<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1999
Commission file number 0-16177
ONCOR, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-130084
------------------------ -------------------------------
(State of Incorporation) (IRS Employer Identification No.)
209 PERRY PARKWAY
GAITHERSBURG, MARYLAND 20877
----------------------------------
(Address of principal executive offices)
(Zip Code)
(301) 963-3500
--------------------------------------------------
(Registrant's telephone number, including area code)
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
As of May 10, 1999, there were 33,554,481 shares of Common Stock outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Basis of Presentation
The unaudited consolidated balance sheet as of March 31, 1999 and the
audited consolidated balance sheet as of December 31, 1998 and the unaudited
consolidated statements of operations and consolidated statements of cash flows
for the three month periods ended March 31, 1999 and March 31, 1998 set forth
below, have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (the "Commission"). Certain information and
note disclosures normally included in the annual financial statements prepared
in accordance with generally accepted accounting principles have been condensed
or omitted pursuant to those rules and regulations. Oncor, Inc. (the "Company")
believes that the disclosures made are adequate to make the information
presented not misleading.
In the opinion of management of the Company, the accompanying consolidated
financial statements reflect all adjustments (consisting only of normal
recurring adjustments) that are necessary for a fair presentation of results for
the periods presented. This financial information should be read in conjunction
with the Form 10-K, filed with the Commission for the year ended December 31,
1998.
The results for the first quarter 1999, presented in the accompanying
financial statements, are not necessarily indicative of the results for the
entire year.
Chapter 11 Filing
See Note 1 to the consolidated financial statements following under this
Item 1 and Item 2 "Managements Discussion and Analysis of Financial Condition
and Results of Operations" for information on the Company's filing on February
26, 1999 for bankruptcy under Chapter 11 of the United States Code and certain
other important matters.
1
<PAGE>
ONCOR, INC.
(Debtor In Possession)
Consolidated Balance Sheets
As of March 31, 1999 (Unaudited) and December 31, 1998
(Dollars in Thousands)
<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 717 $ 924
Short-term investments, at market 91 91
Restricted cash 390
Accounts receivable, net of allowance for
doubtful accounts of $155 1,331
Receivable from former officer/director 179 179
Inventories 1,123
Investment in marketable securities 1,904 2,931
Other current assets 96 554
------ ------
Total current assets 2,987 7,523
------ ------
Non-current Assets:
Property and equipment, net 515
Prepaid license and other 80
------
Total non-current assets 595
------ ------
Total assets $2,987 $8,118
====== ======
</TABLE>
(Continued)
2
<PAGE>
<TABLE>
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities Not Subject to Compromise:
Current Liabilities:
Accounts payable $ 11 $ 4,950
Accrued expenses and other liabilities 338 2,584
Notes payable 629
Liability to preferred shareholders' 8,555
Current portion of long-term debt 762
------- -------
Total current liabilities 349 17,480
Liabilities Subject to Compromise -
pre-petition liabilities 14,516
Non-current Liabilities - Long-term debt 327
------- -------
Total liabilities 14,865 17,807
------- -------
Commitments and Contingencies
Minority Interest in Consolidated Subsidiary 2,011
-------
Stockholders' Deficiency:
Common stock, $0.01 par value, 50,000,000 shares
authorized, 33,554,481 and 31,556,489 issued;
33,475,072 and 31,477,080 outstanding 335 315
Common stock warrants outstanding 1,191 1,191
Additional paid-in capital 151,036 150,952
Accumulated deficit (164,512) (163,721)
Less-79,409 shares of common stock held in
the treasury ( 221) ( 221)
Accumulated other comprehensive income:
Cumulative translation adjustment ( 1,412)
Cumulative unrealized gain on investments 293 1,196
------- ------
Total stockholders' deficiency ( 11,878) ( 11,700)
------- -------
Total liabilities and stockholders'
deficiency $ 2,987 $ 8,118
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
ONCOR, INC.
(Debtor In Possession)
Consolidated Statements of Income
For the Three Months Ended March 31 1999 and 1998
(In thousands, except per share information)
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
GROSS REVENUES:
Product sales $ 720 $ 3,567
Grants and contracts 268
-------- --------
Gross revenues 720 3,835
-------- --------
OPERATING EXPENSES:
Direct cost of sales 385 1,740
Amortization of intangibles assets 277
Write-off of acquired research and development
projects in process 5,727
Selling, general and administrative 1,319 4,687
Research and development 141 1,811
Clinical and regulatory 296
-------- --------
Total operating expenses 1,845 14,538
-------- --------
LOSS FROM OPERATIONS ( 1,125) (10,703)
-------- --------
OTHER INCOME (EXPENSE):
Investment income 1 78
Reorganization items, principally
professional fees ( 50)
Interest and other, net 452 ( 686)
Foreign exchange loss ( 1)
Equity in net loss of affiliates 35 ( 1,038)
-------- --------
Total other income (expense), net 438 ( 1,647)
-------- --------
NET LOSS ( 687) (12,350)
DIVIDENDS AND ACCRETION ON CONVERTIBLE
PREFERRED STOCK ( 104) ( 577)
-------- --------
NET LOSS APPLICABLE TO COMMON STOCK $( 791) $(12,927)
======== ========
BASIC AND DILUTED NET LOSS PER SHARE $( 0.02) $( 0.46)
======== ========
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING 32,356 28,393
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
ONCOR, INC.
(Debtor In Possession)
Consolidated Statement of Changes in Stockholders' Deficiency
For the Three Months Ended March 31, 1999
(Dollars in Thousands)
(Unaudited)
COMMON STOCK
<TABLE>
<CAPTION>
Shares Amount
------ ------
<S> <C> <C>
Balance January 1, 1999 31,556,489 $ 315
Shares issued on conversion of preferred stock 1,997,992 20
----------- ---------
Balance March 31, 1999 33,554,481 $ 335
=========== =========
ADDITIONAL PAID IN CAPITAL
Balance January 1, 1999 $ 150,952
Conversion of preferred stock into common stock 84
---------
Balance March 31, 1999 $ 151,036
=========
ACCUMULATED DEFICIT
Balance January 1, 1999 $(163,721)
Net loss applicable to common stock ( 791)
---------
Balance March 31, 1999 $(164,512)
=========
</TABLE>
ACCUMULATED OTHER COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
Cumulative
Cumulative Unrealized
Translation Gain on
Adjustment Investments
---------- -----------
<S> <C> <C>
Balance January 1, 1999 $ (1,412) $ 1,196
Cumulative translation adjustment 1,412
Realized gain on sale of marketable securities ( 94)
Unrealized loss on investments in marketable
securities ( 809)
----------- ---------
Balance March 31, 1999 -- $ 293
=========== =========
</TABLE>
There were no changes in common stock warrants outstanding and treasury shares
during the period.
See accompanying notes are an integral part of these consolidated financial
statements
5
<PAGE>
ONCOR, INC.
(Debtor In Possession)
Consolidated Statements of Cash Flows
For the Three Months Ended March 31,
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
------ ------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $( 687) $(12,350)
Adjustments to reconcile net loss to
to net cash used in operating activities:
Gain on sale of stock in marketable securities
and other ( 129)
Issuance of common stock for interest
on convertible notes 41
Write-off of acquired research
and development 5,727
Depreciation and amortization 631
Expenses for non-employee stock options 177
Equity in net loss of affiliate and other 35 1,038
Changes in operating assets and liabilities:
Accounts receivable 34 ( 200)
Inventories ( 293)
Other current assets 9 452
Deposits and other non-current assets ( 9)
Accounts payable 157 678
Accrued expenses and other liabilities 102 ( 217)
Deferred rent ( 12)
-------- --------
Net cash used in operating activities ( 479) ( 4,337)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash proceeds from sale of Appligene of
$850,000 net of cash disposed of in sale 54
Proceeds from sale of stock in marketable
securities 218
Purchase of property and equipment ( 98)
Cash acquired in Codon acquisition 52
Purchases of investments ( 469)
-------- --------
Net cash used in investing activities 272 ( 515)
-------- --------
</TABLE>
(Continued)
6
<PAGE>
<TABLE>
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of preferred stock 4,965
Exercise of stock options and warrants 38
Reduction in restricted funds 614
Payment on bank loans ( 237)
Loan to unconsolidated affiliate ( 675)
--------
Net cash provided by financing
activities 4,705
--------
EFFECT OF CHANGE IN EXCHANGE RATE ON CASH ( 66)
--------
NET DECREASE IN CASH AND CASH EQUIVALENTS ( 207) ( 213)
CASH AND CASH EQUIVALENTS:
Beginning of period 924 2,874
-------- --------
End of period $ 717 $ 2,661
======== ========
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
During the first quarter of 1999, holders of the preferred stock converted
6 shares of preferred stock into 1,997,992 share of the Company's common stock.
The excess of the conversion value of the preferred stock ($104,000) over the
par value of the common stock issued (20,000) was credited to additional paid-in
capital.
In February 1998, the Company exchanged approximately 1,650,013 shares of
common stock for all the outstanding shares of Codon Pharmaceuticals, Inc.
During the first quarter of 1998, the Company issued 1,034,309 shares of
common stock in connection with the conversion of $3,380,377 of convertible
debt.
Expenses relating to the reorganization, principally professional fees,
paid during the three months ended March 31, 1999 were $50,000.
The accompanying notes are an integral part of these consolidated financial
statements.
7
<PAGE>
ONCOR, INC.
(Debtor-In-Possession)
Notes to Consolidated Financial Statements
(Unaudited)
1. BANKRUPTCY AND BUSINESS CHANGES
Chapter 11 Filing
On February 26, 1999 (the "Petition Date"), Oncor, Inc. and its
wholly-owned subsidiary, Codon Pharmaceuticals, Inc. (collectively, the
"Debtors"), filed voluntary petitions for relief under Chapter 11 of the United
States Code (the "Bankruptcy Code") with the United States Bankruptcy Court for
the District of Delaware, Wilmington, Delaware. Under Chapter 11, certain claims
against the Debtors in existence prior to the filing of the petitions for relief
under the Bankruptcy Code are stayed while the Debtors continues as
Debtors-in-Possession.
Pursuant to the provisions of the Bankruptcy Code, all actions to collect
upon any of the Company's liabilities as of the Petition Date or to enforce
pre-petition contractual obligations were automatically stayed. Absent approval
from the Bankruptcy Court, the Company is prohibited from paying pre-petition
obligations. However, the Bankruptcy Court has approved payment of certain
pre-petition liabilities as of the Petition Date such as employee wages and
benefits and certain specified pre-petition obligations. Additionally, the
Bankruptcy Court has allowed for the retention of legal and financial
professionals and other payments to protect the holders of claims against the
Company. As debtors-in-possession, the Company has the right, subject to
Bankruptcy Court approval and certain other conditions, to assume or reject any
pre-petition executory contracts and unexpired leases. Parties affected by such
rejections may file pre-petition claims with the Bankruptcy Court in accordance
with Bankruptcy procedures.
Liabilities subject to compromise consist of the following (dollars in
thousands):
Secured debt $ 50
Priority tax claims 68
Liability to preferred shareholders 8,554
Trade and miscellaneous unsecured claims 5,844
-------
$14,516
=======
Substantially all assets and liabilities in the accompanying consolidated
balance sheet at March 31, 1999 relate to the Debtors.
The Company's management expects to file a plan of reorganization under
Chapter 11 that will be acceptable to the Court and to the Company's creditors.
In the event a plan of reorganization is accepted, continuation of the business
thereafter is dependent on the Company's ability to achieve successful future
operations. At this time, it is not possible to predict the length of time the
Company will continue under Chapter 11; that any Plan filed will be approved or
confirmed by the Bankruptcy Court; or, that such plan will be consummated. If a
plan is not approved, the Company may be required to liquidate.
8
<PAGE>
History of Operating Losses
Oncor has not been profitable since its inception in July 1983. The Company
cannot provide assurance as to when, if ever, it will achieve profitability. As
indicated under "Business" below, the Company has disposed of its remaining
operations and currently has no revenues from operations.
Going-Concern and Basis of Financial Statements
Although the Chapter 11 filings and the history of operating losses raise
substantial doubt about the Company's ability to continue as a going-concern,
the accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles applicable to a company
on a going-concern basis which contemplates the continuity of operations,
realization of assets and the liquidation of liabilities in the ordinary course
of business. As a result of the Chapter 11 filings, such realization of assets
and liquidation of liabilities are subject to significant uncertainties.
Specifically, the financial statements do not present the amount which will
ultimately be paid to settle liabilities and contingencies which may be allowed
in the Chapter 11 Bankruptcy reorganization cases. Also, the consolidated
financial statements do not reflect adjustments to assets which may result if
the Company is forced to liquidate all the assets. A plan of reorganization
could materially change the amounts currently included in the consolidated
financial statements.
Business
On February 10, 1999, the Company sold its 80% interest in Appligene Oncore
("Appligene"), a French company, to a Canadian company for $1 million.
The equity in Appligene at December 31, 1998 had been written down to
net realizable value of approximately $0.8 million, the net amount (including a
provision for estimated 1999 net loss of approximately $0.1 million) realized in
the sale of Appligene.
Appligene was the Company's only remaining operating business. The
Company's only remaining assets consist primarily of certain Oncor and Codon
intellectual property, licenses and investment in marketable securities. The
future uses in operations, if any, of these remaining assets are being explored
by the Company. The Company currently has no revenues from operations. With
respect to the remaining assets and licenses, motions were filed in the
bankruptcy court by The Johns Hopkins University to have the bankruptcy court
require the Company to sell certain licenses to an interested buyer or require
the Company to promptly assume or reject these licenses. The Company intends to
object to those motions. A hearing will be held before the U.S. Bankruptcy Court
on May 25, 1999 to consider these motions.
9
<PAGE>
The amounts included in the accompanying statement of operations relating
to Appligene's operations through February 10, 1999 are as follows (dollars in
thousands):
Sales $ 720
Operating expenses (897)
Other income 38
-----
Net loss $ 139
=====
2. LIABILITY TO PREFERRED SHAREHOLDERS
In January 1998, the Company completed a $5 million equity financing in a
private placement of 500 shares of Series A preferred stock. The preferred stock
is convertible into common stock of the Company under certain circumstances. In
addition the Company issued warrants to purchase 125,000 shares of common stock
in connection with the transaction, with an exercise price of $5.16 per share.
Approximately $0.3 million of the net proceeds was allocated to the value of the
warrants. In the first quarter of 1999, holders of the preferred stock converted
6 shares of preferred stock into 1,997,992 shares of the Company's common stock.
In addition, the preferred stock agreements provide for redemption rights
upon the occurrence of certain events. Although disputed by the Company, the
holders of the preferred stock believe that those events have occurred and,
accordingly, the Company has recorded $8.6 million as unsecured debt subject to
compromise at March 31, 1999 (as a current liability at December 31, 1998) in
the accompanying consolidated balance sheet, representing the redemption values
plus additional accrued charges and interest as specified in the private
placement agreements. The Company discontinued accruing interest on the
preferred stock as of the date the Company entered into reorganization.
Additional interest of approximately $1.4 million that under the agreements
accrues upon satisfaction of certain redemption requirements of the shareholders
has not been recorded.
3. INCOME TAXES
With respect to U.S. federal income taxes, as of December 31, 1998, the
Company has net operating loss carry-forwards ("NOL'S") of approximately $122
million available to offset future taxable income. The Company also has research
and development tax credits of approximately $1.8 million available to reduce
future U.S. federal income tax (to the extent not limited by a change in control
as a result of implementation of any plan of reorganization). These NOL's and
research and development credits may be used through 2018, but some of the these
credits will expire in 1999 and thereafter. The net deferred tax asset relating
to these carry forwards has been offset by a valuation reserve for the full
amount.
10
<PAGE>
4. STOCK OPTIONS AND WARRANTS
At March 31, 1999, the Company has reserved the following shares of Common
Stock for future use as follows:
1992 stock option plan 1,156,666
Special stock options 590,000
Warrants issued in conjunction with
private placements 655,836
Warrants issued in connection with
debt financing 2,900,000
---------
5,302,502
=========
The Company's Stock Option Plan provides that unexercised options will be
canceled 90 days after an option holder terminates employment with the Company.
During the first quarter of 1999, 1,270,168 shares relating to these employees
were canceled. Of the remaining 1,156,168 shares, 315,000 shares will be
canceled in the second quarter of 1999. The balance then remaining of 841,666
shares relate to non-employees and current directors. In addition, there are
unexercised special stock options for 590,000 shares outstanding (416,667
exercisable) at March 31, 1999.
5. SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION
Disclosure of Comprehensive Loss:
Three Months Ending March 31
----------------------------
1999 1998
------ ------
Net Loss $ 687 $12,350
Foreign currency translation adjustments (1,412) 229
Unrealized holding losses arising
during the period and, in 1999,
including realized gains of $94 903 77
------- -------
Comprehensive loss $ 178 $12,579
======= =======
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of the Company's results
of operations and financial condition. The discussion should be read in
conjunction with the consolidated financial statements of the Company and notes
thereto in Item 1 of this Report, and the audited consolidated financial
statements of the Company and notes thereto, which were included in the
Company's annual report on Form 10-K for the year ended December 31, 1998. This
report contains certain statements of a forward-looking nature relating to
future events or the future financial performance of the Company. Readers are
cautioned that such statements are only predictions and that actual events
11
<PAGE>
or results may differ materially. In evaluating such statements, readers should
specifically consider the various factors identified in this Report and in the
Company's other public filings which could cause actual results to differ
materially from those indicated by such forward-looking statements, including
the matters set forth under the caption "Risk Factors" below.
Overview
As discussed in Item 1. "Financial Statements" on February 26, 1999, the
Company and its wholly owned subsidiary filed voluntary petitions for relief
under the Bankruptcy Code. Further, the Company has disposed of substantially
all of the business and currently has no revenues from operations. Consequently,
the following discussion of results of operations has no bearing on future
operations, if any, of the Company. Further, the comparison of operations in the
three month period ending March 31, 1999 and 1998 can not be compared with each
other because of the significant disposition of the Company's operating
businesses during 1998 and the first quarter of 1999.
Results of Operations
Revenues decreased $3.1 million in the first three months of 1999 as
compared to the comparable period in 1998. The decrease was due to the
disposition of the Company's operations during the balance of 1998 and early
1999. The 1999 revenues are entirely from Appligene which was disposed of on
February 10, 1999. The Company had no revenue from operations subsequent to that
date.
Operating expenses decreased $12.6 million in the first three months of
1999 as compared to the comparable period in 1998. This decrease was primarily
due to lower direct costs of sales reflecting lowered sales levels and reduced
selling, general and administrative expenses and research and development
expenditures reflecting the sharply reduced scope of operations. All but
approximately $1 million of the 1999 operating expenses relate to Appligene.
Other income for the first three months of 1999 of $0.4 million is not
directly comparable to the like period of 1998 because of the significant change
in the Company. The primary component of the 1999 other income was $0.3 million
relating to the disposition of Appligene and $0.1 million relating to the sale
of investments.
Because of the dispositions during 1998 and early 1999 the Company has no
further operations and therefore the results contained in the accompanying
consolidated statement of operations is not representative of future income and
expenses of the Company.
Liquidity and Capital Resources
At March 31, 1999, the Company had a stockholders' deficiency of $$11.9
million. The stockholders' deficiency is substantially due to the continuing
losses of the Company. Cash items at March 31, 1999 totaled $0.8 million.
Consequently, there are no significant cash reserves available to meet the
liabilities. Further expenses will be funded through liquidation of the
Company's remaining assets, primarily the investment in marketable securities.
As discussed previously, the Company presently has no revenues from
operations and has filed for reorganization under the Bankruptcy Act. Oncor
expects to reorganize under Chapter 11 and to propose a reorganization plan or
12
<PAGE>
plans. At this time, it is not possible to predict that any Plan filed will be
approved or confirmed by the Bankruptcy Court, or that such plans will be
consummated. If a plan is not approved, the Company may be required to
liquidate.
Risk Factors
AS DISCUSSED IN NOTE 1 TO THE CONSOLIDATED FINANCIAL STATEMENTS AND IN ITEM
1 ABOVE, THE COMPANY'S ONLY REMAINING ASSETS CONSIST OF CERTAIN ONCOR AND CODON
INTELLECTUAL PROPERTY AND LICENSES AND AN INVESTMENT IN MARKETABLE SECURITIES.
THE FUTURE USES, IF ANY, OF THESE REMAINING ASSETS ARE BEING EXPLORED BY THE
COMPANY. THE COMPANY CURRENTLY HAS NO REVENUES FROM OPERATIONS.
IF THE COMPANY CONTINUES IN OPERATION IN ANY MANNER, IT WILL BE SUBJECT TO
RISKS ASSOCIATED WITH ADDITIONAL FINANCING REQUIREMENTS AND ACCESS TO CAPITAL
FUNDING. THE COMPANY'S CURRENT LIQUID RESOURCES ARE NOT SUFFICIENT TO SATISFY
ITS CURRENT OBLIGATIONS.
ONCOR HAS NOT BEEN PROFITABLE SINCE ITS INCEPTION IN JULY 1983. THE COMPANY
CANNOT PROVIDE ASSURANCE AS TO WHEN, IF EVER, IT WILL ACHIEVE PROFITABILITY. AS
INDICATED UNDER "BUSINESS" BELOW, THE COMPANY HAS DISPOSED OF ITS REMAINING
OPERATIONS AND CURRENTLY HAS NO REVENUES FROM OPERATIONS.
The Company is subject to risks associated with the requested redemption of
Series A convertible preferred stock (the "preferred stock"). (See Note 2 to the
consolidated financial statements under Item I of this Report relating to this
preferred stock.) On August 7, 1998 and August 11, 1998, the Company received
requests from the holders of the preferred stock, which had an aggregate
original issuance amount equal to $5 million and a higher redemption amount, to
have their shares of preferred stock redeemed. The Company believes that there
are certain legal and financial impediments to the satisfaction of these
requests, even if determined to be valid. If such redemption request is
ultimately held to be valid, the Company does not have, and probably cannot
obtain, the funds necessary to redeem the preferred stock. Currently the claims
of the preferred shareholders are included under liabilities subject to
compromise - pre petition liabilities in the consolidated balance sheets
included in Part I of this Form 10-Q.
In October 1998, the Company was delisted from the American Stock Exchange.
It now trades on the Over-the-Counter Bulletin Board. This market will likely
provide substantially less liquidity and market support for the stockholders of
the Company and materially and adversely affect the ability, if any, of the
Company to raise additional equity for any future business operations.
Additionally, the bankruptcy proceedings may have an adverse effect on the
trading in the Company's stock. There is no assurance that the Company's stock
will continue to be traded even on the Bulletin Board.
Reference also should be made to Item 1 "Business" in the Company's Annual
Report on Form 10-K filed with the Commission for the year ended December 31,
1998 for other Risk Factors. These factors include: no assurance of regulatory
approvals, government regulation; patents and proprietary rights; uncertainties
relating to product development; competition and technological change;
attraction and retention of key personnel; and product liability.
13
<PAGE>
Commitments
There are no commitments for capital expenditures at March 31, 1999.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
After the disposition of substantially all the Company's assets and
operations as discussed in Items 1 and 2 of this Report, the Company has no
exposure to market risk other than that related to market fluctuations in shares
of Gene Logic, reflected in Investments in Marketable Securities at March 31,
1999 of $1.9 million.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Reference is made to Part I, Item 3 of the Company's Annual Report
on Form 10-K for the year ended December 31, 1998 filed April 15, 1999.
Reference is also made to the discussion of the motions of The Johns Hopkins
University made in the bankruptcy proceedings under the section "Business" in
Note 1 to the Consolidated Financial Statements under Part I of this Form 10-Q.
Item 2. Changes in Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(f) Exhibits:
27.1 Financial Data Schedule.
(g) Reports on Form 8-K:
Form 8-K filed March 3, 1999 announcing the election of Joseph Shaya as
Acting President and Chief Executive Officer and containing a press release made
on February 26, 1999 announcing that the Company and its wholly-owned
subsidiary, Codon Pharmaceuticals, Inc., filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code.
14
<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 Report to be signed on its
behalf by the undersigned, there unto duly authorized.
ONCOR, INC.
Date: May 10, 1999 By: /s/ Joseph R. Shaya
-------------------------------------------
Joseph R. Shaya
Acting President and Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Date Title
- ---- -----
May 10, 1999 /s/ Jose J. Coronas Chairman of the Board
------------------------------
Jose J. Coronas
May 10, 1999 /s/ Jeffrey S. Ross Director
------------------------------
Jeffrey S. Ross
May 10, 1999 /s/ Derace L. Schaffer Director
------------------------------
Derace L. Schaffer
May 10, 1999 /s/ Timothy J. Triche Director
------------------------------
Timothy J. Triche
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 808
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,987
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,987
<CURRENT-LIABILITIES> 349
<BONDS> 0
0
0
<COMMON> 335
<OTHER-SE> (11,878)
<TOTAL-LIABILITY-AND-EQUITY> 2,987
<SALES> 720
<TOTAL-REVENUES> 720
<CGS> 385
<TOTAL-COSTS> 1,845
<OTHER-EXPENSES> (438)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (791)
<INCOME-TAX> 0
<INCOME-CONTINUING> (791)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (791)
<EPS-PRIMARY> (0.02)
<EPS-DILUTED> (0.02)
</TABLE>
