UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the six month period ended January 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____ to _____
Commission file number 000-23399
FLEMINGTON PHARMACEUTICAL CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 22-2407152
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
31 State Highway 12
Flemington, New Jersey 08822
(Address of Principal Executive Offices) (Zip Code)
(908)782-3431
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant filed all documents and reports required to
be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. 14,391,567 shares of common
stock outstanding as of March 14, 2002.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (check one): Yes [ ] No [X]
FLEMINGTON PHARMACEUTICAL CORPORATION
BALANCE SHEETS
January 31, July 31,
2002 2001
----------- ----------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 3,246,000 $ 585,000
Accounts receivable - trade, less
allowance for doubtful accounts of
$15,000 at January 31, 2002 and and
$9,000 at July 31, 2001 138,000 92,000
Prepaid expenses and other current assets 92,000 57,000
--------- ---------
Total Current Assets 3,476,000 734,000
--------- ---------
FURNITURE, FIXTURES, AND EQUIPMENT, LESS
ACCUMULATED DEPRECIATION 220,000 167,000
DEMAND NOTE RECEIVABLE, OFFICER - 60,000
DUE FROM JOINT VENTURE PARTNER FOR
REIMBURSABLE EXPENSES 10,000 6,000
OTHER ASSETS 18,000 17,000
--------- ---------
$ 3,724,000 $ 984,000
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable trade $ 125,000 $ 11,000
Accrued expenses 226,000 77,000
--------- ---------
Total Current Liabilities 351,000 88,000
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock, $.01 par value:
Authorized 1,000,000 shares, none issued
Common stock, $.001 par value:
Authorized 50,000,000 shares
Issued and outstanding - 11,724,900
shares in 2002 and 7,724,900
shares in 2001 12,000 8,000
Additional paid-in capital 9,431,000 6,411,000
Accumulated Deficit (6,070,000) (5,523,000)
--------- ---------
Total Stockholders' Equity (Deficiency) 3,373,000 896,000
--------- ---------
$3,724,000 $ 984,000
========= =========
See accompanying notes to financial statements.
-2-
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
January 31, January 31,
------------------ ------------------
2002 2001 2002 2001
------- ------ ------ ------
CONSULTING REVENUES $ 183,000 $ 76,000 $ 255,000 $ 141,000
CONSULTING, SELLING, GENERAL
AND ADMINISTRATIVE EXPENSES 548,000 467,000 872,000 894,000
------------------- ------------------
LOSS FROM OPERATIONS (365,000) (391,000) (617,000) (753,000)
BUYOUT OF CONSULTANT'S CONTRACT (33,000) - (33,000) -
INTEREST INCOME 10,000 3,000 15,000 13,000
------------------ ------------------
NET LOSS BEFORE TAXES (388,000) (388,000) (635,000) (740,000)
DEFERRED INCOME TAX BENEFIT 88,000 47,000 88,000 47,000
------------------ ------------------
NET LOSS $(300,000) $(341,000) $(547,000) $(693,000)
================== ==================
BASIC AND DILUTED LOSS
PER SHARE $ (.03) $ (.06) $ (.06) $ (.12)
================== ===================
SHARES USED IN COMPUTATION
OF BASIC AND DILUTED
LOSS PER SHARE 9,942,291 5,881,237 8,833,596 5,879,889
==================== ====================
See accompanying notes to financial statements.
-3-
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
Common Stock
------------------- Stockholders'
Par Paid-in Accumulated Equity
Shares Value Capital Deficit (Deficiency)
------------------------------------------------------------------------------
BALANCE,
JULY 31, 2001 7,724,900 $ 8,000 $6,411,000 $(5,523,000) $ 896,000
SIX MONTHS ENDED
JANUARY 31, 2002
In Connection
with private
placement, net
of costs 4,000,000 4,000 2,980,000 - 2,984,000
Warrants issued
for services - - 40,000 - 40,000
Net Loss - - - (547,000) (547,000)
------------------------------------------------------------
BALANCE,
JANUARY 31,
2002 11,724,900 $12,000 $9,431,000 $(6,070,000) $ 3,373,000
============================================================
See accompanying notes to financial statements.
-4-
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended
January 31,
-----------------------------
2002 2001
-----------------------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss) $ (547,000) $ (693,000)
Adjustments to reconcile net income (loss)
to net cash flows from operating activities:
Warrants issued for Services 40,000 -
Shares Issued for Services - 6,000
Depreciation & Amortization 28,000 8,000
Allowance for Doubtful Accounts 6,000 -
Changes in operating assets and liabilities:
Accounts receivable (52,000) (3,000)
Due from D&O Insurance Carrier - 64,000
Prepaid expenses and other current assets (35,000) 15,000
Demand note receivable, officer 60,000 -
Due from joint venture partner for
reimbursable expenses (4,000) 63,000
Other Assets (1,000) (11,000)
Costs and estimated earnings in excess of
billings on uncompleted contracts - (10,000)
Accounts payable - trade 114,000 110,000
Billings in excess of costs and estimated
earnings on uncompleted contracts - (29,000)
Accrued expenses and other current liabilities 149,000 (12,000)
--------- ---------
Net cash flows from operating activities (242,000) (492,000)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES -
Purchase of property and equipment (81,000) (56,000)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES -
Proceeds received from issuance of
common stock through a private placement
offering 2,984,000 -
--------- ---------
NET CHANGE IN CASH 2,661,000 (548,000)
CASH, BEGINNING OF PERIOD 585,000 700,000
--------- ---------
CASH, END OF PERIOD 3,246,000 152,000
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ - $ -
========= =========
Income taxes paid $ - $ -
========= =========
See accompanying notes to financial statements.
-5-
FLEMINGTON PHARMACEUTICAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1 - Basis of Presentation:
The balance sheet at the end of the preceding fiscal year has been derived
from the audited balance sheet contained in the Company's Form 10-KSB and
is presented for comparative purposes. All other financial statements are
unaudited. In the opinion of management, all adjustments, which include
only normal recurring adjustments necessary to present fairly the financial
position, results of operations and cash flows for all periods presented,
have been made in the interim statements. Results of operations for
interim periods are not necessarily indicative of the operating results
for a full year.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has had a
history of recurring losses from operations, giving rise to an accumulated
deficit through January 31, 2002. Resulting operating losses and negative
cash flows from operations are likely to occur until, if ever,
profitability can be achieved through successful marketing of the
Company's developed products.
Footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
omitted in accordance with the published rules and regulations of the
Securities and Exchange Commission. The financial statements in this
report should be read in conjunction with the financial statements and
notes thereto included in the Form 10-KSB of Flemington Pharmaceutical
Corporation (the "Company"), for the year ended July 31, 2001.
Note 2 - Stockholder's Note Receivable:
During January 2002, the Company's President repaid a $60,000; 7% demand
loan and approximately $5,000 accrued interest to the Company. The
Company granted this loan during April 1998.
Accrued expenses:
Approximately $100,000 of accrued clinical study costs for clients,
approximately $70,000 of accrued employee vacation and approximately
$26,000 of accrued salary and related payroll taxes due to three (3)
of the company's officers are included in the $226,000 total. The
remainder is other current liabilities.
Note 3 - Private Placement:
During December 2001, the Company received net proceeds of approximately
$2,984,000 from a private placement of 4,000,000 Units of the Company's
securities. Each Unit consisted of a common share, par value $.001, and
a warrant to purchase an additional share of the company's common stock
at an exercise price of $0.75 within seven (7) years. The sale price of
each Unit was $0.75. The Private Placement agreement also provided for
an additional placement of 2,666,667 units on or before June 12, 2002.
See also Subsequent Events (Note 7).
-6-
Note 4 - Stock Options and Warrants
Pursuant to an employment agreement dated September 4, 2001, and an
amendment in December 2001, the Company granted 1,050,000 non-plan options
to Robert C. Galler, a director and officer of the Company. The term of
the options is ten years and the exercise price is $.75 per share.
700,000 of these options vested in December 2001. An additional 350,000
options will be issued to Mr. Galler if certain conditions in his
employment agreement are achieved. The Company applies Accounting
Principle Board Opinion No. 25, "Accounting for Stock Issued to Employees"
and the related interpretations in accounting for its stock options to
employees. See also Note 6.
During December 2001, the Company granted an aggregate of 100,000 stock
options under the Company's 1998 option plan, exercisable at $0.80 per
share for a term of ten (10) years, to four (4) non-managerial employees.
The Company applies Accounting Principle Board Opinion No. 25, "Accounting
for Stock Issued to Employees" and the related interpretations in
accounting for its stock options to employees.
During December 2001, the Company extended the term of 50,000 options
previously granted to each of the Company's CEO and Chairman,
respectively. These options, previously set to expire on March 25, 2003,
now expire on December 10, 2006. All other terms of the options remain
unchanged. In accordance with Financial Interpretation No. 44,
"Accounting for certain transactions involving Stock Compensation
(Interpretation of APB opinion No. 25), no expense was recorded because
the exercise price of the option was higher than the price of the common
stock on the date that the life of the options was extended.
During December 2001, the Company's Board of Directors acted to increase
the number of options provided by the Company's 1998 option plan from
500,000 to 1,075,000. The Board's action in this respect was submitted
for ratification by the shareholders at the Company's 2001 Annual Meeting,
held February 15, 2002, at which it was approved.
During December 2001, to buy-out a contract with a consultant, the
Company agreed to issue 50,000 warrants, having a term of seven (7) years,
to purchase the Company's common stock at $0.75 per share, in exchange for
which all relationships between the Company and the consultant were
terminated. An expense of $33,000 was recorded to recognize the
settlement.
In January 2002, pursuant to an agreement with The Trout Group, LLC (see
Note 6, below), the Company issued warrants to purchase 60,000 shares of
common stock at an exercise price of $2.00 per share. The warrants have
a 5-year life and vest quarterly through October 1, 2002.
Note 5 - Deferred income tax benefit:
On December 19, 2001, the Company received approximately $88,000 as
consideration for transferring approximately $1,159,000 of New Jersey net
operating loss tax benefit to a third party corporation buyer. The
Technology Tax Certificate Transfer Program for transferring net operating
loss and R & D tax benefits is the responsibility of New Jersey Economic
Development Authority.
Note 6 - Contracts:
In September, 2001 the Company entered into an employment agreement with
Robert Galler, who became Vice President - Corporate Development and a
Director of the Company. The Agreement was amended in December, 2001.
Under the Agreement as amended, Mr. Galler was hired for a period of
three years, at a base salary of $180,000 per year. See also Note 4.
-7-
During January 2002, the Company entered into a consulting agreement,
and will pay $25,000 per quarter through December 31, 2002 for investor
relations with The Trout Group, LLC. See also Note 4.
Note 7 - Subsequent Events:
In February 2002 the Company entered into an employment agreement,
effective January 1, 2002, with its President, Harry A. Dugger III. The
Agreement has a term of three years and provides for a base salary of
$248,000 per year.
In February, 2002 the Company entered into an employment agreement,
effective January 1, 2002, with its Chief Financial Officer, Donald
Deitman. The Agreement has a term of three years and provides for a base
salary of $125,000 per year.
In February 2002 the Company entered into a consulting agreement for the
rendition of advice regarding strategic transactions. The Agreement has
a term of one year, and is renewable annually thereafter. The Agreement
provides for base fees of $300,000 per year, with additional compensation
payable for the achievement of certain goals set forth in the Agreement.
Upon execution of this agreement, 1,000,000 options were issued with a 10
year life at an exercise price of $2.40 per common share. The options
vest and become exercisable in three equal annual installments commencing
February 1, 2003. In addition, in February 2002, this consultant was
elected as a member and Chairman of the Company's Board of Directors.
In February 2002, the board issued non-plan options to outside directors.
75,000 options were issued to each of two directors and 37,500 options to
one director. These options have an exercise price of $2.69 and a term of
10 years.
During March 2002, the Company amended the private placement agreement
referred to in Note 3, above to accelerate the placement of the
additional 2,666,667 units of the Company's securities, which such
placement closed simultaneously with the signing of the amendment. Net
proceeds from this portion of the placement was approximately $1,990,000.
Each unit consisted of a common share, par value $.001, and a warrant to
purchase an additional share of the Company's common stock.
-8-
FLEMINGTON PHARMACEUTICAL CORPORATION
Part I, Item 2. Management's Discussion and Analysis
Flemington Pharmaceutical Corporation, a New Jersey corporation (the
"Company"), is engaged in the development of novel application drug delivery
systems for presently marketed prescription and over-the-counter ("OTC")
drugs and been a consultant to the pharmaceutical industry. Since 1992, the
Company has used its consulting revenues to fund its own product development
activities.
Since its inception, substantially all of the Company's revenues have been
derived from its consulting activities. The Company has had a history of
recurring losses from operation, giving rise to an accumulated deficit at
January 31, 2002 of approximately $6,070,000. Revenues from consulting may
be expected to decline in the future as the Company shifts its emphasis away
from product development consulting for its clients and towards development
of its own products.
For the reasons stated above, the Company anticipates that it will incur
substantial operating expenses in connection with the testing and approval of
its proposed delivery systems, and expects these expenses will result in
continuing and significant operating losses until such time, if ever, that
the Company is able to achieve adequate sales levels.
Results of Operations
The six months ended January 2002 [the "2002 Period"] and January 2001 [the
"2001 Period"]
Operating revenues for the 2002 Period increased approximately $114,000 or
81% to $255,000 from $141,000 for the 2001 Period. This revenue increase for
the 2002 period was primarily attributable to an increase in clinical studies
for clients.
Total costs and expenses for the 2002 Period increased approximately $11,000
or 1% to $905,000 from $894,000 for the 2001 Period. This increase includes
an approximate $48,000 in legal & professional fees, an approximate $33,000
in buy-out of contract with a consultant (see note 4), an approximate
$20,000 in payroll expense primarily due to the establishment of a vacation
pay accrual, an approximate $20,000 in depreciation and amortization expense
due to the earlier purchase of internal laboratory equipment, an approximate
$13,000 in rent expenses due to increased rents for the Company's facilities,
occupied in October 2000, and the establishment of the Company's Florida office
during October 2001, an approximate $11,000 in public company expenses due
primarily to an increase in the number of outside directors and the increased
number of board meetings held during the 2002 period, an approximate $8,000
in trade show and conference expenses and an approximate $6,000 in bad debt
expense.
Costs and expenses decreases for the 2002 period, as compared to the 2001
period, includes an approximate $100,000 in laboratory testing and clinical
studies costs due primarily to the Company's earlier decision to establish an
internal laboratory and an approximate $51,000 in outside consulting fees due
to the internalization of some consulting functions.
Interest income increased approximately $2,000 or 15% to $15,000 for the 2002
Period from $13,000 for the 2001 Period due to an increased average cash
balance in conjunction with reduced interest rates for the 2002 period.
Deferred income tax benefit for the 2002 period was approximately $88,000
compared to approximately $47,000 for the 2001 period. These benefits
resulted from the sale of the Company's New Jersey net operating losses.
The resulting net loss for the 2002 Period was $547,000 compared to a net
loss of $693,000 for the 2001 Period.
The three months ended January 2002 [the "2002 Period"] and January 2001 [the
"2001 Period"]
Operating revenues for the 2002 Period increased approximately $107,000 or
141% to $183,000 from $76,000 for the 2001 Period.
Total costs and expenses for the 2002 Period increased approximately $114,000
or 24% to $581,000 from $467,000 for the 2001 Period. This increase includes
an approximate $92,000 in payroll expense primarily due to the establishment
of a vacation pay accrual, an approximate $33,000 in buy-out of consultant's
contract (see note 4), an approximate $12,000 in public company expenses due
primarily to an increase in the number of outside directors and the increased
number of board meetings held during the 2002 period, an approximate $11,000
in depreciation and amortization expense due to the earlier purchase of
internal laboratory equipment, an approximate $8,000 in trade show and
conference expenses, an approximate $6,000 in bad debt expense, an approximate
$5,000 in inside laboratory supplies expenses and an approximate $5,000 in
rent expenses.
Costs and expenses decreases for the 2002 period, as compared to the 2001
period, includes an approximate $54,000 in laboratory testing and clinical
studies costs due primarily to the Company's earlier decision to establish an
internal laboratory, an approximate $9,000 in outside consulting fees due to
the internalization of some consulting functions and an approximate $9,000 in
insurance expenses due primarily to fewer employees requiring medical insurance
coverage.
Interest income increased approximately $7,000 or 233% to $10,000 for the
2002 Period from $3,000 for the 2001 Period due to an increased average cash
balance.
Deferred income tax benefit for the 2002 period was approximately $88,000
compared to approximately $47,000 for the 2001 period. These benefits
resulted from the sale of the Company's New Jersey net operating losses.
The resulting net loss for the 2002 Period was $300,000 compared to a net loss
of $341,000 for the 2001 Period.
-9-
Liquidity and Capital Resources
Net cash used in operating activities approximated $242,000 for the 2002
Period compared to net cash used in operating activities of approximately
$492,000 for the 2001 Period. Net cash used in operating activities for both
the 2002 and 2001 periods was primarily attributable to the net loss of
$547,000 and $693,000, respectively. For the 2002 Period, $81,000 was used
for investing activities compared to $56,000 for the 2001 Period. Total cash
flow for the 2002 period increased approximately $2,661,000 as compared to a
$548,000 decrease for the 2001 period.
During March 2002, the Company received net proceeds of approximately
$1,990,000 from a private placement of the Company's common stock (see Note 3).
The Company believes that it currently has sufficient cash to satisfy its cash
requirements for at least the next twenty four (24) months.
Inflation
The Company does not believe that inflation has had a material effect on its
results of operations during the past three fiscal years. There can be no
assurance that the Company's business will not be affected by inflation in
the future.
-10-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
N/A
Item 2. Changes in Securities
On December 12, 2001, the Company issued 4,000,000 shares of its
common stock to an accredited investor pursuant to Rule 506 of
Regulation D of the Securities Act of 1933, as amended. The company
sold such shares at $.75 per share resulting in net proceeds of
approximately $2,984,000.
Item 3. Defaults Upon Senior Securities
N/A
Item 4. Submissions of Matters to a Vote of Security Holders
N/A
Item 5. Other Information
N/A
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit 11. Statement re: computation of earnings per share for
the six months ended January 31, 2002
b) Reports on Form 8-K
-11-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FLEMINGTON PHARMACEUTICAL CORPORATION
By: /s/ Harry A. Dugger, III
-------------------------------
Harry A. Dugger, III, President
(Principal Executive Officer)
By: /s/ Donald J. Deitman
------------------------------------------
Donald J. Deitman, Chief Financial Officer
-12-
EXHIBIT 11
FLEMINGTON PHARMACEUTICAL CORPORATION
EARNINGS PER SHARE COMPUTATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
SIX MONTHS ENDED
JANUARY 31, 2002
----------------
BASIC
----------------
Weighted average shares outstanding 8,833,596
Dilutive effect of stock performance plans (1) -
----------------
Total 8,833,596
Net Income (loss) (547)
----------------
Earnings per share (.06)
----------------
SIX MONTHS ENDED
JANUARY 31, 2001
----------------
BASIC
----------------
Weighted average shares outstanding 5,879,889
Dilutive effect of stock performance plans (1) -
----------------
Total 5,879,889
Net Income (loss) (693)
----------------
Earnings per share (.12)
----------------
(1) No potential shares from stock performance plans have been presented,
as their effect would be anti-dilutive
-13-