UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --- ACT OF 1934
For the quarterly period ended September 30, 1995
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to __________
Commission File Number 1-10581
BELMAC CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA No. 59-1513162
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4830 W. Kennedy Blvd., Suite 550, Tampa, FL 33609
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 286-4401
------------------------
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
--- ---
The number of shares of the Registrant's common stock outstanding as of November
15, 1995 was 2,980,984, as adjusted to give effect to the one-for-ten reverse
split effected on July 25, 1995.
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BELMAC CORPORATION
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1995
INDEX
Part I. FINANCIAL INFORMATION PAGE
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets as of September
30, 1995 (unaudited) and December 31, 1994 3
Consolidated Statements of Operations (unaudited)
for the three months ended September 30, 1995
and 1994, and the nine months ended September
30, 1995 and 1994 4
Consolidated Statement of Changes in Common
Stockholders' Equity (unaudited) for the
nine months ended September 30, 1995 5
Consolidated Statements of Cash Flows (unaudited)
for the nine months ended September 30, 1995
and 1994 6
Notes to Consolidated Financial Statements
(unaudited) 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11
Part II. OTHER INFORMATION 15
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<TABLE>
<CAPTION>
BELMAC CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands except per share data) September 30, December 31,
1995 1994
-------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 580 $ 1,321
Investments available for sale 1 215
Receivables 8,268 7,609
Inventories 1,000 1,247
Prepaid expenses and other 361 296
-------------- --------------
Total current assets 10,210 10,688
-------------- --------------
Fixed assets, net 4,012 3,618
Drug licenses and related costs, net 965 968
Other non-current assets, net 983 1,058
-------------- --------------
$16,170 $16,332
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $5,067 $5,374
Accrued expenses 2,144 2,282
Short term debt 1,220 724
Deferred revenue - 380
-------------- --------------
Total current liabilities 8,431 8,760
-------------- --------------
Non-current liabilities 500 336
-------------- --------------
Commitments and Contingencies
Redeemable preferred stock, Series A,
$1.00 par value, authorized 2,000 shares,
issued and outstanding, 70 shares 2,374 2,256
-------------- --------------
Common Stockholders' Equity:
Common stock, $.02 par value, authorized
5,000 shares, issued and outstanding,
2,978 and 2,977 60 60
Stock purchase warrants (to purchase 574
and 477 shares of common stock)
Paid-in capital in excess of par value 69,009 69,493
Stock subscriptions receivable (105) (1,550)
Accumulated deficit (63,441) (61,922)
Cumulative foreign currency translation
adjustment (658) (1,101)
-------------- --------------
4,865 4,980
-------------- --------------
$16,170 $16,332
============== ==============
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
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<TABLE>
<CAPTION>
BELMAC CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three For the Nine
(In thousands except per share data) Months Ended Months Ended
September 30, September 30,
--------------------------------- ----------------------------------
1995 1994 1995 1994
-------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
Sales $7,876 $6,239 $23,583 $19,676
Cost of sales 6,853 5,054 19,523 15,940
-------------- -------------- --------------- --------------
Gross margin 1,023 1,185 4,060 3,736
-------------- -------------- --------------- --------------
Operating expenses:
Selling, general and administrative 1,667 1,753 5,516 6,428
Research and development 94 190 341 608
Depreciation and amortization 140 123 408 377
-------------- -------------- --------------- --------------
Total operating expenses 1,901 2,066 6,265 7,413
-------------- -------------- --------------- --------------
Loss from operations (878) (881) (2,205) (3,677)
Other (income) expenses:
Interest expense 89 53 215 140
Interest income - (9) (1) (44)
Other (837) (17) (900) (122)
-------------- -------------- --------------- --------------
Net loss ($130) ($ 908) ($1,519) ($3,651)
============== ============== =============== ==============
Net loss per common share ($0.06) ($0.39) ($0.55) ($1.67)
============== ============== =============== ==============
Weighted average common shares outstanding 2,978 2,456 2,978 2,257
============== ============== =============== ==============
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
</TABLE>
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<TABLE>
<CAPTION>
BELMAC CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands except per share data)
$.02 Par Value
Common Stock
-------------------------- Additional
Paid-in Accumulated Other Equity
Shares Amount Capital Deficit Transactions Total
----------- ----------- ----------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1994 2,977 $60 $69,493 ($61,922) ($ 2,651) $4,980
Stock subscription received - - - - 562 562
Stock subscription - - (351) - 883 532
revaluation/cancellation
Common stock issued as
compensation 1 - 3 - - 3
Accrual of dividends -
preferred stock - - (118) - - (118)
Miscellaneous - - (18) - - (18)
Foreign currency translation
adjustment - - - - 443 443
Net loss - - - (1,519) - (1,519)
----------- ----------- ----------- ------------- ------------- -----------
Balance at September 30, 1995 2,978 $60 $69,009 ($63,441) ($763) $4,865
=========== =========== =========== ============= ============= ===========
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
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<TABLE>
<CAPTION>
BELMAC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands) For the Nine
Months Ended
September 30,
-------------------------------------
1995 1994
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($1,519) ($3,651)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation & amortization 408 377
Gain on sale of Belmacina(R)trademark (380) -
Cancellation of stock subscription receivable 533 -
Other non-cash items 117 120
(Increase) decrease in assets and
increase (decrease) in liabilities:
Receivables (1,007) 1,361
Inventories 199 (698)
Prepaid expenses (44) (114)
Other assets 66 210
Accounts payable and accrued expenses (795) 386
--------- ---------
Net cash used in operating activities (2,422) (2,009)
--------- ---------
Cash flows from investing activities:
Proceeds from sale of investments 214 720
Purchase of investments - (116)
Net change in fixed assets (507) -
Investment in partnership (13) (605)
Proceeds from sale of Belmacina(R) 922 778
Repayment to Evans - (793)
--------- ---------
Net cash provided by (used in)
investing activities 616 (16)
--------- ---------
</TABLE>
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
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<TABLE>
<CAPTION>
BELMAC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(In thousands) For the Nine
Months Ended
September 30,
--------------------------------
1995 1994
----- -----
<S> <C> <C>
Cash flows from financing activities:
Net increase (decrease) in debt $444 ($395)
Proceeds from private placement of common stock - 2,903
Offering costs of private placement (56) (287)
Collection of stock subscription receivable 562 457
Proceeds from conversion of stock warrants - 34
Payments on capital leases (25) (55)
------- -------
Net cash provided by financing activities 925 2,657
------- -------
Effect of exchange rate changes on cash 140 (9)
------- -------
Net (decrease) increase in cash
and cash equivalents (741) 623
Cash and cash equivalents at beginning
of period 1,321 1,552
------- -------
Cash and cash equivalents at end
of period $580 $2,175
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
The Registrant paid cash during the period
for (in thousands):
Interest $220 $172
======= =======
Taxes - $ 6
======= =======
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES
The Registrant has issued Common Stock to
settle litigation and in exchange for
services as follows (in thousands):
Shares issued 1 77
======= =======
Taxes $ 3 $1,146
======= =======
The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.
</TABLE>
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BELMAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
BASIS OF CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements of Belmac Corporation (the "Registrant"),
at September 30, 1995 and 1994, included herein, have been prepared by the
Registrant, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. It is suggested that these consolidated
financial statements be read in conjunction with the summary of significant
accounting policies and the audited consolidated financial statements and notes
thereto included in the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994.
The consolidated financial statements include the accounts of the Registrant and
its wholly owned subsidiaries: Belmac Healthcare Corporation and its wholly
owned subsidiary - Belmac Hygiene, Inc., Belmac Health Corp., B.O.G.
International Finance, Inc., Belmac Jamaica, Ltd., Chimos/LBF S.A. and its
wholly owned subsidiary - Laboratorios Belmac S.A., and Belmac Holdings, Inc.
and its wholly owned subsidiary - Belmac A.I., Inc. All significant intercompany
balances have been eliminated in consolidation. The financial position and
results of operations of the Registrant's foreign subsidiaries are measured
using local currency as the functional currency. Assets and liabilities of
foreign subsidiaries are translated at the rate of exchange in effect at the end
of the period. Revenues and expenses are translated at the average exchange rate
for the period. Foreign currency translation gains and losses not impacting cash
flows are credited to or charged against Common Stockholders' Equity. Foreign
currency transaction gains and losses arising from cash transactions are
credited to or charged against current earnings.
In the opinion of management, the accompanying unaudited consolidated financial
statements at September 30, 1995 and 1994, are presented on a basis consistent
with the audited consolidated financial statements for the year ended December
31, 1994, and contain all adjustments, consisting only of normal recurring
adjustments, necessary to present fairly the Registrant's financial position as
of September 30, 1995, and the results of its operations and its cash flows for
the nine months ended September 30, 1995 and 1994. The results of operations for
the nine months ended September 30, 1995 may not be indicative of the results to
be expected for the year.
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INVENTORIES:
Inventories are stated at the lower of cost or market, cost being determined on
the first in, first out ("FIFO") method and are comprised of the following (in
thousands):
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
---------------------- ----------------------
<S> <C> <C>
Raw Materials $217 $149
Work in Process 1 3
Finished Goods 782 1,095
---------------------- ----------------------
Total $1,000 $1,247
====================== ======================
</TABLE>
STOCK SUBSCRIPTIONS RECEIVABLE:
Marc S. Ayers, the Registrant's former Chief Financial Officer, exercised
options to purchase 6,500 shares of the Registrant's Common Stock in 1991
through the issuance of promissory notes aggregating $412,000, which provided
for interest on the outstanding balance at the rate of 8.5% per annum. The
Registrant accrued interest on such notes and reflected the principal and
interest due as a stock subscription receivable in the Common Stockholders'
Equity section of the Consolidated Balance Sheets at December 31, 1994. The
Registrant cancelled the stock subscription receivable and related interest in
the second quarter of 1995 as a result of litigation, in which a jury returned a
verdict, which although for the most part was favorable to the Registrant,
canceled the notes and related interest.
NET LOSS PER COMMON SHARE:
Primary loss per common share is computed by dividing the net loss (less
accretion of discount and accrued dividends on redeemable preferred stock) by
the weighted average number of shares of Common Stock outstanding during each
period. Common Stock equivalents were not included in the calculation of primary
loss per share as they were determined to be antidilutive.
The Registrant effected a one-for-ten reverse stock split of its Common Stock on
July 25, 1995 as a result of an amendment to its Articles of Incorporation which
was approved by the Stockholders at the Registrant's Annual Stockholders Meeting
held on June 9, 1995. The Registrant has retroactively restated all information
with respect to common shares and earnings per common share as if such reverse
stock split had been effective for all periods presented.
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<PAGE>
RECLASSIFICATIONS:
Certain prior period amounts have been reclassified to conform with the current
period's presentation format. These reclassifications are not material to the
consolidated financial statements.
SUBSEQUENT EVENTS:
PRIVATE PLACEMENTS. To finance its operations, in October 1995 the Registrant
conducted two private placements of its securities. In the first placement the
Registrant sold to certain purchasers for an aggregate purchase price of
$720,000, 120,000 shares of the Registrant's Common Stock and 12% promissory
notes in the aggregate principal amount of $720,000 (the "Notes") which become
payable in full upon the earlier of July 31, 1996 or the closing of a public
offering of the Registrant's securities (a "Public Offering"). The Notes are
convertible into shares of Common Stock, at the option of the holders thereof,
at a conversion price of the lower of $3.00 per share or 80% of the current
market price, for an aggregate of 240,000 shares of Common Stock, subject to
anti-dilution provisions. The Notes are subject to mandatory conversion at a
conversion price of $3.00 per share if no Public Offering is completed by July
31, 1996.
In the second placement, the Registrant sold to certain purchasers for an
aggregate purchase price of $1,050,000, 131,250 shares of Common Stock and 12%
promissory notes in the aggregate principal amount of $1,050,000 (the "A Notes")
which become payable in full upon the earlier of September 30, 1996 or the
completion of a Public Offering. The A Notes are subject to mandatory
conversion, at a conversion price equal to the average closing price for the
Common Stock quoted on the American Stock Exchange for the five trading days
immediately preceding September 30, 1996, if no Public Offering is completed by
September 30, 1996.
SETTLEMENT OF LITIGATION. In December 1995, the Registrant entered into a
Settlement Agreement with Jean Francois Rossignol, Marc S. Ayers and Romark
Laboratories, L.C., whereby all parties agreed to settle all claims relative to
this matter and Rossignol agreed to pay to the Registrant the full amount of the
$360,000 promissory note dated August 13, 1993 due to the Registrant in three
installments. The first installment of $160,000 was paid upon execution of the
Settlement Agreement and the remaining two installments of $100,000 each are due
in January and March 1996, respectively. Consequently, the Registrant has
included such amounts in Other (Income) Expense for the nine months ended
September 30, 1995.
SHAREHOLDERS MEETING. At a Special Meeting of Shareholders held on December 8,
1995, the shareholders of the Registrant approved proposals to increase the
number of authorized shares of Common Stock from 5,000,000 to 20,000,000 and to
change the name of the Registrant to Bentley Pharmaceuticals, Inc.
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<PAGE>
BELMAC CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
THREE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS THREE MONTHS ENDED SEPTEMBER 30,
1994
The Registrant reported revenues of $7,876,000 and a net loss of $130,000 or
$.06 per share for the three months ended September 30, 1995 compared to
revenues of $6,239,000 and a net loss of $908,000 or $.39 per share for the same
period in the prior year.
The 26% increase in revenues is primarily attributable to an increase in sales
by the Registrant's French subsidiary, Chimos/LBF S.A., which distributes
specialty pharmaceutical products and fine chemicals in France. Gross margins
for the quarter ended September 30, 1995 averaged 13.0% compared with 19.0% in
the comparable quarter of the prior year. The lower margins result primarily
from a combination of (a) a charge of approximately $423,000 to cost of sales,
representing an increase in the Registrant's reserves for slow moving or
obsolete inventory at the Registrant's Spanish subsidiary, and (b) the lower
gross margins experienced by the Registrant's distribution operations in France
(Chimos/LBF S.A.), which sales accounted for approximately 81% of the
Registrant's consolidated revenues. The lower gross margins experienced by the
Registrant in France were only partially offset in Spain, where Laboratorios
Belmac, S.A. is experiencing margins substantially higher than those in France.
Selling, general and administrative expenses were $1,667,000 for the three
months ended September 30, 1995 compared to $1,753,000 for the same period in
the prior year. The 5% decrease is primarily attributable to cost control
measures implemented by the Registrant. The Registrant intends to continue its
efforts to control general and administrative expenses as part of its austerity
program in its effort to reach and maintain profitability.
Research and development expenses were $94,000 for the quarter ended September
30, 1995 compared to $190,000 for the same period of the prior year. The 51%
decrease reflects the results of a thorough review of all research and
development activities and the establishment of priorities based upon both
technical and commercial criteria. During this period, the Registrant did not
commence any new research and development programs. The Registrant intends to
continue to carefully manage its research and development expenditures in the
future in view of its limited resources.
Interest expense was $89,000 for the quarter ended September 30, 1995 compared
to $53,000 for the same period of the prior year. The 68% increase reflects
interest cost on higher average outstanding balances on revolving lines of
credit, which are used to finance working capital needs. Other income/expense of
$837,000 for the three months ended September 30, 1995 is primarily comprised of
income from the Registrant's contract manufacturing arrangements in Spain with
several pharmaceutical concerns and $360,000 related to settlement of litigation
(see "Subsequent Events" in Notes to Consolidated Financial Statements).
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<PAGE>
NINE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS NINE MONTHS ENDED SEPTEMBER 30, 1994
The Registrant reported revenues of $23,583,000 and a net loss of $1,519,000 or
$.55 per share for the nine months ended September 30, 1995 compared to revenues
of $19,676,000 and a net loss of $3,651,000 or $1.67 per share for the same
period in the prior year.
The 20% increase in revenues is primarily attributable to an increase in sales
by the Registrant's French subsidiary, Chimos/LBF S.A., which distributes
specialty pharmaceutical products and fine chemicals in France. Gross margins
for the nine months ended September 30, 1995 remained consistent at 19% when
compared to the comparable period of the prior year, excluding the effect of the
$423,000 charge to cost of sales in the third quarter, representing an increase
in the Registrant's reserves for slow moving or obsolete inventory in Spain. The
Registrant's distribution operations in France (Chimos/LBF S.A.) generate
relatively low gross margins as opposed to the Registrant's Spanish subsidiary,
Laboratorios Belmac S.A., which is experiencing substantially higher margins.
Selling, general and administrative expenses were $5,516,000 for the nine months
ended September 30, 1995 compared to $6,428,000 for the same period in the prior
year. The 14% decrease is primarily attributable to cost control measures
implemented by the Registrant. The Registrant intends to continue its efforts to
control general and administrative expenses as part of its austerity program in
its effort to reach and maintain profitability.
Research and development expenses were $341,000 for the nine months ended
September 30, 1995 compared to $608,000 for the same period of the prior year.
The 44% decrease reflects the results of a thorough review of all research and
development activities and the establishment of priorities based upon both
technical and commercial criteria. During this period, the Registrant did not
commence any new research and development programs. The Registrant intends to
continue to carefully manage its research and development expenditures in the
future in view of its limited resources.
Interest expense was $215,000 for the nine months ended September 30, 1995
compared to $140,000 for the same period of the prior year. The 54% increase
reflects interest cost on higher average outstanding balances on revolving lines
of credit, which are used to finance working capital needs. Other income/expense
of $900,000 for the nine months ended September 30, 1995 is primarily comprised
of $360,000 related to settlement of litigation (see "Subsequent Events" in
Notes to Consolidated Financial Statements) and the $380,000 gain recognized
upon the sale of the Registrant's Belmacina trademark in Spain, which was
previously reflected in the Registrant's consolidated financial statements as
deferred revenue as of December 31, 1994. The Registrant has since transferred
the trademark to the purchaser and collected the balance of the related
receivable in the fourth quarter of 1995. Also included, is income from the
Registrant's contract manufacturing arrangements with several pharmaceutical
concerns, offset by a charge for cancellation of the stock subscription
receivable and related interest from a former officer of the Registrant (see
"Stock Subscriptions Receivable" in Notes to Consolidated Financial Statements).
One-half of the loss (approximately $37,000) incurred by Maximed
Pharmaceuticals, the Registrant's partnership with Maximed Corporation, is also
included in Other income/expense in the nine months ended September 30, 1995.
Although the Registrant is in a dispute with, and
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has filed an action against, its partner, and has ceased funding the
partnership's activities until such dispute is resolved, appropriate operating
costs have been accrued and charged to operations during the nine months ended
September 30, 1995 (See "Item 1. Legal Proceedings").
LIQUIDITY AND CAPITAL RESOURCES:
Total assets decreased from $16,332,000 at December 31, 1994 to $16,170,000 at
September 30, 1995, while Common Stockholders' Equity decreased from $4,980,000
at December 31, 1994 to $4,865,000 at September 30, 1995. The decrease in Common
Stockholders' Equity reflects primarily the loss incurred by the Registrant for
the period, which was partially offset by $562,000 received from a stock
subscription receivable and fluctuation in the exchange rates of European
currencies compared to the U. S. Dollar.
The Registrant's working capital decreased from $1,928,000 at December 31, 1994
to $1,779,000 at September 30, 1995. Receivables increased from $7,609,000 at
December 31, 1994 to $8,268,000 at September 30, 1995 primarily due to the
continued growth in sales volume at the Registrant's French subsidiary,
Chimos/LBF. During the period, the Registrant collected approximately $922,000
of the $1,140,000 receivable due at December 31, 1994 from the sale of its
ciprofloxacin antibiotic, Belmacina, in Spain. Inventories decreased from
$1,247,000 at December 31, 1994 to $1,000,000 at September 30, 1995 primarily
due to an increase in the Registrants' reserves for slow moving or obsolete
inventory in Spain of $423,000. The combined total of accounts payable and
accrued expenses also remained relatively unchanged at September 30, 1995 as
compared to December 31, 1994, decreasing $445,000 or less than 6%. Short term
debt increased from $724,000 at December 31, 1994 to $1,220,000 at September 30,
1995 due to higher balances on revolving lines of credit used for working
capital purposes (primarily the purchase of inventories in France).
Investing activities, including the collection of approximately $922,000 from
the 1994 sale of Belmacina, proceeds from the sale of investments available for
sale of $214,000, an investment in the Registrant's Spanish manufacturing
facilities of approximately $507,000 and in the Belmac/Maximed Partnership (see
Item 1. Legal Proceedings) of $13,000, provided net cash of $616,000 during the
nine months ended September 30, 1995. Financing activities (primarily collection
of a stock subscription receivable and proceeds from borrowings on lines of
credit) provided net proceeds of $925,000 for the nine months ended September
30, 1995. Operating activities for the nine months ended September 30, 1995
required net cash of $2,422,000.
A substantial amount of the Registrant's business is conducted in France and
Spain and is therefore influenced by the extent to which there are fluctuations
in the dollar's value against such countries' currencies. The effect of foreign
currency fluctuations on long lived assets for the nine months ended September
30, 1995 was an increase of $443,000 and the cumulative historical effect was a
decrease of $658,000 as reflected in the Registrant's Consolidated Balance
Sheets in the "Liabilities and Stockholders' Equity" section. Although exchange
rates fluctuated significantly in recent months, the Registrant does not believe
that the effect of the foreign currencies fluctuation is material to the
Registrant's results of operations. Accordingly, the Registrant does
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<PAGE>
not anticipate altering its business plans and practices to compensate for
future currency fluctuations.
The Registrant continues to experience negative cash flows from operating
activities, and completed private placements of its securities totalling
$1,770,000 (see "Subsequent Events" in Notes to Consolidated Financial
Statements) during October 1995 in order to fund its operations. The Registrant
may seek to enter into a partnership or other collaborative funding arrangement
with respect to future clinical trials of its products under development. The
Registrant will likely need to secure additional financing during 1996 in order
to continue to fund its operating activities and expects to arrange for such
financing through the private and/or public sale of securities. There can be no
assurance that the Registrant can secure such financing under favorable terms,
if at all. The Registrant, however, continues to explore alternative sources for
financing its business. In appropriate situations, that will be strategically
determined, the Registrant may seek financial assistance from other sources,
including contribution by others to joint ventures and other collaborative or
licensing arrangements for the development, testing, manufacturing and marketing
of products and the sale of a minority interest in, or certain of the assets of,
one or more of its subsidiaries. Management expects that if it is successful in
completing the financing arrangements that it is actively pursuing, by carefully
prioritizing research and development activities, and continuing its austerity
program, the Registrant should have sufficient liquidity to fund operations
through 1996.
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<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Belmac Hygiene, Inc. ("Hygiene"), a subsidiary of the Registrant, filed an
action on December 9, 1994 in the United States District Court for the Southern
District of New York against Medstar, Inc. ("Medstar"), Maximed, Inc.
("Maximed") and Robert S. Cohen. The defendants are Hygiene's partners (or such
partner's control persons) in Belmac/Maximed Partnership (the "Partnership"),
which was formed for the development and ultimate sale of Maximed's intra-
vaginal controlled release products. The action seeks (i) to enjoin the
defendants from interfering with the management of the Partnership by Hygiene's
representatives, and (ii) to recover damages as a result of defendants'
misrepresentations and breach of warranty in the Partnership agreement. The
defendants have filed a counterclaim against Hygiene. Medstar also filed a
separate action on May 4, 1995 in the United States District Court for the
Southern District of New York against the Registrant alleging that Hygiene
failed to fund the Partnership and seeking $10,000,000 from the Registrant
pursuant to its guaranty of Hygiene's obligations. Management of the Registrant
views both Medstar's claim and the counterclaim of Medstar, Maximed and Robert
S. Cohen to be frivolous and entirely without merit and intends to vigorously
pursue the Registrant's claims and to defend both Medstar's action and the
counterclaim. The issues were tried without a jury on August 21 through 23,
1995. Thereafter, post-trial briefs and proposed findings of fact and
conclusions of law were submitted, and argument was heard on October 25, 1995.
However, a decision has not yet been rendered.
On December 6, 1995, the Registrant entered into a settlement agreement (the
"Settlement Agreement") with Dr. Jean-Francois Rossignol ("Rossignol"), the
Registrant's former Chief Executive Officer and former Chairman of its Board of
Directors, Romark Laboratories, L.C. and Marc S. Ayers, the Registrant's former
Executive Vice President/Chief Financial Officer and a former member of its
Board of Directors. The Settlement Agreement relates to the arbitration
commenced by Rossignol in April 1995 (American Arbitration Association Case No.
33-133-00050-95) to recover unspecified damages for the alleged breach of a
written agreement between Rossignol and the Registrant dated August 13, 1993 and
the action filed by the Registrant in April 1995 seeking a stay of the
arbitration commenced by Rossignol, repayment of a $360,000 promissory note and
damages resulting from Rossignol's alleged fraudulent activities in connection
with the sale to the Registrant of the rights to certain pharmaceuticals (Belmac
v. Rossignol, et. al., Case No. 95-2605, in the Circuit Court of the Thirteenth
Judicial Circuit, State of Florida, Hillsborough County Civil Division). Under
the terms of the Settlement Agreement, Rossignol agreed to pay to the Registrant
the full amount of the promissory note in three installments, the first of which
($160,000) was paid upon execution of the Settlement Agreement and the remaining
two ($100,000 each) are due in January and March 1996, respectively.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
None.
(b) Reports on Form 8-K filed during the quarter
ended September 30, 1995:
Report on Form 8-K dated September 30, 1995,
regarding private placements of its
securities (Items 5 and 7).
Report on Form 8-K dated December 6, 1995,
regarding settlement of litigation (Items 5
and 7).
All other items required in Part II have been previously filed or are not
applicable for the quarter ended September 30, 1995.
-15-
<PAGE>
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.
BELMAC CORPORATION
Registrant
December 20, 1995 By: /s/ James R. Murphy
-------------------
James R. Murphy
Chairman of the Board, President
and Chief Executive Officer
(principal executive officer)
December 20, 1995 By: /s/ Michael D. Price
--------------------
Michael D. Price
Vice President, Chief Financial Officer,
Treasurer and Secretary (principal financial
and accounting officer)
<PAGE>
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