SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
- --- ------------------------------------------------------------
EXCHANGE ACT OF 1934
--------------------
For the quarterly period ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- -------------------------------------------------------------------
EXCHANGE ACT OF 1934
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Commission File Number: 0-18399
FOUNTAIN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 62-1386759
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7279 Bryan Dairy Road, Largo, Florida 33777
(Address of Principal Executive Offices)
(813) 548-0900
(Registrant's telephone number, including area code)
Check whether the Registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
(1) Yes X No
-----
(2) Yes X No
-----
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the Registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
after the distribution of securities under a plan confirmed by court.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the Registrant's
classes of Common Stock, as of February 11, 1998:
Common Stock, par value $.001 - 2,375,797
Class B Common Stock, par value $.001 - 4,505
Transitional Small Business Disclosure Format:
Yes No X
2
<PAGE>
FOUNTAIN PHARMACEUTICALS, INC.
INDEX
Page
Part I. Financial Information*
Item 1. Financial Statements (Unaudited)
Balance Sheets - September 30, 1997, 4
and December 31, 1997 (Unaudited)
Statements of Operations - for the three 5
months ended December 31, 1997 and 1996
(Unaudited)
Statement of Stockholders' Equity - 6
for the period from September 30, 1997
through December 31, 1997 (Unaudited)
Statements of Cash Flows - for the three 7
months ended December 31, 1997 and 1996
(Unaudited)
Notes to Condensed Financial Statements 8
(Unaudited)
Item 2. Management's Discussion and 9
Analysis or Plan of Operation
Part II. Other Information
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote 13
of Security Holders
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14
* The accompanying financial information is not covered by an Independent
Certified Public Accountant's Report.
3
<PAGE>
FOUNTAIN PHARMACEUTICALS, INC.
BALANCE SHEETS
ASSETS
December 31,
1997 September 30,
(Unaudited) 1997
----------- ------------
Current assets:
Cash and cash equivalents $ 2,016,342 $ 2,371,071
Accounts receivable 124,122 109,808
Inventories 97,737 95,678
Prepaid expenses 22,842 31,360
----------- -----------
Total current assets 2,261,043 2,607,917
Furniture and equipment, less accumulated
depreciation ($257,839, December 31,
1997; $254,699, September 30, 1997) 7,456 9,360
Patent costs, less accumulated amortization
($19,418, December 31, 1997; $22,064
September 30, 1997 137,779 138,036
Other assets 6,595 6,595
----------- -----------
Total assets $ 2,412,873 $ 2,761,908
=========== ===========
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31,
1997 September 30,
(Unaudited) 1997
------------ ------------
<S> <C> <C>
Current liabilities:
Notes payable, officer $ 20,000 $ 40,000
Current portion of liabilities not
subject to compromise 24,945 29,469
Current portion of liabilities
subject to compromise 70,041 92,298
Accounts payable and accrued expenses 100,114 123,402
---------- ----------
Total current liabilities 215,100 285,169
---------- ----------
Liabilities not subject to compromise, non-current 2,584
----------
Stockholders' equity:
Preferred stock, par value $.001,
2,000,000 shares authorized, issued
and outstanding (1.2 votes per share) 2,000 2,000
Common stock, par value $.001, 50,000,000
shares authorized; 2,375,802, December 31,
1997; 47,516,049, September 30, 1997, shares
issued and outstanding (1 vote per share) 2,376 47,516
Class B common stock; par value $.001,
5,000,000 shares authorized; 4,505, December
31, 1997; 90,100 September 30, 1997, shares
issued and outstanding (5 votes per share) 5 90
Additional paid-in capital 17,056,449 17,011,224
Accumulated deficit (14,863,057) (14,586,675)
---------- ----------
Total stockholders' equity 2,197,773 2,474,155
---------- ----------
Total liabilities and stockholders' equity $ 2,412,873 $ 2,761,908
=========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE>
FOUNTAIN PHARMACEUTICALS, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended December 31
------------------------------
1997 1996
---- ----
Revenue $ 37,862 $109,920
Cost of sales 13,897 39,086
-------- --------
Gross profit 23,965 70,834
-------- --------
Operating expenses:
Research and development 78,654 61,403
General and administrative 128,512 87,941
Selling 115,804 58,583
Depreciation and amortization 4,804 8,420
-------- --------
Total operating expenses 327,774 216,347
-------- --------
Loss from operations ( 303,809) ( 145,513)
-------- --------
Other income (expenses):
Interest income 31,429
Interest expense ( 4,006) ( 5,706)
Other income (expense) 4 ( 3,046)
-------- --------
Total other income (expenses) 27,427 ( 8,752)
-------- --------
Net loss ($276,382) ($154,265)
======== ========
Earnings per share:
Net loss per share ($ .12) ($ .06)
===== =====
Weighted average number of shares outstanding: 2,380,307 2,380,307
========= =========
See notes to financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
FOUNTAIN PHARMACEUTICALS, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 30, 1997 THROUGH DECEMBER 31, 1997
(UNAUDITED)
Class B
Common Stock Common Stock Preferred Stock Additional
Shares Amount Shares Amount Shares Amount Paid-in Capital
------ ------ ------ ------ ------ ------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances
October 1, 1997 47,516,049 $47,516 90,100 $90 2,000,000 $2,000 $17,011,224
Reverse Stock Split (45,140,247) ( 45,140) (85,595) ( 85) 45,225
Net Loss for the Period
----------- ------- ------ --- --------- ------ -----------
Balances,
December 31, 1997 2,375,802 $ 2,376 4,505 $ 5 2,000,000 $2,000 $17,056,449
=========== ======= ====== === ========= ====== ===========
(TABLE CONTINUED)
Accumulated
Deficit Total
-------------- -----
Balances
October 1, 1997 ($14,586,675) $2,474,155
Reverse Stock Split
Net Loss for the Period ( 276,382) ( 276,382)
------------ ----------
Balances,
December 31, 1997 ($14,863,057) $2,197,773
=========== ==========
</TABLE>
See notes to financial statements.
6
<PAGE>
<TABLE>
<CAPTION>
FOUNTAIN PHARMACEUTICALS, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended December 31
--------------------------------------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net (loss) ($276,382) ($154,265)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation 3,140 7,579
Amortization 257 841
Increase (decrease) in cash due to
changes in:
Accounts receivable ( 14,314) 142,921
Inventories ( 2,059) ( 1,671)
Prepaid expenses and other assets 8,518 16,878
Accounts payable and accrued expenses ( 23,288) ( 41,129)
-------- --------
Net cash used in operating activities ( 304,128) ( 28,779)
-------- --------
Cash flows from investing activities:
Deferred patent costs incurred ( 7,007)
Acquisition of furniture and equipment ( 1,236)
-------- --------
Net cash used in investing activities ( 1,236) ( 7,007)
-------- --------
Cash flows from financing activities:
Repayment of liabilities under
Reorganization Plan ( 29,365) ( 27,968)
Repayment of officer loan ( 20,000)
-------- --------
Net cash used in financing activities ( 49,365) ( 27,968)
-------- --------
Increase (decrease) in cash and
cash equivalents ( 354,729) ( 63,754)
Cash and cash equivalents at
beginning of period 2,371,071 66,647
--------- --------
Cash and cash equivalents at end of period $2,016,342 $ 2,893
========== ========
</TABLE>
See notes to financial statements.
7
<PAGE>
FOUNTAIN PHARMACEUTICALS, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996
(UNAUDITED)
1. The financial statements and notes thereto should be read in
conjunction with the financial statements and notes for the year ended
September 30, 1997.
2. In the opinion of management, all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation of the
results of operations for the periods presented have been included. The
results of operations for the three months ended December 31, 1997 and
1996 are not necessarily indicative of the results for a full year.
3. The Company completed a one for twenty reverse stock split on December
11, 1997. At December 31, 1997, the Company had not repurchased
fractional shares associated with this reverse stock split. All
weighted average shares and per share amounts have been calculated by
giving retroactive effect of the reverse stock split to the earliest
period presented.
8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Background
During the quarter ended December 31, 1995, the Company emerged from
bankruptcy proceedings which commenced in November 1994. During and subsequent
to the bankruptcy proceedings, the principal source of the Company's revenues
has been from sales of its sunscreen products to licensees who act as
distributors and from royalties which are earned as the result of the subsequent
sale of these products by such distributors.
While in bankruptcy, the Company was able to successfully reorganize
its operations and finances. It achieved significant reductions in overhead and
other costs of operations, while recognizing an increase in revenues and a
redirection of its marketing efforts to focus upon its licensing arrangements.
The Company's Plan of Reorganization, which was approved and became
effective on December 20, 1995 (the "Plan"), resulted in, among other things, a
substantial reduction in the Company's outstanding liabilities, an infusion of
capital by the Company's Chief Executive Officer through the purchase of newly
issued shares of the Company's Common Stock and the Company's emergence from the
bankruptcy proceedings. On July 25, 1996, the U.S. Bankruptcy Court issued a
final decree stating the Court no longer has jurisdiction over matters in
connection with the bankruptcy.
In July 1997, the Company completed a private placement of 2,000,000
newly-designated and issued shares of Series A Convertible Preferred Stock to
Fountain Holdings, LLC, a Wyoming limited liability company, controlled by
Joseph S. Schuchert, Jr. As a result of the Private Placement, the Company
obtained additional working capital of $2.5 million, which it intends to utilize
to enhance the expansion of the Company's sales and marketing program, as well
as to further the Company's research and development efforts.
In order to facilitate the conversion of the Company's Preferred Stock
and to enhance the market price and liquidity of the Company's Common Stock, the
Company has undertaken a one for twenty reverse stock split, specifically, a
conversion of every twenty issued and outstanding shares into one share of the
same class of Common Stock (the "Reverse Stock Split"). The Reverse Stock Split
became effective on December 11, 1997. As a result of the Reverse Stock Split,
the Company has 2,380,302 shares of Common Stock (including Class B) outstanding
as of February 11, 1998.
Results of Operations
During the quarter ended December 31, 1997, the Company realized a net
loss of $276,382 on revenues of $37,862, compared to net loss of $154,265 on
revenues of $109,920 for the quarter ended December 31, 1996. The increase in
losses and decrease in revenues from the prior year's quarter ended December 31,
1996, is attributable primarily to discontinued services in the quarter ended
December 31, 1997, and advance orders in the quarter ended December 31, 1996,
from a European licensee in anticipation of sunscreen product promotion for the
1997 summer season. Management believes that this particular quarter is the low
point of its fiscal
9
<PAGE>
year due to the seasonal nature of its principal product, a sunscreen.
Management also anticipates that this seasonality of revenues will be reduced in
time as the Company's product line and geographic expansion continues. Expenses
relating to increased sales and marketing efforts have also contributed to the
increase in losses from the quarter ending December 31, 1996.
During the quarter, the Company incurred operating expenses of
$327,774, a 51.5% increase over operating expenses of $216,347 in the quarter
ended December 31, 1996. This increase in expenses was primarily due to
increased sales and marketing efforts relating to existing and new markets,
research and development relating to new projects and formulations, fees in
connection with the Reverse Stock Split, and the Company's complaint filed
against Dermik Laboratories on November 25, 1997 (see "Part II - Item 1 - Legal
Proceedings") and additional personnel.
Liquidity and Capital Resources
From inception through the quarter ended June 30, 1994, the Company's
principal sources of working capital were derived from a series of private
financing transactions and an initial public offering in 1990. As a result of
the Company's declining equity and assets, the Company's securities were
delisted from The NASDAQ SmallCap Market(sm) during May 1994 and the securities
have since traded on the less liquid market of the OTC Bulletin Board.
During the period from the quarter ended June 30, 1994 throughout the
bankruptcy proceedings, the Company's operations were funded primarily through
sales of products and from royalties. Under the terms of the Plan, the
liabilities of the Company were reduced by approximately 55% and the Company
obtained working capital of $250,000 as the result of the purchase by the
Company's Chief Executive Officer of 25,000,000 shares of the Company's Common
Stock at a purchase price of $.01 per share in December 1995.
Under the Plan, the Company was subject to $319,278 of pre-bankruptcy
liabilities to be paid under the Plan over a maximum of thirty-three months
which commenced February 1996. Presently, pre-bankruptcy liabilities amount to
$94,986. Payments pursuant to the Plan were current as of December 31, 1997, and
management expects all such required payments to be made on a timely basis.
As of December 31, 1997, the Company had working capital of $2,045,943,
a decrease of $276,805 from the level of working capital of $2,322,748 as of
September 30, 1997, and a $1,972,990 increase from the Company's working capital
of $72,953 as of December 31, 1996. Such increase in working capital is
primarily attributable to the sale of $2.5 million of Preferred Stock in July
1997. During Fiscal 1997, the Company's other principal sources of working
capital were derived from revenues, a $100,000 line of credit with First Union
National Bank of Florida, and short term advances of $80,000 from the Company's
Chief Executive Officer. As of December 31, 1997, the Company had no outstanding
balance under its line of credit.
During July 1997, the Company completed a Private Placement of
2,000,000 shares of Series A Convertible Preferred Stock to Fountain Holdings,
LLC. As a result of the Private Placement, the Company obtained additional
working capital of $2.5 million, which management
10
<PAGE>
believes will enhance the expansion of the Company's sales and marketing
program, as well as further the Company's research and development efforts. The
Preferred Stock is convertible at the election of the holder, into shares of the
Company's Common Stock, which currently represents approximately one-third of
the Company's outstanding stock on a post-conversion basis. Prior to conversion,
the holders of the Preferred Stock have the right to elect a majority of the
Company's Board of Directors and to vote as a class on all matters that require
a vote of stockholders. See "Part II - Item 5 - Other Information."
In order to facilitate the conversion of the Company's Preferred Stock
and to enhance the market price and liquidity of the Company's Common Stock, the
Company has undertaken a one for twenty reverse stock split, specifically, a
conversion of every twenty issued and outstanding shares into one share of the
same class of Common Stock. As of October 9, 1997, the Board of Directors of the
Company adopted resolutions authorizing the Reverse Stock Split. As of November
12, 1997, the Reverse Stock Split was also duly authorized and approved by the
holders of the majority of the Common Stock and by all of the holders of the
Company's Preferred Stock by written consent in lieu of a special meeting. As of
November 19, 1997, the Company furnished an Information Statement to the holders
of shares of Common Stock and Class B Common Stock providing notice of the
Reverse Stock Split to such stockholders. The Reverse Stock Split became
effective on December 11, 1997. As a result of the Reverse Stock Split, the
Company has 2,380,302 shares of Common Stock (including Class B) outstanding as
of February 11, 1998.
Effects of Inflation
The Company does not expect inflation to materially effect its results
of operations, however, it does expect that its operating costs and the cost of
capital equipment to be acquired in the future may be subject to general
economic and inflationary pressures.
11
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
On November 25, 1997, the Company filed a complaint (Docket No.:
November Term 1997, No. 3611) in the Court of Common Pleas for Philadelphia
County, against Dermik Laboratories, Inc., alleging a breach and improper
termination by Dermik of the parties' contract to distribute Daylong(R)
sunscreen products.
Item 2. Changes in Securities
On July 17, 1997, the Company completed the sale of 2,000,000
newly-designated and issued shares of Series A Convertible Stock (the "Preferred
Stock") in a private placement transaction that resulted in a change of control
of the Company. The Preferred Stock was sold for $2.5 million in a private
transaction to Fountain Holdings, LLC ("Holdings"), a Wyoming limited liability
company, controlled by Mr. Joseph S. Schuchert, Jr., who joined the Board of
Directors of the Company in connection with such transaction. The Preferred
Stock is convertible at the election of the holder into shares of the Company's
Common Stock, which currently represents approximately one-third of the
Company's outstanding stock on a post- conversion basis. Prior to conversion,
the holders of the Preferred Stock have the right to elect a majority of the
Company's Board of Directors and to vote as a class on all matters that require
a vote of stockholders. See "Item 5 - Other Information."
In order to facilitate the conversion of the Company's Preferred Stock
and to enhance the market price and liquidity of the Company's Common Stock, the
Company has undertaken a one for twenty reverse stock split, specifically, a
conversion of every twenty issued and outstanding shares into one share of the
same class of Common Stock. As of October 9, 1997, the Board of Directors of the
Company adopted resolutions authorizing the Reverse Stock Split.
As of November 12, 1997, the Reverse Stock Split was also duly
authorized and approved by 52.2% of the holders of the majority of the Common
Stock and 100% of the holders of the Company's Preferred Stock by written
consent in lieu of a special meeting. See "Item 4 Submission of Matters to a
Vote of Security Holders."
As of November 19, 1997, the Company furnished an Information Statement
to the holders of shares of Common Stock and Class B Common Stock providing
notice of the Reverse Stock Split to such stockholders. The Reverse Stock Split
became effective on December 11, 1997.
Item 3. Defaults upon Senior Securities
None.
12
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
On November 12, 1997, the Reverse Stock Split was duly authorized and
approved by 52.2% of the holders of the majority of the Common Stock and by 100%
of the holders of the Company's Preferred Stock by written consent in lieu of a
special meeting.
Item 5. Other Information
a. Change in Board of Directors
In conjunction with the sale of the Preferred Stock, the Company
reconstituted its Board of Directors to consist of Messrs. John C. Walsh and
James E. Fuchs as continuing directors and Dr. Christopher Brown and Mr. Joseph
S. Schuchert, Jr., as newly-designated nominees of Holdings.
As of December 11, 1997, Ms. Carol Rae joined the Board of Directors as
a nominee of Holdings. Ms. Rae was appointed pursuant to the exercise of certain
rights granted to holdings in connection with the sale of the Preferred Stock
which entitles the holder thereof to elect a majority of the Company's
Directors. Ms. Rae was appointed by resolution of the Board of Directors adopted
at a meeting on October 9, 1997, subject to the notice to stockholders pursuant
to an Information Statement which was sent to the Company's stockholders on
November 19, 1997. See "Item 2 - Changes in Securities."
b. General
When used in this Quarterly Report on Form 10-QSB, the words "may",
"will", "expect", "anticipate", "continue", "estimate", "intend", and similar
expressions are intended to identify forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934 regarding events, conditions and financial
trends which may affect the Company's future plans of operations, business
strategy, operating results and financial position. Such statements are not
guarantees of future performance and are subject to risks and uncertainties and
actual results may differ from those included within the forward-looking
statements as a result of various factors. Such factors include, among others:
(i) the Company's ability to retain existing or obtain additional licensees who
act as distributors of its products; (ii) the Company's ability to obtain
additional patent protection for its encapsulation technology; and (iii) other
economic, competitive and governmental factors affecting the Company's
operations, market, products and services. Additional factors are described in
the Company's other public reports and filings with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date made. The Company
undertakes no obligation to publicly release the result of any revision of these
forward-looking statements to reflect events or circumstances after the date
they are made or to reflect the occurrence of unanticipated events.
13
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 27 - Financial Data Schedule (Electronic filing only).
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K on December 23,
1997, for the purpose of reporting the appointment of Ms.
Carol Rae as an addition to the Board of Directors and the
Reverse Stock Split effective date of December 11, 1997.
14
<PAGE>
FOUNTAIN PHARMACEUTICALS, INC.
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.
FOUNTAIN PHARMACEUTICALS, INC.
Dated: February 13, 1998 /s/John C. Walsh
----------------
JOHN C. WALSH,
Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF FOUNTAIN PHARMACEUTICALS, INC. FOR THE THREE MONTHS
ENDED DECEMBER 31, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,016
<SECURITIES> 0
<RECEIVABLES> 124
<ALLOWANCES> 0
<INVENTORY> 98
<CURRENT-ASSETS> 2,261
<PP&E> 265
<DEPRECIATION> 258
<TOTAL-ASSETS> 2,413
<CURRENT-LIABILITIES> 215
<BONDS> 0
0
2
<COMMON> 2
<OTHER-SE> 2,193
<TOTAL-LIABILITY-AND-EQUITY> 2,413
<SALES> 38
<TOTAL-REVENUES> 38
<CGS> 14
<TOTAL-COSTS> 328
<OTHER-EXPENSES> (32)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4
<INCOME-PRETAX> (276)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (276)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> (.12)
</TABLE>
