SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For Quarter Ended March 31, 1996 Commission file number 0-3390 UNIMED PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) DELAWARE 22-1685346 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2150 E. Lake Cook Rd., 60089 Buffalo Grove, Illinois (Zip Code) (Address of principal executive offices) Registrant's telephone number (847) 541-2525 including area code 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report: Title of each class Number of shares outstanding Common Stock 8,620,886 ($.25 par value) UNIMED PHARMACEUTICALS, INC. AND SUBSIDIARIES Page Number PART I. Financial Information ITEM 1. Financial Statements Condensed Consolidated Balance Sheets 3 Condensed Consolidated Statements of 5 Operations Condensed Consolidated Statements of Cash 6 Flows Notes to Condensed Consolidated Financial 7 Statements Management's Discussion and Analysis of 8 ITEM 2. Results of Operations and Financial Condition PART II. Other Information 10 SIGNATURE PAGE 11 PART I - FINANCIAL INFORMATION Item 1 - Financial Statements UNIMED PHARMACEUTICALS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets March 31, December 31, 1996 1995 ASSETS (unaudited) Current assets: Cash and cash equivalents $ 20,205,946 $ 7,011,843 Short-term investments - - - 1,388,756 Receivables: Trade 934,378 1,548,148 Other 49,434 535,104 Total receivables 983,812 2,083,252 Inventories 2,748,203 3,327,939 Prepaid expenses 274,301 276,043 Total current assets 24,212,262 14,087,833 Leasehold improvements and equipment 1,930,264 1,922,006 Less accumulated depreciation and amortization 1,092,641 1,050,866 Net 837,623 871,140 Investment, at cost 600,000 600,000 Other assets 725,189 746,208 Total assets $ 26,375,074 $ 16,305,181 See accompanying notes to consolidated financial statements. Item 1 - Financial Statements UNIMED PHARMACEUTICALS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets March 31, December 31, 1996 1995 (unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 166,891 $ 416,705 Accrued liabilities 477,045 511,446 Income taxes payable 14,231 20,000 Due to Roxane 3,190,324 3,716,633 Deferred research and development revenues 2,036,035 1,000,000 Total current liabilities 5,884,526 5,664,784 Stockholders' equity: Common stock, $.25 par value; authorized 12,000,000 shares; issued and outstanding: 8,620,886 and 6,270,886 2,155,222 1,567,722 Additional paid-in capital 26,602,939 17,559,861 Accumulated deficit (8,308,430) (8,527,869) Accumulated foreign currency translation adjustment 40,817 40,683 Total stockholders' equity 20,490,548 10,640,397 Total liabilities and stockholders' equity $26,375,074 $ 16,305,181 See accompanying notes to consolidated financial statements. UNIMED PHARMACEUTICALS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations Three Months Ended March 31, 1996 and 1995 (Unaudited) March 31, March 31, 1996 1995 Net sales $ 1,556,247 $ 1,672,382 Research and development revenue 172,180 - - - Total revenue 1,728,427 1,672,382 Cost of sales 678,551 708,657 Gross profit 1,049,876 963,725 Operating and administrative expenses 559,336 579,551 Sales and marketing expenses 218,779 270,463 Research and development expenses 431,071 113,988 Loss from operations (159,310) (277) Other income (expense): Gain on sale of trademark 200,000 - - - Interest income 193,837 102,218 Other expense (21,019) - - - Income before income taxes 213,508 101,941 Income tax benefit 5,931 8,300 Net income $ 219,439 $ 110,241 Net income per share: Primary $ .03 $ .02 Fully diluted $ .03 $ .02 Weighted average number of common and common equivalent shares outstanding: Primary 7,836,824 6,509,002 Fully diluted 8,236,090 6,660,178 See accompanying notes to consolidated financial statements. UNIMED PHARMACEUTICALS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows Three Months Ended March 31, 1996 and 1995 (Unaudited) March 31, March 31, 1996 1995 Cash flows provided by operations: Net income $ 219,439 $ 110,241 Adjustments to reconcile net income to net cash provided by operations: Depreciation and amortization 45,000 45,055 Write-off of Investment in Medisperse 21,019 - - - Other 134 2,026 Decrease in current receivables 1,099,440 103,310 Decrease (Increase) in inventories 579,736 (2,503,989) Decrease in prepaid expenses 1,742 45,539 Decrease in payables and accrued liabilities (289,984) (55,772) (Decrease) Increase in due to Roxane (526,309) 2,561,737 Net cash provided by operating activities 1,150,217 308,147 Cash flows provided by investing activities: (Purchase) sale of equipment, net (11,483) 10,609 Sale of short-term investments 1,388,756 3,099 Net cash provided by investing activities 1,377,273 13,708 Cash flows provided by (used in) financing activities: Issuance of note receivable - - - (132,252) Proceeds from issuance of common stock 9,630,578 - - - Deferred research and development revenues-net 1,036,035 - - - Net cash provided by (used in) financing activities 10,666,613 (132,252) Increase in cash and cash equivalents 13,194,103 189,603 Cash and cash equivalents at beginning of period 7,011,843 6,101,093 Cash and cash equivalents at end of period $ 20,205,946 $6,290,696 Supplemental disclosures of cash flow information: Cash paid during the period for: Income taxes $ 5,769 $ 1,663 See accompanying notes to consolidated financial statements. UNIMED PHARMACEUTICALS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements March 31, 1996 (Unaudited) NOTE 1 The condensed consolidated financial information herein is unaudited, other than the Condensed Consolidated Balance Sheet at December 31, 1995, which is derived from the audited financial statements. The unaudited interim financial statements include the accounts of UNIMED Pharmaceuticals, Inc. (the ``Company''), its wholly-owned subsidiaries, Unimed Canada, Inc. and Unimed Technology Management, Inc. In the opinion of the Company, the accompanying unaudited interim consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly the Company's consolidated financial position as of March 31, 1996, the results of operations for the three months ended March 31, 1996 and 1995 and changes in cash flows for the three month periods ended March 31, 1996 and 1995. While the Company believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes included in the Company's 1995 annual report on Form 10-K filed with the Securities and Exchange Commission. Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Results of Operations Three Months Ended March 31, 1996 vs. Three Months Ended March 31, 1995 Total revenue for the three months ended March 31, 1996 (the ``Fiscal 1996 Period'') increased three percent over total revenue for the three months ended March 31, 1995 (the ``Fiscal 1995 Period''). Total revenue consists of net sales and research and development revenue. Net income was $219,439 or three cents per share for the Fiscal 1996 Period. Net income for the Fiscal 1995 Period was $110,241 or two cents per share. Net sales for the Fiscal 1996 Period declined by seven percent or $116,135 to $1,556,247 compared to net sales of $1,672,382 for the Fiscal 1995 Period. The decline in net sales was attributable to the sale of the Company's property rights in and regulatory approvals of Serc[R] (betahistine HCl) to Solvay-Duphar as of December 31, 1995. Accordingly, no sales of Serc were recorded during the Fiscal 1996 Period, whereas, net sales from Serc were $228,760 for the Fiscal 1995 Period. Net sales were further reduced by terminating distribution of the Company's over-the-counter products, as of December 31, 1995. Net sales of over- the-counter products were $106,395 for the Fiscal 1995 Period. The discontinuation of Serc and the over-the- counter products was off-set by a 16% sales increase in Marinol[R] (dronabinol). Marinol is currently the sole remaining source of product sales to the Company. Marinol sales increased due to higher unit volume. Total revenue, in addition to net sales, included $172,180 in research and development revenue in the Fiscal 1996 Period from foreign licensors' partial support of clinical development programs on in-licensed products. Approximately $2 million of future research and development expenditures will be offset by deferred research and development revenues paid to the Company by foreign licensors. Cost of sales decreased by $30,106 or four percent for the three month period ended March 31, 1996 compared to the three month period ended March 31, 1995. This decrease is due to the above mentioned sale of Serc and the discontinuation of the Company's over-the-counter products. The decrease in cost of sales was off-set by a provision for obsolete inventory. Cost of sales expressed as a percent of net sales increased to 44% from 42% for the same period in 1995. Operating and administrative expenses decreased in the Fiscal 1996 Period by $20,215 or three percent. Operating and administrative expenses as a percentage of net sales were 36% in the Fiscal 1996 Period compared to 35% in the Fiscal 1995 Period. Sales and marketing expenses decreased $51,684 or 19% in the Fiscal 1996 Period. Sales and marketing expenses were 14% of net sales in the Fiscal 1996 Period compared to 16% in the Fiscal 1995 Period. Research and development expenses in the Fiscal 1996 Period were $431,071, compared to $113,988 in the Fiscal 1995 Period. Research and development expenses were 28% of net sales for the Fiscal 1996 Period, and four percent of net sales for the Fiscal 1995 Period. The increase is due to clinical development of NTZ, Androgel[TM] and Androgel[TM]-DHT. The Company has added clinical and regulatory staff to manage its products' clinical development. Research and development expenses of $172,180 were offset by research and development revenue in the Fiscal 1996 Period. The Company expects research and development expenses to increase as planned product development continues. Liquidity At March 31, 1996, the Company had cash and cash equivalents of $20,205,946, compared to $7,011,843 at December 31, 1995, an increase of $13,194,103. The Company generated $1,388,756 from maturing short- investments during the Fiscal 1996 Period. The Company generated net cash from operations totaling $1,150,217 for the quarter ended March 31, 1996. Current receivables decreased by $1,099,440 due to receipt of cash payments due under a foreign license agreement and royalty payments from the Company's distributor of Marinol[R]. Inventories decreased $579,736 due to ongoing sales of Marinol[R] and the timing of new inventory deliveries. The Company generated $9,630,578 from the issuance of common stock during the Fiscal 1996 period. Approximately $7,600,000 was received from a private placement of the Company's common stock. Approximately $1,700,000 was received from exercised stock warrants owned by the Company's Chairman. Approximately $320,000 was received in connection with stock option exercises. PART II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to Vote None of Security Holders Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits None (b) Reports on Form 8-K None SIGNATURE PAGE 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. UNIMED PHARMACEUTICALS, INC. Date: May 8, 1996 By: /s/ Stephen M. Simes Stephen M. Simes President and Chief Executive Officer Date: May 8, 1996 By: /s/ David E. Riggs David E. Riggs Senior Vice President, Chief Financial Officer, Secretary and Treasurer