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 three month period ended October 31, 2001
[ ] 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 Identificaton No.)
31 State Highway 12 08822
Flemington, New Jersey Zip Code
(Address of Principal Executive Offices)
(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.
7,724,900 shares of common stock outstanding as of October 31, 2001.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (check one):
Yes [ ] No [X]_
FLEMINGTON PHARMACEUTICAL CORPORATION
BALANCE SHEETS
October 31, July 31,
2001 2001
------------ ------------
(Unaudited) (Note 1)
ASSETS
CURRENT ASSETS:
Cash $ 363,000 $ 585,000
Accounts receivable - trade, less
allowance for doubtful accounts
of $9,000 235,000 92,000
Prepaid expenses and other current
assets 50,000 57,000
---------- ---------
Total Current Assets 648,000 734,000
---------- ---------
FURNITURE, FIXTURES, AND EQUIPMENT, LESS
ACCUMULATED DEPRECIATION 170,000 167,000
DEMAND NOTE RECEIVABLE, SHAREHOLDER 60,000 60,000
DUE FROM JOINT VENTURE PARTNER FOR
REIMBURSABLE EXPENSES 10,000 6,000
OTHER ASSETS 17,000 17,000
---------- ---------
$ 905,000 $ 984,000
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable-trade $ 37,000 $ 11,000
Accrued expenses and other current
liabilities 219,000 77,000
---------- ---------
Total Current Liabilities 256,000 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 7,724,900 shares 8,000 8,000
Additional paid-in capital 6,411,000 6,411,000
Accumulated Deficit (5,770,000) (5,523,000)
--------- ---------
Total Stockholders' Equity
(Deficiency) 649,000 896,000
--------- ---------
$ 905,000 $ 984,000
========= =========
See accompanying notes to financial statements.
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
October 31
------------------------
2001 2000
------------------------
CONSULTING REVENUES $ 72,000 $ 65,000
CONSULTING, SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 324,000 427,000
-------- --------
LOSS FROM OPERATIONS $ (252,000) $ (362,000)
INTEREST INCOME 5,000 10,000
-------- --------
NET LOSS $ (247,000) $ (352,000)
======== ========
BASIC AND DILUTED LOSS PER SHARE $ (.03) $ (.06)
========= =========
SHARES ISSUED IN COMPUTATION OF BASIC
AND DILUTED LOSS PER SHARE 7,724,900 5,878,541
========= =========
See accompanying notes to financial statements.
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
(Unaudited)
Common Stock Stockholders'
----------------- Paid-in Accumulated Equity
Shares Par Value Capital Deficit (Deficiency)
------------------------------------------------------------------------------
BALANCE,
JULY 31, 2001 7,724,000 $8,000 $6,411,000 $(5,523,000) $ 896,000
THREE MONTHS ENDED
OCTOBER 31, 2001
Net Loss - - - (247,000) (247,000)
-----------------------------------------------------------------------------
BALANCE,
October 31, 2001 7,724,900 $8,000 $6,411,000 $(5,770,000) $ 649,000
=============================================================================
See accompanying notes to financial statements.
FLEMINGTON PHARMACEUTICAL CORPORATION
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
October 31
--------------------
2001 2000
--------------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $(247,000) $(352,000)
Adjustments to reconcile net income
(loss) to net cash flows from operating
activities:
Shares issued for services - 6,000
Depreciation and amortization 12,000 3,000
Changes in operating assets and liabilities:
Accounts receivable (143,000) 13,000
Due from D&O Insurance Carrier - (12,000)
Prepaid expenses and other current assets 7,000 11,000
Due from Joint Venture partner for
reimbursable expenses (4,000) 13,000
Other Assets - (17,000)
Accounts payable - trade 26,000 (34,000)
Billings in excess of costs and estimated
earnings on uncompleted contracts - (44,000)
Accrued expenses and other current
liabilities 142,000 (45,000)
-------- --------
Net cash flows from operating activities (207,000) (458,000)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES -
Purchase of property and equipment (15,000) (27,000)
-------- --------
Net cash flows from investing activities (15,000) (27,000)
-------- --------
NET CHANGE IN CASH (222,000) (485,000)
CASH, BEGINNING OF PERIOD 585,000 700,000
-------- --------
CASH, END OF PERIOD $ 363,000 $ 215,000
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ - $ -
======== ========
Income taxes paid $ - $ -
======== ========
See accompanying notes to financial statements.
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 October 31, 2001 and will require
substantial financing to fund anticipated business development costs.
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. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
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 - Accrued expenses and other current liabilities:
Approximately $154,000 of accrued clinical study costs for clients
and $49,000 of accrued salary and related payroll taxes due to the
company's president and CEO are included in the $219,000 total. The
remainder is accrued expenses and other current liabilities.
Note 3 - Pursuant to an employment agreement dated September 4, 2001, the
Company granted 700,000 non-plan options to a director and officer
of the Company. The term of the options is ten (10) years and the
exercise price is $0.75 per share. 350,000 of these options vest
and become exercisable quarterly commencing September 4, 2001 and
ending on June 5, 2002. In addition, the remaining 350,000 options
will be issued if certain milestones 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.
Note 4 - Subsequent Events:
During December 2001, the Company received net proceeds of
approximately $3,000,000 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.
During December 2001, the Company granted an aggregate of 100,000
stock options under the Company's 1998 option plan, exercisable at
$0.80 for a period of ten (10) years, to four (4) managerial
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.
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 the lesser of 2,000,000 or the maximum number
permitted by law. The Board's action in this respect will be
submitted for ratification by the shareholders at the Company's 2001
Annual Meeting.
During December 2001, to resolve a disagreement 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.
FLEMINGTON PHARMACEUTICAL CORPORATION
Part I, Item 2. Management's Discussion and Analysis
Flemington Pharmaceutical Corporation, a New Jersey corporation (the
"Company"), is engaged in development of novel application drug delivery
systems for presently marketed prescription and over-the-counter ("OTC")
drugs. Since its inception in 1982, the Company has been a consultant to the
pharmaceutical industry, focusing on product development activities of various
European pharmaceutical companies, and since 1992 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 consulting activities, primarily in connection with product
development for various pharmaceutical companies. The Company has had a
history of recurring losses from operation through July 31, 1995, and also
for the years ended July 31, 1997 ["Fiscal 1997"], 1998 ["Fiscal 1998"], 1999
["Fiscal 1999"], 2000 ["Fiscal 2000"], and 2001 ["Fiscal 2001"], giving rise
to an accumulated deficit at October 31, 2001 of approximately $5,770,000.
Although substantially all of the Company's revenues to date have been derived
from its consulting business, the future growth and profitability of the
Company will be principally dependent upon its ability to successfully develop
its products and to enter into license agreements with drug companies who will
market and distribute the final products. The Company's revenues from
consulting declined during Fiscal 1997, Fiscal 1998, Fiscal 1999 and Fiscal
2000. Revenues from consulting increased slightly during Fiscal 2001.
Revenues from consulting may 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 joint development,
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.
In view of the Company's very limited resources, its anticipated expenses and
the competitive environment in which the Company operates, there can be no
assurance that its operations will be sustained for the duration of its current
fiscal year.
Results of Operations
The three months ended October 2001 [the "2001 Period"] and October 2000 [the
"2000 Period"]
Operating revenues for the 2001 Period increased approximately $7,000 or 11%
to $72,000 from $65,000 for the 2000 Period. Interest income for the 2001
Period decreased approximately $5,000 or 50% to $5,000 from $10,000 for the
2000 Period due to the lower average cash balance during the 2001 Period.
Total costs and expenses for the 2001 Period decreased approximately $103,000
or 24% to $324,000 from $427,000 for the 2000 Period. This decrease includes
an approximate $72,000 decrease in payroll expenses due to April, May and June
2001 employee resignations, an approximate $49,000 increase in legal and
professional fees, an approximate $47,000 decrease in outside laboratory costs
due to the Company having established an internal laboratory, an approximate
$41,000 decrease in outside consulting fees due to employees performing these
functions and an approximate $9,000 increase in depreciation and amortization
expenses due to previously purchased equipment being entered into service
during the current period.
The resulting net loss for the 2001 Period was $247,000 compared to a net loss
of $352,000 for the 2000 Period.
Liquidity and Capital Resources
Net cash used in operating activities approximated $207,000 for the 2001
Period compared to net cash used in operating activities of approximately
$458,000 for the 2000 Period. Net cash used in operating activities for both
the 2001 and 2000 periods was primarily attributable to the net loss of
$247,000 and $352,000, respectively. For the 2001 Period, $15,000 was used
for investing activities compared to $27,000 for the 2000 Period. Total cash
flow for the 2001 period decreased approximately $222,000 as compared to a
$485,000 decrease for the 2000 period.
During December 2001, the Company received net proceeds of approximately
$3,000,000 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.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
N/A
Item 2. Changes in Securities
N/A
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 three months ended October 31, 2001
b) Reports on Form 8-K
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
EXHIBIT 11
FLEMINGTON PHARMACEUTICAL CORPORATION
EARNINGS PER SHARE COMPUTATION
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED
-------------------
October 31, 2001
-------------------
BASIC
-------------------
Weighted average shares outstanding 7,724,900
Dilutive effect of stock performance plans (1) -
---------
Total 7,724,900
Net Income (loss) (247)
---------
Earnings per share (.03)
---------
THREE MONTHS ENDED
------------------
October 31, 2000
------------------
BASIC
------------------
Weighted average shares outstanding 5,878,541
Dilutive effect of stock performance plans (1) -
---------
Total 5,878,541
---------
Net Income (loss) (352)
---------
Earnings per share (.06)
---------
(1) No potential shares from stock performance plans have been presented,
as their effect would be anti-dilutive