Paracelsian, Inc. and Subsidiary (A Development Stage Company) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited) 1. BASIS OF PRESENTATION: The consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles without audit, pursuant to the rules and regulations of the Securities and Exchange Commission applicable to quarterly reporting on Form 10-QSB and reflect, in the opinion of the Company, all adjustments necessary to present fairly the financial position and results of operations for Paracelsian, Inc. and its consolidated subsidiary. All such adjustments are of a normal and recurring nature. Certain information and footnote disclosures normally included in financial statements, prepared in accordance with generally accepted accounting principles, have been condensed or omitted as permitted by such regulations. These consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 1999. 2. ORGANIZATION, BUSINESS, AND RISK FACTORS:
Organization and BusinessParacelsian, Inc. (the "Company") is a bio-science and technology company that utilizes its proprietary screening technology to identify novel therapeutic compounds from herbal and other botanical sources and to define and/or confirm the biological mechanisms through which traditional herbs and other botanicals provide the therapeutic or functional benefits suggested by their traditional use. This technology has been developed by the Company to identify potential products that inhibit the biological signals generated by targeted cells that result in controlled or uncontrolled growth and division. The Company's screening technology evaluates the effects of herbal and other botanical products on intracellular signals referred to as "Signal Transduction Technology." Cell division is one of the basic steps in biology for normal growth of tissues to support life. The Company's technology enables researchers to observe signal transduction and measure the effects of chemicals contained in synthetic or natural compounds, and chemicals occurring in nature such as herbs and combinations of herbal extracts, on cell division. In the course of these observations, the Company can distinguish the effects of such chemicals on targeted cells, thereby screening compounds to identify those with promising favorable therapeutic effects. (This proprietary technology, including the components, methods, procedures and know-how employed in this screening process, is referred to herein as the "Screening Technology") In October 1994, Pacific Liaisons (Pacific), a partnership engaged in identifying and acquiring biologically active drugs, natural products and foods from Eastern Asia, merged with a wholly-owned subsidiary of the Company and the Company now maintains a large library of natural medicinal extracts. These extracts are being processed with the Company's screening technology to identify potential candidates for drug or dietary supplement development. The Company also has access to the informational database related to the medicinal extracts, which contains, among other things, a history of the usage of each extract. Development Stage Company and Risk Factors The Company is considered to be a development stage company as defined in Statement of Financial Accounting Standards No. 7, "Accounting and Reporting by Development Stage Enterprises." Since inception, the Company has been primarily engaged in research, product engineering and raising capital. The Company, as a development stage enterprise, has yet to generate significant revenues and has no assurance of substantial future revenues. The Company is subject to a number of risks that may affect its ability to become an operating enterprise or impact its ability to remain in existence, including risks related to successful development and marketing of its products, patent protection of proprietary technology, government regulation, competition from substitute products (including technologies that may not yet have been developed), dependence on key employees and the need to obtain additional funds that may not be available to it.As shown in the accompanying financial statements, the Company incurred a net loss of approximately $1,242,000 for the nine months ended June 30, 2000 and had a working capital deficit of approximately $682,000 at June 30, 2000. Management believes that revenues from its Ah-IMMUNOASSAY™, its BioFIT™ program, and the sales of its inventory will be sufficient throughout the year to enable the Company to achieve positive cash flow during 2000. BioSignia, Inc., the Company's largest shareholder, has advanced interim funds into 2000. On August 9, 2000 the Company received an equity investment of $500,000 in a private placement. The Company also issued warrants that could result in additional investment of $1.5 million by December 31, 2000. Management believes that the combination of additional capital combined with increased revenues will enable the Company to continue its operations. ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Nine months ended June 30, 2000 as compared to the
Nine months ended June 30, 1999 As a development stage enterprise, the Company, since inception, has been primarily engaged in research, product engineering, and capital formation. As such, the Company has not generated significant revenues to date on a recurring basis. On July 20,1999 the Company signed a Development Agreement with Kubota Corporation, a Japanese Corporation, for the sale of the Company's patented Ah-IMMUNOASSAY™ for use in the monitoring of municipal waste incinerators in Japan for dioxin contamination. The Company signed a final Licensing Agreement on January 21, 2000 with Kubota Corporation for the sale of Paracelsian's Ah-IMMUNOASSAY™ in the Japanese market and began manufacturing and selling kits to Kubota. This 'bioassay' based kit is rugged, user-friendly, portable, analytically sensitive, and low cost when compared with existing methodology. The agreement with Kubota will provide revenues from the sale of kits and royalties. On April 20, 2000 Paracelsian signed a Letter of Intent with a company in China to cooperate in the development of a facility for the high volume manufacture of Paracelsian's Ah-IMMUNOASSAY™ Kits. The Letter of Intent with Beijing Health-Way Management Company is a significant step in Paracelsian's strategy to establish low cost manufacturing capability in China that is sufficient for meeting potentially high demand from Kubota Corporation in Japan and from other markets in Asia and Europe. Health-Way Management Company will engage in the construction of the manufacturing facility for the Ah-IMMUNOASSAY™ Kits, that will also provide for research and development of methodologies of a similar nature, in cooperation with Paracelsian. On June 15, 2000 The Company announced that in accordance with the License Agreement, Kubota agreed to pay the $150,000 License Fee. This payment signifies Kubota's acceptance of the Ah-IMMUNOASSAY™ Kit. Kubota and Paracelsian will now focus their efforts to market, sell and distribute the kit throughout Japan. On June 17, 2000 Kubota placed an initial order for 120 Ah- Immunoassay™ Kits. Since announcing the license agreement with Paracelsian, more than 50 companies have contacted Kubota regarding their interest in Paracelsian's technology. The Company also signed a contract with Government & Export Sales Specialists (GESS) on October 18, 1999, to provide additional potential business partners for the Ah-IMMUNOASSAY™ Kits. GESS is a consulting firm engaged in the transfer of environmental technology throughout the world. They have substantial experience and a deep network of personal and business contacts in the environmental and supplement markets. In addition to Kubota, there are other parties now expressing an interest in purchasing and/or marketing this technology. These include groups in the United States, Israel, China (potentially a very large market), South Korea, and Europe (also a large market). In addition, we are exploring with the U.S. Embassy and Vietnamese representatives the possibility of surveying the relatively serious environmental problem incurred by the Agent Orange experience during the Vietnam War. In Europe, we have already signed a contract with a company in Belgium, Cypress Diagnostics, to explore application of our kit to the analysis of various kinds of food samples. This company will market our product to all European Community countries plus other European countries and have estimated a potential need for 16,000 tests per month (approximately 1500 kits per month, or $750,000 per month), if the preliminary research on this kit is satisfactory. It also should be noted that the Belgian group has agreed to collaborate with the Japanese group in sharing their research data on sample analyses. In July 1998, the Company entered into an agreement with R. P. Scherer North America that establishes them as the marketing and distribution agent for the BioFIT™ certification program in the dietary supplement and Over the Counter market segments in North America. R. P. Scherer is the world's top maker of softgels used to encase drugs and vitamins. The firm has operations in the U.S. and 11 other countries. The agreement provided for payments to the Company for development of assay systems, for product certifications, for batch-to-batch testing and for royalties on the sale of BioFIT™ products. On January 6, 2000 the Company signed a License and Service Agreement making ExtractsPlus the first supplier of raw materials to offer BioFIT™ "Certified Bioactive" herbal products. ExtractsPlus supplies the finest quality products from worldwide markets to North American pharmaceutical and nutritional supplement manufacturers. With technical, educational, sales and delivery personnel, ExtractsPlus is a full service distributor. Under the Agreement, Paracelsian will provide testing services to ExtractsPlus both for certification of existing products and the development of new products. ExtractsPlus will use the Company's BioFIT™ "Certified Bioactive" logo in conjunction with the marketing and sale of the ExtractsPlus line of herbal products. ExtractsPlus will pay the Company an annual marketing fee and spend an amount equal to or greater than that fee to promote the BioFIT™ program through its own marketing programs. In addition, Paracelsian will receive payment for certification and batch-to-batch testing, along with a royalty on the sale of products bearing the BioFIT™ logo. Results of Operations The Company's net loss for the third quarter of fiscal 2000 was approximately $545,000 compared to $552,000 in the third quarter of fiscal 1999. Revenues for the three-month period were $196,000 in 2000 as compared to $52,000 in 1999. The $144,000 increase in revenues is attributable to the sales to Kubota for the Ah-IMMUNOASSAY™ Kits. Operating expenses for the three-month period were approximately $741,000 compared to $612,000 for the second fiscal quarter of the prior year. The increase of $129,000 is due to a one-time charge to income for the extraction and cleanup procedures for use with an Immunoassay. The management team is continuing to operate with modest staff levels and has been focusing on continuing to conserve resources, increasing its customer base and generating revenues. Liquidity & Capital Resources As of June 30, 2000, the Company had cash of $2,161 and a net working capital deficit of $682,000. Management believes that it can continue to raise additional capital through private placements, to support its operations until such time as the revenue stream is sufficient to realize positive cash flow in 2000. On August 9, 2000 the Company received an equity investment of $500,000 in a private placement transaction. In addition to the sale of common stock, Paracelsian issued warrants in the transaction that could result in additional investment of $1.5 million by December 31 of this year if the warrants are exercised in full. These resources will be used to increase the customer base along with the production of the Ah-IMMUNOASSAY™ Kits and provide working capital. Management believes that the additional financing coupled with its expected revenues from the Ah-IMMUNOASSAY™, the BioFIT™ program, and the sale of its inventory of Andrographolide will enable the Company to increase sales, to further improve its operating efficiency and to continue its operations into the future. Management and The Board The management of the Company will be focusing their efforts on growing its customer base, producing ongoing revenues and controlling expenses. Redeemable Common Stock Purchase Warrants There are 1,736,870 Redeemable Common Stock Purchase Warrants outstanding. On June 19, 2000 the Board of Directors approved to lower the exercise price on the outstanding warrants to $.50 per share. The unexercised warrants will expire on September 7, 2000. Short-Term Advances BioSignia, Inc., the Company's largest shareholder, has advanced interim funds to the Company for working capital purposes. The Company agrees to repay the funds, together with interest at an annual rate of 10%, at the earlier of 30 days from the date of the advance or the receipt by the Company of proceeds from the sale of stock. On June 19, 2000, the Board of Directors agreed to accept BioSignia's offer to convert $500,000 of debt into common stock of Paracelsian at $.40 per share. Through June 30, 2000 $324,994 has been advanced, including accrued interest. Forward Looking Statements Certain statements in this Form 10-Q "Management's Discussion and Analysis of Financial Condition and Results of Operations" constitute "forward looking statements" within the meaning of the Private Securities Litigation Reform act of 1995. Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors include, among others, the following: success of operating initiative, advertising and promotional efforts, acceptance of new product offerings, availability, changes in business strategy or development plan, availability and terms of capital, labor and employee benefit costs, and other factors specifically referred to in this 10-Q. PART II OTHER INFORMATION Item 1. Legal Proceedings Hadyk, et al. V. John G. Babish, et al. In addition to routine litigation that is incidental to its business, the Company is a party to the following litigation: Hadyk, et al. V. John G. Babish, et al.: This case was commenced in New York State Supreme Court (Onondaga County) in June 1993 by certain persons, individually and doing business as In Vitro Bioanalytic Systems, against the Company, Dr. John G. Babish, a former officer and director of the Company, and Edward Heslop, a founding shareholder of the Company, primarily as an action for money damages and injunctive relief against the Company for alleged misappropriation of proprietary information and unfair competition. The plaintiffs allege, among other things, that in 1990, prior to the Company's incorporation, a partnership has been formed with Messrs. Babish and Heslop to commercialize products that the Company was developing. Damages, an accounting and an injunction are being sought against the Company. By decision dated September 14, 1994, the Court dismissed certain of the plaintiffs' claims against the Company while permitting a claim alleging unfair competition to proceed. Discovery has been temporarily stayed pending resolution of a motion for summary judgment brought by certain of the Company's co-defendants. That motion, if successful, will fully resolve the case in favor of the Company. The Company believes that the suit against it is without merit and intends to defend the case vigorously. Item 6(a) Exhibits None Item 6(b) Reports on Form 8-K None SIGNATURES In accordance with Section 13 or 15 (d) of the Securities and Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date Aug 14, 2000 PARACELSIAN, INC. By:/s/ T. COLIN CAMPBELL
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T. Colin Campbell
President,
Chief Executive Officer By/s/ GARY G. CHABOT
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Gary G. Chabot
Principal Accounting Officer |
