996 1995
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,284,000 $ 655,000
Accounts receivable, net of allowance for doubtful accounts of $300,000 and $333,000 8,511,000 8,093,000
Inventories 9,720,000 14,915,000
Income tax receivable 1,161,000 -
Prepaid expenses and other current assets 747,000 696,000
Deferred tax asset 400,000 400,000
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 21,823,000 24,759,000
PROPERTY, PLANT AND EQUIPMENT, NET 16,802,000 14,346,000
OTHER ASSETS:
Deferred financing costs 94,000 130,000
Deferred tax asset 750,000 1,000,000
Other assets 192,000 221,000
- -------------------------------------------------------------------------------------------------------------------------------
$ 39,661,000 $ 40,456,000
- --------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Current portion of long-term debt $ 587,000 $ 642,000
Current portion of capital lease obligations 1,877,000 1,529,000
Accounts payable 9,441,000 9,829,000
Accrued expenses 1,990,000 549,000
Income taxes payable - 38,000
- --------------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 13,895,000 12,587,000
LONG-TERM DEBT, LESS CURRENT MATURITIES 16,284,000 18,207,000
LONG-TERM CAPITAL LEASE OBLIGATIONS, LESS CURRENT MATURITIES 9,468,000 8,731,000
DEFERRED GAIN ON SALE/LEASEBACK 425,000 477,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock, par value $1.00 per share; 10,000,000 shares
authorized; 2,500,00 shares issued and outstanding 2,500,000 -
Common stock, par value $.08 per share; 40,000,000 shares
authorized; 29,508,814 and 29,311,816 shares issued and outstanding 2,361,000 2,347,000
Capital in excess of par value 37,286,000 37,200,000
Accumulated deficit (42,558,000) (39,093,000)
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (411,000) 454,000
- -------------------------------------------------------------------------------------------------------------------------------
$ 39,661,000 $ 40,456,000
- -------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
<PAGE>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<S> <C> <C> <C>
Years ended June 30, 1996 1995 1994
- ----------------------------------------------------------------------------------------------------------------------------------
GROSS SALES $57,572,000 $62,427,000 $57,386,000
LESS: SALES DISCOUNTS AND ALLOWANCES 3,245,000 3,320,000 2,056,000
- ----------------------------------------------------------------------------------------------------------------------------------
NET SALES 54,327,000 59,107,000 55,330,000
- ----------------------------------------------------------------------------------------------------------------------------------
COST AND EXPENSES:
Cost of goods sold 44,581,000 44,924,000 41,761,000
Selling, general and administrative 9,143,000 7,719,000 6,691,000
Special compensation expense 678,000 - -
Research and development 790,000 1,488,000 574,000
- ----------------------------------------------------------------------------------------------------------------------------------
55,192,000 54,131,000 49,026,000
- ----------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS (865,000) 4,976,000 6,304,000
- ----------------------------------------------------------------------------------------------------------------------------------
OTHER EXPENSES (INCOME):
Interest expense 3,553,000 3,512,000 3,298,000
Other, net (42,000) (65,000) (85,000)
- ----------------------------------------------------------------------------------------------------------------------------------
3,511,000 3,447,000 3,213,000
- ----------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT) (4,376,000) 1,529,000 3,091,000
INCOME TAXES (BENEFIT) (911,000) (517,000) 880,000
- ----------------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) $(3,465,000) $ 2,046,000 $ 2,211,000
- ----------------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) PER SHARE:
Primary $ (.12) $ .07 $ .08
Fully diluted (.12) .06 .07
- ----------------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING:
Primary 29,412,000 30,023,000 29,361,000
Fully diluted 29,412,000 32,520,000 32,350,000
- ----------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
<CAPTION>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
Years ended June 30, 1996, 1995 and 1994
- ---------------------------------------------------------------------------------------------------------------------------------
Preferred stock Common stock Capital In Accumulated
Excess Of Deficit
Par Value
Shares Amount at Shares Amount At
issued par value Issued Par Value
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JUNE 30, 1993 - $ - 25,192,661 $2,017,000 $36,637,000 $(43,350,000)
Shares issued in connection with exercise of stock options
and preemptive rights by ICC - - 3,246,789 260,000 264,000 -
Shares issued in connection with ICC agreement to
key Company employees - - 31,965 2,000 29,000 -
Shares issued in connection with Unit Purchase Options - - 296,835 24,000 98,000 -
Shares issued in connection with conversion of 8.25% debentures - - 2,166 - 3,000 -
Shares issued to lender - - 100,000 8,000 (8,000) -
Other - - (21) - - -
Net income - - - - - 2,211,000
- ------------------------------------------------------------------------------------------------------------------ --------------
BALANCE, JUNE 30, 1994 - - 28,870,395 2,311,000 37,023,000 (41,139,000)
Shares issued in connection with exercise by ICC of
preemptive rights - - 274,468 22,000 45,000 -
Shares issued to outside directors - - 45,000 4,000 17,000 -
Shares issued in connection with conversion of 8.25% debentures - - 121,727 10,000 115,000 -
Other - - 226 - - -
Net income - - - - - 2,046,000
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 1995 - - 29,311,816 2,347,000 37,200,000 (39,093,000)
Preferred stock issuance 2,500,000 2,500,000 - - - -
Shares issued in connection with exercise by ICC
of preemptive rights - - 75,926 6,000 13,000 -
Shares issued in connection with ICC agreement
to key Company employees - - 16,799 1,000 3,000 -
Shares issued in connection with conversion of
8.25% debentures - - 34,273 2,000 26,000 -
Shares issued to officer and outside directors - - 70,000 5,000 44,000 -
Net loss - - - - - (3,465,000)
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCE, JUNE 30, 1996 2,500,000 $2,500,000 29,508,814 $2,361,000 $37,286,000 $(42,558,000)
- ----------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended June 30, 1996 1995 1994
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $(3,465,000) $ 2,046,000 2,211,000
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 1,662,000 1,395,000 1,150,000
Amortization of bond discount and deferred financing costs 135,000 71,000 295,000
Amortization of deferred gain on sale of building (52,000) (52,000) (52,000)
Shares issued to key Company employees 4,000 - 31,000
Shares issued to officer and outside directors 49,000 21,000 -
Deferred income taxes 250,000 (1,000,000) (197,000)
Changes in current assets and liabilities:
Increase in accounts receivable (418,000) (599,000) (2,737,000)
(Increase) decrease in inventories 5,195,000 (3,656,000) (2,260,000)
(Increase) decrease in other current assets (51,000) 15,000 (74,000)
Increase in income tax receivable (1,161,000) - -
Increase in accounts payable, accrued expenses and income taxes payable 1,015,000 1,553,000 3,524,000
- ----------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 3,163,000 (206,000) 1,891,000
- ----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment, net (2,317,000) (2,010,000) (979,000)
(Increase) decrease in other assets 29,000 11,000 (231,000)
- ----------------------------------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (2,288,000) (1,999,000) (1,210,000)
- ----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (repayments) under the line of credit (1,342,000) 3,716,000 1,745,000
Proceeds from issuance of long-term debt - - 183,000
Principal repayments of long-term debt (707,000) (551,000) (602,000)
Principal repayments of capital leases (1,684,000) (1,564,000) (1,121,000)
Refinancing of capital leases 968,000 - -
Increase in deferred financing costs - (20,000) (35,000)
Issuance of preferred stock 2,500,000 - -
Issuance of common stock, less offering and registration costs 19,000 67,000 122,000
- -----------------------------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (246,000) 1,648,000 292,000
- ----------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 629,000 (557,000) 973,000
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 655,000 1,212,000 239,000
- ----------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 1,284,000 $ 655,000 $ 1,212,000
- -----------------------------------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. NATURE OF THE Pharmaceutical Formulations, Inc. (the "Company")is
BUSINESS AND RELATED primarily engaged in the manufacture and distribution
PARTIES of over-the-counter solid dosage pharmaceutical
products in tablet, caplet and capsule form,
which are sold under customers' private
labels. The Company supplies bulk
products to secondary distributors and
repackers as well as smaller competitors
who do not have sophisticated research
and development departments. The Company
also engages in contract manufacturing
of selected branded products for well
known major pharmaceutical companies.
The Company also is engaged in the
testing and research and development of
new drug and health care products.
In September 1991, the Company entered
into an option agreement with ICC
Industries Inc. ("ICC"), which, as
amended at various dates (the "Option
Agreement"), provided for options to
acquire a total of 66.67% of the number
of shares of the Company's common stock
outstanding after exercise of all
options. ICC has exercised all of its
options pursuant to the Option
agreement. The number of shares issued
to ICC through June 30, 1996 was
19,635,894 at option prices ranging from
$.1036 to $.1553 per share.
In the event of any future issuance of
shares of common stock of the Company
pursuant to the exercise of existing
options, warrants, conversion rights and
other rights as they existed at
September 24, 1992 ("Outstanding
Rights"), issuance of common stock in
settlement of the Company's outstanding
debts as of September 24, 1992, or
issuance of shares of stock to key
management, ICC shall be entitled to
acquire additional shares to maintain
the ownership percentage it holds
immediately before such shares of common
stock are issued (the "Limited
Preemptive Rights").
ICC's exercise price for the shares will
be the lesser of $.25 ($.50 in the case
of certain key management shares) or the
exercise price or conversion price of
the Outstanding Rights as the case may
be.
ICC exercised the following preemptive rights in 1996,
1995 and 1994 at a price of $.25 per share:
1996 1995 1994
- ----------------------------------------------------------------------------
Shares under preemptive rights 75,926 274,468 999,048
- ----------------------------------------------------------------------------
<PAGE>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In addition, ICC exercised miscellaneous options in
1994 for 300,000 shares at $.25 per share and 20,000
shares at $.75 per share.
ICC, a major international manufacturer
and marketer of chemical, plastic and
pharmaceutical products, with calendar
year 1995 sales in excess of $1 billion,
has offices in key business centers
around the world and owns numerous
manufacturing plants. In addition, ICC
has in the past and continues to provide
equipment financing to the Company. ICC
has also indicated its intention to
pursue joint venture arrangements or
other forms of business transactions
between the Company and foreign
pharmaceutical companies seeking to
market, distribute and sell products in
the United States.
In connection with the ICC Option
Agreement, several key employees were
granted, and have the right in the
future to receive, shares of the
Company's common stock. The Company
issued 16,799, 233 and 31,965 shares of
common stock to these employees in 1996,
1995 and 1994, respectively.
The following transactions with ICC, are
reflected in the consolidated financial
statements as of or for the years ended
June 30, 1996, 1995 and 1994:
June 30, 1996 1995 1994
- ---------------------------------------------------------------------------
Sales to ICC $ - $ - $ 9,267,000
Inventory purchases 795,000 1,219,000 14,300,000
Services and finance fees 488,000 575,000 906,000
Accounts payable to ICC 334,000 118,000 3,233,000
Equipment lease obligations
due ICC 4,635,000 3,497,000 3,251,000
Other receivables from ICC 213,000 - -
- ------------------------------------------------------------------------------
2. SUMMARY OF Principles of Consolidation
SIGNIFICANT
ACCOUNTING POLICIES
The accompanying consolidated financial statements
include the accounts of the Company and its
wholly-owned subsidiaries. All references to the
"Company" include its wholly-owned subsidiaries. All
significant intercompany accounts and transactions
have been eliminated.
<PAGE>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash Equivalents
Cash equivalents consists of short-term,
highly liquid investments, which are
readily convertible into cash at cost.
Inventories
Inventories are stated at the lower of
cost or market with cost determined on a
first-in, first-out (FIFO) basis.
Property, Plant and Equipment
Property, plant and equipment are stated
at cost. Depreciation and amortization
is provided on the straight-line method
over the estimated useful lives of the
assets (five to fifteen years).
Deferred Financing Costs
Deferred financing costs represent
direct issuance costs incurred in
connection with the Company's
borrowings. Such costs are amortized
over the life of the related debt (three
to fifteen years).
Revenue Recognition
Sales of products are generally recorded
when products are shipped to customers.
Earnings Per Share
Earnings per share are based on the
weighted average number of common and
common equivalent shares outstanding
during the year. Common equivalent
shares consist of the dilutive effect of
unissued shares under options, warrants
and in the case of fully-diluted
earnings per share, convertible
debentures, computed using the treasury
stock method (using the average stock
prices for primary basis and the higher
of average or period end stock prices
for fully diluted basis).
No effect has been given to shares
issuable for common stock equivalents
for the year ended June 30, 1996 as the
effect would be anti-dilutive.
At June 30, 1995 and 1994, the primary
and fully diluted common equivalent
shares amounted to 2,110,000 and
5,320,000, and 2,804,000 and 5,793,000,
respectively.
<PAGE>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Concentration of Credit Risk
Financial instruments that potentially
subject the Company to credit risk
consist principally of trade
receivables. The Company extends credit
to a substantial number of its customers
and performs ongoing credit evaluations
of those customers' financial condition
while, generally, requiring no
collateral. Customers that have not been
extended credit by the Company are on a
cash on delivery basis only. At June 30,
1996, approximately 42% of the accounts
receivable balance is represented by
three customers.
Income Taxes
The Company accounts for income taxes in
accordance with Statement of Financial
Accounting Standards No. 109,
"Accounting for Income Taxes," which
requires the recognition of deferred tax
liabilities and assets at currently
enacted tax rates for the expected
future tax consequences of events that
have been included in the financial
statements or tax returns.
Use of Estimates
The preparation of financial statements
in conformity with generally accepted
accounting principles requires
management to make estimates and
assumptions that affect the reported
amounts of assets and liabilities and
disclosure of contingent assets and
liabilities at the date of the financial
statements and the reported amounts of
revenues and expenses during the
reporting period. Actual results could
differ from those estimates.
Effect of New Accounting Pronouncements
In March 1995, the Financial Accounting
Standards Board ("FASB") issued
Statement of Financial Accounting
Standards ("FAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets
and for Long- Lived Assets to Be
Disposed Of." The Company believes that
this pronouncement will not have a
material impact on the Company's results
of operations and financial condition.
In October 1995, the FASB issued FAS No.
123, "Accounting for Stock-Based
Compensation." As permitted under FAS
No. 123, the Company plans to continue
its current method of valuing stock
options granted to employees and will
disclose the proforma effect of the fair
value of such options.
<PAGE>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Fair Value of Financial Instruments
Financial instruments of the Company
include long-term debt. Based upon the
current borrowing rates available to the
Company, estimated fair values of the
revolving credit and term loans (see
Note 5) approximate their recorded
carrying amounts. It was not deemed
practical to determine the estimated
fair value of the remaining debt. The
carrying amounts for cash, accounts
receivable, accounts payable and accrued
expenses are reasonable estimates of
their fair value due to the short
maturity of these items.
Reclassifications
Certain amounts appearing in the 1995
and 1994 financial statements have been
reclassified to conform to the 1996
presentation. There was no effect on net
income due to the reclassification.
3. INVENTORIES Inventories consist of the following:
June 30, 1996 1995
- ---------------------------------------------------------------------------
Raw materials $3,849,000 $ 5,321,000
Work in process 648,000 375,000
Finished goods 5,223,000 9,219,000
- --------------------------------------------------------------------------
$9,720,000 $14,915,000
- --------------------------------------------------------------------------
4. PROPERTY,PLANT AND Property, plant and equipment consist of the following:
EQUIPMENT
June 30, 1996 1995
- -------------------------------------------------------------------------
Land and building $ 8,348,000 $ 8,348,000
Leasehold improvements 3,860,000 323,000
Machinery and equipment 15,804,000 15,374,000
Construction in progress - 1,133,000
Other 1,093,000 -
- -------------------------------------------------------------------------
29,105,000 25,178,000
Less: Accumulated
depreciation
and amortization 12,303,000 10,832,000
- -------------------------------------------------------------------------
$16,802,000 $14,346,000
- -------------------------------------------------------------------------
<PAGE>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The net book value of property, plant
and equipment under capital leases was
$10,485,000 and $10,000,000 at June 30,
1996 and 1995, respectively.
5. LONG-TERM DEBT AND Long-term debt and capital lease obligations consist
CAPITAL LEASE of the following:
OBLIGATIONS
<TABLE>
<CAPTION>
June 30, 1996 1995
- -----------------------------------------------------------------------------------------
Long-Term Capital Long-Term Capital Leases
Debt Leases Debt
------------------------------ -----------------------------
<S> <C> <C> <C> <C>
Revolving/term loans (a) $11,545,000 $ - $13,289,000 $ -
Convertible subordinated 3,279,000 - 3,198,000 -
debentures, $1,000 face
value (less unamoritized
discount of $1,917,000
and $2,016,000) (b)
Convertible subordinated 852,000 927,000 -
debentures,$325,000 face
value (c)
New Jersey Economic Development 780,000 - 840,000 -
Authority Loan (d)
Secured note (e) 115,000 - 295,000 -
Building sale/leaseback (f) - 6,351,000 - 6,763,000
Capital equipment lease obligations (g) - 4,994,000 - 3,497,000
Other 300,000 - 300,000 -
- ------------------------------------------------------------------------------------------
16,871,000 11,345,000 18,849,000 10,260,000
Less: Current portion 587,000 1,877,000 642,000 1,529,000
- -----------------------------------------------------------------------------------------
$16,284,000 $9,468,000 $18,207,000 $ 8,731,000
- -----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a) In October 1994, PFI modified its line of credit and
equipment term loan with its lending institution.
The maximum available funds under this modification
are $15,000,000. Advances under the revolving loans
are limited to the sum of eligible accounts receivable
and up to $6,000,000 of eligible inventory, as defined.
The term loan is payable in 48 monthly installments of
$34,000 commencing February 5, 1995, with the then
outstanding balance due on February 4, 1999. The
revolving loan is also due on that date. The term loan
and the revolving loan are secured by substantially
all of the assets of PFI and bear interest, payable
monthly, at the prime rate (8 1/4% at June 30, 1996),
plus 1 3/4%. In the event of default, the interest
rate will increase by 2%.
The loan agreement contains certain loan covenants,
which, among other things, prohibit the Company from
making dividend payments, limit the Company's annual
capital expenditures and net loss and require the
Company to maintain minimum working capital and net
worth. The Company was in default in fiscal 1996 of
the minimum amount of loss allowed under the agreement,
which default was waived by the financial institution.
(b) At June 30, 1996, the Company has 5,196 units
outstanding consisting of a $1,000 principal amount 8%
convertible subordinated debenture due June 15, 2002
(the "8% Debentures") with interest payable
semi-annually. The holders of the 8% Debentures may
convert them at any time into common stock of the
Company at a conversion price of $48 per share. The
8% Debentures are redeemable at the option of the
Company under certain circumstances at par, plus an
applicable premium, as defined.
In 1994, 1,285 units of 8% Debentures, representing the
final number of options, were issued in connection
with the exercise of unit purchase options. Upon
exercise, a bond discount of $1,102,000 was recorded
on the transaction.
In 1996, ICC purchased 29 units of the 8% Debentures
at a purchase price of $17,643. ICC offered and the
Company accepted these bonds at ICC's cost, which
approximated the Company's book value of the debt.
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(c) On June 30, 1996, the Company has 1,753 units
outstanding consisting of $325 principal amount
8 1/4% convertible debentures due June 15, 2002 (which
includes $570,000 face value and interest through
maturity of $282,000). Interest is payable annually
on June 30. The holders of the 8 1/4% Debentures may
convert them at any time into shares of common stock at
a conversion price of $.55 per share. The Company has
no right to redeem the 8 1/4% Debentures.
In 1996, 1995 and 1994, 58,206 and 5 units,
respectively, of 8 1/4% Debentures were converted
into common stock. A total of 158,166 shares were
issued to the debenture holders.
(d) The loan, which is secured by certain equipment, bears
interest at 63/8% and is due as follows: $70,000 at
June 1, 1997 and 1998; $80,000 at June 1, 1999, 2000
and 2001; and $400,000 at June 1, 2002. A provision in
the loan agreement allows the lender to declare the
loan immediately due and payable if there has been an
event of default in any of the Company's other debt
agreements.
(e) The Company has a variable interest rate secured
convertible note which bears interest at prime, plus
2 3/4%, payable quarterly. The principal amount of the
note may be converted into shares of the Company's
common stock at a conversion price of $.50 per share,
less adjustments. The note is subordinated to the
loans described in Note 5(a) and (d) and is
secured by all assets of PFI. The note is payable
$15,000 per month with interest due quarterly. The
note-holders have waived their rights to convert the
note into shares of common stock, except in the event
of default.
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(f) In August 1989, PFI entered into a sale and leaseback
of its land and building in Edison, New Jersey. The
term of the lease is 15 years, plus two five-year
renewal options. Monthly base rent is $107,000 for the
first 30 months increased by the change in the Consumer
Price Index on the thirty-first month after
commencement and on each thirtieth month thereafter.
On September 30, 1994, the monthly base rent increased
to $130,000. The Company is obligated to pay all
utilities, real estate taxes, assessments and repair
and maintenance costs in connection with the premises.
The land and building has been recorded as a capital
lease and the gain on the sale and leaseback of
approximately $750,000 has been deferred and is
being amortized over the term of the lease. The lease
has been capitalized at the net present value of the
future minimum rental payments ($8,348,000), assuming
a 13 1/4% interest rate factor, and is being amortized
over the term of the lease.
(g) The Company leases various equipment primarily from ICC
under capital lease agreements. The terms of the leases
vary from three to five years with monthly rentals of
approximately $148,000.
The Company's debt and obligations under capital leases
mature in fiscal years ending June 30 as follows:
Capital Lease Long-Term
Obligations Debt
- ------------------------------------------------------------------------------
1997 $ 3,327,000 $ 587,000
1998 3,047,000 472,000
1999 2,945,000 10,821,000
2000 2,480,000 80,000
2001 1,786,000 80,000
Thereafter 4,784,000 4,831,000
- ------------------------------------------------------------------------------
Total payments 18,369,000 $16,871,000
----------------
Less: Amount
representing interest 7,024,000
- --------------------------------------------------------------
Present value of net
minimum lease payments $11,345,000
- --------------------------------------------------------------
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. COMMITMENTS AND Commitments
CONTINGENCIES
In fiscal 1996, the Company entered into a long-term
lease for a building adjacent to the Company's present
facility. The lease term is ten years with
two five-year renewal options. The lease is classified
as an operating lease. The rent payments are $319,200
per anum for the first five years and $342,000 per
annum for the balance of the initial term.
Contingencies
In or about October 1991, an action was instituted
against the Company by an individual seeking monies
claimed to be due under an alleged employment
agreement.
The Company believes that the amount sought,
$3,500,000, has been frivolously asserted to harass the
Company and that the allegations are completely
baseless. The Company has interposed counterclaims
against plaintiff for fraud and related claims and
seeks damages in the amount of $5,000,000. This case
has been moved to the "inactive" trial list. No further
action will be taken by either party unless and until
plaintiff seeks to restore the matter.
In or about November 1992, an action was
instituted against the Company by Univest Technologies,
alleging that the Company breached its agreement by
refusing to furnish Soluble Aspirin to such entity.
Plaintiff seeks "consequential damages" of $1,500,000.
The Company denies that any such agreement existed and
vigorously denies that any monies are owed to
plaintiff. The Company moved to dismiss the
complaint, which motion was granted with
leave to replead. Plaintiff served an amended complaint
thereafter, and the Company again moved to dismiss the
complaint. The Company is awaiting a
decision from the court with respect to the Company's
second motion.
If the complaint is not dismissed, the Company intends
to assert counterclaims against plaintiff for amounts
in excess of the amount sought, on the basis of,
among other things, plaintiff's fraud and
misrepresentation.
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In or about July 1994, Puritan Quartz, Inc.
("Puritan") brought suit against the Company, alleging
breach of (i) the Company's purported contractual
obligations to supply Puritan with acetaminophen and
ibuprofen for resale to an unaffiliated party; and (ii)
related confidentiality obligations. The complaint
seeks damages in the aggregate amount of $3,600,000,
plus $300,000 for each additional month of continuing
breach. The Company denies that it has any liability to
Puritan. The Company believes that the clear meaning
of the language of the agreement between the
parties was that the agreement had a one
year term, ending October 16, 1993, prior to the
events of the alleged breach, and that such agreement
was never extended. Accordingly, in the Company's view,
it had no obligation whatsoever to Puritan at the time
of the alleged breach. The Company further
believes that Puritan's claims as to the
aggregate amount of its alleged lost
profits are overstated. Discovery is on-going and the
Company intends to move for summary judgement at the
close of discovery.
Under the New Jersey Industrial Site
Recovery Act ("ISRA"), the purchase of
the Company's manufacturing facilities
from Revco in 1987, the sale/leaseback
of the premises in 1989 (Note 5(f)), and
the exercise by ICC of options to
purchase a controlling interest in the
Company's common stock required the
approval of the NJDEP (Note 1).
Although Revco has agreed to be
primarily liable for the cost of
clean-up efforts and has posted a
$1,000,000 bond with the State of New
Jersey to secure clean-up obligations
(reduced to $306,000 in July 1993), the
Company remains contingently liable for
the clean-up costs and could be called
upon for some or all of the clean-up
effort in the event Revco defaults on
its clean-up obligations.
Management believes the final outcome of
the above proceedings will not have a
material effect upon the Company's
financial position.
The Company is a party to various other
legal proceedings arising in the normal
conduct of business. Management believes
that the final outcome of these
proceedings will not have a material
adverse effect upon the Company's
financial position.
<PAGE>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
7. INCOME TAXES Income taxes (benefit) consist of the following:
1996 1995 1994
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
Federal $(1,161,000) $ 483,000 $1,077,000
State - - -
- ---------------------------------------------------------------------------------
Total current (1,161,000) 483,000 1,077,000
Deferred - federal 250,000 (1,000,000) (197,000)
- ---------------------------------------------------------------------------------
Total income taxes (benefit) $ (911,000) $ (517,000) $ 880,000
- ---------------------------------------------------------------------------------
The Company's income taxes (benefit)
differ from the amount of income tax
determined by applying the applicable
statutory U.S. Federal income tax rate
to pretax income as a result of the
following:
1996 1995 1994
- ------------------------------------------------------------------------------------
Statutory U.S. tax $(1,488,000) $ 520,000 $ 1,051,000
Increase (decrease) resulting from:
Utilization of federal net
operating loss carryforwards - (56,000) (56,000)
State income taxes, net of federal
tax benefit - 108,000 185,000
Utilization of state net
operating loss carryforwards - (108,000) (185,000)
Net change in valuation account 681,000 (1,000,000) (197,000)
Other (104,000) 19,000 82,000
- -------------------------------------------------------------------------------------
Effective income taxes (benefit) $ (911,000) $ (517,000) $ 880,000
- -------------------------------------------------------------------------------------
</TABLE>
The Company utilized tax loss carryforwards of
approximately $166,000 for U.S. regular tax purposes
during each of the fiscal years ended June 30, 1995
and 1994.
As of June 30, 1996, the Company had available net
operating losses of approximately $3,000,000 for U.S.
regular tax purposes, which expire through 2111. The
utilization of losses generated prior to September
1991, which approximated $1,800,000, is limited to
approximately $166,000 per year for U.S. regular tax
purposes due to the change in ownership resulting from
the ICC investment. State income tax net operating
loss carryforwards of approximately $16,200,000, which
expire through 2003, are available to the Company.
Deferred tax assets are comprised of the following
temporary differences at June 30:
<TABLE>
<CAPTION>
1996 1995
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Tax benefit of state income tax net operating loss carryforwards $ 972,000 $ 813,000
Tax benefit of federal income tax net operating loss carryforwards 1,020,000 681,000
Depreciation (145,000) 54,000
Deferred gain on sale/leaseback of building 145,000 162,000
Basis difference 8 1/4% bonds as a result of restructuring 96,000 115,000
Capitalized inventory costs 136,000 136,000
Deferred compensation 148,000 -
Allowance for doubtful accounts 102,000 82,000
- ----------------------------------------------------------------------------------------------------------
Gross deferred tax asset 2,474,000 2,043,000
Valuation allowance (1,324,000) (643,000)
- -----------------------------------------------------------------------------------------------------------
Net deferred tax asset $1,150,000 $ 1,400,000
- -----------------------------------------------------------------------------------------------------------
</TABLE>
8. COMMON STOCK, The Company has granted options to employees, directors
OPTIONS AND and others under various stock option plans, lending
WARRANTS arrangements, and under the ICC Option Agreement to key
employees.
<PAGE>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following is a summary of stock
options and warrants issued, exercised,
forfeited or cancelled for the period
July 1, 1993 through June 30, 1996 (not
including ICC preemptive rights or
additional shares issuable to management
in connection with ICC preemptive
rights):
Shares Exercise price per share
- ------------------------------------------------------------------------------
Outstanding - June 30, 1993 1,071,699 $ .25 to $124.00
Forfeited (35,895) $6.80 to $124.00
- ------------------------------------------------------------------------------
Outstanding - June 30, 1994 1,035,804 $ .25 to $ 43.00
Issued 888,375 $ .85 to $ .91
Forfeited (103,404) $ .85 to $ 43.00
- ------------------------------------------------------------------------------
Outstanding - June 30, 1995 1,820,775 $ .25 to $ .91
Issued 130,000 $ .56 to $ .66
Forfeited (213,975) $ .85 to $ 8.00
- ------------------------------------------------------------------------------
Outstanding - June 30, 1996 1,736,800 $ .25 to $ 1.60
- ------------------------------------------------------------------------------
As of June 30, 1996, substantially all
outstanding stock options and warrants
were exercisable and expire at various
dates through fiscal 2001. These options
were granted at prices which were at or
above quoted market value on the dates
granted.
9. PREFERRED STOCK On April 8, 1996, the Company sold 2,500,000 shares of
Series A Preferred Stock to ICC for an aggregate of
$2,500,000. The preferred stock is redeemable at the
option of PFI and convertible into common stock of the
Company by ICC at any time after 36 months at the lower
of market price of the common stock of the Company or
$2.00 per share. The preferred stock sold to ICC pays
dividends at the rate of $.08 per share, payable
semi-annually on January 1st and July 1st each
year and is cumulative and non-participating.
10.MAJOR CUSTOMER AND For the years ended June 30, 1996, 1995 and 1994, 20%,
PRODUCTS 25% and 16%, respectively, of consolidated net sales
were derived from Revco D.S. Inc. For the years ended
June 30, 1996, 1995 and 1994, Walgreen Company
accounted for 14%, 14% and 16% of
consolidated net sales, respectively. In
addition, sales to ICC accounted for 17%
of consolidated net sales for the year
ended June 30, 1994. Sales to Price
Costco were 12%, 12% and 8% of
consolidated net sales for the years
ended June 30, 1996, 1995 and 1994, respectively.
For the years ended June 30, 1996, 1995
and 1994, sales of ibuprofen represented
41%, 41% and 46% of consolidated net
sales, respectively. For the years ended
June 30, 1996, 1995 and 1994, sales of
acetaminophen products accounted for
approximately 11%, 12% and 12% of
consolidated net sales, respectively.
11.SPECIAL In December 1995, the Company replaced its former
COMPENSATION EXPENSE President and Chief Executive Officer. The Company
accrued the estimated remaining obligation due to this
individual under his employment contract.
12. SUPPLEMENTAL CASH Supplemental disclosures of cash flow information:
FLOW INFORMATION
1996 1995 1994
- ------------------------------------------------------------------------------
Cash paid during the year:
Interest $3,463,000 $3,441,000 $3,455,000
Income taxes - 525,000 968,000
- ------------------------------------------------------------------------------
<PAGE>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Supplemental non-cash investing and financing information:
1996 1995 1994
- ------------------------------------------------------------------------------
Issuance of common stock upon conversion of dates $28,000 $125,000 $3,000
- -------------------------------------------------------------------------------
In 1994, the Company repaid $524,000 of
accounts payable to ICC through the
issuance of 3,246,789 shares of common
stock in connection with the ICC Option
Agreement (Note 1).
Capital lease obligations of $1,801,000,
$1,449,000 and $2,511,000 were incurred
when the Company entered into various
leases in 1996, 1995 and 1994, respectively.
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
The audits referred to in our report dated August 26, 1996 relating to the
consolidated financial statements of Pharmaceutical Formulations, Inc. and
subsidiaries, which is contained in Item 8 of this Form 10-K, included the
audits of the financial statement schedule listed in the accompanying index.
This financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement schedule based upon our audits.
In our opinion, such financial statement schedule presents fairly, in all
material respects, the information set forth therein.
BDO Seidman, LLP
Woodbridge, New Jersey
August 26, 1996
<PAGE>
PHARMACEUTICAL FORMULATIONS, INC.
AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
Additions Deductions
Balance at charged to write-offs
beginning of costs & Charge to uncollectible Balance at end
Allowance for doubtful accounts period expense other accounts accounts of period
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year ended June 30, 1996 $333,000 $ 68,000 $ - $101,000 $300,000
Year ended June 30, 1995 188,000 145,000 - - 333,000
Year Ended June 30, 1994 140,000 272,000 - 224,000 188,000
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
