1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 1996
Commission file No: 1-12836
PHARMA PATCH PUBLIC LIMITED COMPANY
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(Exact Name of issuer as Specified in its Charter)
Ireland Not Applicable
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation) Identification No.)
15/16 Fitzwilliam Place, Dublin, Ireland
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(Address of Principal Executive Office) (Zip Code)
011-353-1-662-5222
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Issuer's Telephone Number, Including Area Code
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Exchange Act during the past twelve months
(or for such shorter periods that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past
ninety days.
Yes X No
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The number of ordinary shares of Registrant outstanding as of May 31, 1996 was
16,915,211 shares.
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PHARMA PATCH PUBLIC LIMITED COMPANY
INDEX
PART 1 -- FINANCIAL INFORMATION
Page No.
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Item 1. Financial Statements
Unaudited Consolidated Balance Sheets -- February 29, 1996
May 31, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Unaudited Consolidated Statement of Operations -- Year ended
February 29, 1996, three months ended May 31, 1996 and
May 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Unaudited Consolidated Statement of Cash Flows --
The three months ended May 31, 1996 and
May 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Unaudited Statement of Changes in Stockholders Equity --
Three months ended May 31, 1996 and May 31, 1995 . . . . . . . . . . . . . . . . . . 6
Unaudited Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
PART 2 -- OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . 13
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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PHARMA PATCH PLC
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars)
UNAUDITED
as at May 31, 1996 February 29, 1996
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ASSETS
CURRENT
Cash and cash equivalents 3,626,593 668,822
Accounts receivable 307,810 22,690
Due from Vista -- 251,500
Investment in TCPI - available for sale, at
market price 6,698,488 16,805,320
Prepaids & other assets 263,380 --
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TOTAL CURRENT ASSETS 10,896,271 17,748,332
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Fixed assets 1,126,375 --
Investments in subsidiaries 2,149,818 --
Long term receivables 191,571 --
Goodwill 4,534,874 --
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TOTAL ASSETS 18,898,909 17,748,332
=====================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIENCY)
CURRENT
Accounts payable 1,950,100 683,269
Accrued expenses 1,180,240 773,553
Deferred tax liability -- 1,710,212
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TOTAL CURRENT LIABILITIES 3,130,340 3,167,034
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Long Term Debt 660,196 --
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TOTAL LIABILITIES 3,890,536 3,167,034
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Minority Interest 3,025,306 --
SHAREHOLDERS' EQUITY (DEFICIENCY)
Capital stock
Authorized
52,046,576 Ordinary Shares
Issued and outstanding [16,915,211 at
May 31, 1996; 11,410,633 at
February 29, 1996 ]
Ordinary Shares, at par value 2,343,678 2,256,756
Premium in excess of par value 18,387,064 15,404,580
Deficit (6,979,820) (6,249,628)
Cumulative translation adjustment 369,057 (6,518)
Unrealized gain (loss) on securities available
for sale (net of deferred taxes of
$1,710,212 at February 29, 1996 (2,036,912) 3,176,108
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Total shareholders' equity (deficiency) 12,083,067 14,581,298
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18,898,909 17,748,332
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PHARMA PATCH PLC
CONSOLIDATED STATEMENT OF OPERATIONS
(Expressed in U.S. dollars)
UNAUDITED
------------------------------------
For the Year Ended
For the Three Months Ended May 31 February 29
------------------------------------ ----------------------
1996 1995 1996
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REVENUES 482,732 -- --
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EXPENSES
Administration 871,526 180,786 1,798,524
Depreciation and amortization 149,788 -- --
Foreign exchange (gain) loss 567 -- --
Interest income (2,894) -- 2,285
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1,018,987 180,786 1,800,809
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Loss from operations 536,255 180,786 1,800,809
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Loss on sale of investment 254,903 -- --
Equity investee loss 7,468 -- --
Minority interest loss for period (68,434) -- --
Other income -- (5,884) (72,136)
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Loss from continuing operations 730,192 174,902 1,728,683
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Discontinued Operations
Loss from discontinued operations -- (703,444) (2,593,468)
Gain on sale of business segment -- -- 16,412,827
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Gain (loss) on discontinued operations -- (703,444) 13,819,359
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NET EARNINGS (LOSS) FOR THE PERIOD (730,192) (878,346) 12,090,676
Deficit, beginning of Period (6,249,628) (18,340,304) (18,340,304)
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DEFICIT, END OF PERIOD (6,979,820) (19,218,650) (6,249,628)
========================================================================================================================
Per share of common stock
Loss from continuing operations (.05) (.04) (.22)
Discontinued operations 0 (.14) 1.72
Net earnings (loss) (.05) (.18) 1.50
========================================================================================================================
Weighted average number of
Ordinary Shares outstanding 15,580,315 4,960,425 8,033,265
========================================================================================================================
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PHARMA PATCH PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
UNAUDITED
------------------------------
For the Three Months
Ended May 31
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1996 1995
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OPERATING ACTIVITIES
Net earnings (loss) for the year (730,192) (878,346)
Add non-cash items
Depreciation and amortization 149,788 91,941
Write-down of fixed assets -- --
Gain on sale of business -- --
Non cash payment of expense -- --
Loss on sale of investment 254,903 --
Non cash payment of expenses 208,690 --
Other cash payments 13,975 --
Net change in non-cash working
capital items 570,617 38,354
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467,781 (748,051)
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INVESTING ACTIVITIES
Purchase of fixed assets (5,412) (30,312)
Net proceeds of sale of investment 2,928,696 --
Investment in Vista, net of cash acquired (710,188) --
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2,213,096 (30,312)
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FINANCING ACTIVITIES
Issue of shares, net 276,894 832,700
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Net increase (decrease) in cash and cash
equivalents for the period 2,957,771 54,337
Cash and cash equivalents, beginning of period 668,822 638,745
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Cash and cash equivalents, end of period 3,626,593 693,082
===============================================================================================
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PHARMA PATCH PLC
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTH PERIODS ENDED MAY 31, 1995 AND 1996
(Expressed in U.S. dollars)
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Number of Premium in Excess
Shares Par Value of Par Value
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Balance on
February 28, 1995 5,740,253 2,183,643 11,448,439
Issuance of Stock-(Unaudited)
Payment of Professional Fees 21,500 254 20,027
Payment of Accrued Salaries 174,167 2,525 171,642
Private Placement
Share Issuance Costs -- -- (80,748)
Net Income (Loss) May 31, 1995
(unaudited) -- -- --
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Balance May 31, 1995 (Unaudited) 6,654,920 2,196,848 12,267,934
======================================================================================================
Balance on
February 29, 1996 11,410,633 2,256,756 15,404,580
Issuance of Stock (Unaudited)
Payment of Professional Fees 404,578 6,350 202,340
Shares issued to acquire 900,000
of Vista's outstanding
common stock 4,500,000 71,100 2,178,900
Private Placement 600,000 9,472 285,528
Share Issuance Costs -- -- (18,106)
Unrealized gain on capital issued by
Vista Technologies, Inc. -- -- 333,822
Cumulative translation adjustment
related to Vista -- -- --
Unrealized gain (Loss) on Equity
Securities for the Period -- -- --
Net Loss May 31, 1996 (Unaudited) -- -- --
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Balance May 31, 1996 (Unaudited) 16,915,211 2,343,678 18,387,064
======================================================================================================
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Cumulative Unrealized
Accumulated Translation Gain (Loss) on Total Shareholder
Deficit Adjustment Equity Equity
Securities (Deficiency)
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Balance on
February 28, 1995 (18,340,304) -- -- (4,708,222)
Issuance of Stock-(Unaudited)
Payment of Professional Fees -- -- -- 20,281
Payment of Accrued Salaries -- -- -- 174,167
Private Placement
Share Issuance Costs -- -- -- (80,748)
Net Income (Loss) May 31, 1995
(unaudited) (878,346) -- -- (878,346)
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Balance May 31, 1995 (Unaudited) (19,218,650) -- -- (4,753,868)
================================================================================================================================
Balance on
February 29, 1996 (6,249,628) (6,518) 3,176,108 14,581,298
Issuance of Stock (Unaudited)
Payment of Professional Fees -- -- 208,690
Shares issued to acquire 900,000
of Vista's outstanding
common stock -- -- 2,250,000
Private Placement -- -- 295,000
Share Issuance Costs -- -- (18,106)
Unrealized gain on capital issued by
Vista Technologies, Inc. -- -- 333,822
Cumulative translation adjustment
related to Vista -- 375,575 375,575
Unrealized gain (Loss) on Equity
Securities for the Period -- -- (5,213,020) (5,213,020)
Net Loss May 31, 1996 (Unaudited) (730,192) -- (730,912)
- --------------------------------------------------------------------------------------------------------------------------------
Balance May 31, 1996 (Unaudited) (6,979,820) 369,057 (2,038,912) 12,083,067
================================================================================================================================
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Expressed in U.S. dollars)
Unaudited
All information should be read in conjunction with the Management's Discussion
and Analysis of Financial Condition, Results of Operations and Financial
Statements and Notes to Financial Statements included in the Company's Annual
Report on Form 10KSB for the year ended February 29, 1996. Operating results
for the three month period ending May 31, 1996 are not necessarily indicative
of the results that may be obtained for the entire year.
1. ORGANIZATION
Pharma Patch Plc ("Pharma Patch") or ("the Company") is currently engaged,
through its subsidiary Vista Technologies, Inc., in providing photorefractive
keratectomy ("PRK") and other laser vision correction ("LVC") facilities and
services to the health care industry. The Company was incorporated under the
laws of the Republic of Ireland in January, 1992. Prior to July, 1993, Pharma
Patch had no significant assets or operations.
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On November 15, 1995, the Company sold substantially all of the operating
assets to Technical Chemicals and Products, Inc. (TCPI) for a gain of
approximately $16.4 million. These assets included 11 U.S. patents relating to
transdermal drug delivery and skin permeation technology, license rights to
skin penetration enhancers and electronically assisted drug delivery,
proprietary information and trade secrets related thereto, certain licensing
and product feasibility agreements entered into by the Company and one of its
subsidiaries fixed assets. In consideration for the purchased assets, TCPI
issued an aggregate of 786,214 shares of its common stock with a fair value of
$11,919,000 and satisfied the $5,000,000 promissory note previously issued by
the Company to Flora, Inc. (Flora). As a result of this transaction, the
Company owned 9.9% of TCPI's outstanding common shares.
On January 16, 1996, the Company entered into a supplemental agreement with
TCPI which amended certain provisions of the November 1995 asset purchase
agreement. TCPI has filed a Registration Statement on Form S-1 with the
Securities and Exchange Commission with respect to the sale of 1,800,000 TCPI
common shares (Offering). Pursuant to the terms of the supplemental
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agreement, the Company executed a lock-up letter with the representative of the
TCPI Underwriters providing that it would not sell or otherwise dispose of any
of its shares of common stock for a period to expire 180 days following the
closing date of the Offering (April 30, 1996) without their prior consent. As
consideration for the execution of the lock-up agreement, TCPI (i) terminated
an existing lock-up agreement covering TCPI common stock owned by the Company,
executed in connection with the asset purchase agreement; (ii) effective as of
closing date of the Offering, terminated the voting trust agreements,
shareholders' agreement and irrevocable proxy, executed in connection with the
asset purchase agreement which, among other things, limited the Company's
ability to vote or dispose of its shares of common stock; (iii) allowed the
Company to offer for sale 100,000 shares of this common stock in the Offering
(plus up to an additional 110,000 if the Underwriters over-allotment option is
exercised); (iv) effective as of the closing date of the Offering, issued to
the Company a two-year warrant to purchase 100,000 shares of common stock at an
exercise price equal to the per share Offering price; and (v) file a
Registration Statement on Form S-3 to register all of the remaining shares of
common stock owned by the Company after the Offering. On April 30, 1996, TCPI
completed the offering whereby Pharma Patch sold 210,000 of its TCPI stock for
net proceeds of approximately $2.9 million.
On March 21, 1996, the Company completed the acquisition of 61.3% of the voting
interest of Vista Technologies, Inc. ("Vista"). Vista provides photo
refractive keratectomy (PRK) and other laser vision correction ("LVC")
facilities and services to the health care industry.
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The Company executed a stock purchase agreement for 200,000 newly issued shares
of Vista common stock for a cash price of $500,000. The Company and Vista
executed an additional agreement under which Vista provided 2,060,000 newly
issued shares of its common stock to the Company plus 500,000 Vista Class C
common stock purchase warrants. In exchange, Vista received a $750,000
interest-free note due six months after the transaction date and 200,000
restricted shares of TCPI common stock previously held by the Company with a
fair value on the date of the transaction of $3,550,000 (original cost basis to
the Company of $3,032,000). The Company repaid the $750,000 note in full
during the first quarter of fiscal 1997. The Company also received an option
to acquire 250,000 Vista shares at $2.50 per share.
In a separate transaction, the Company agreed to provide 4,500,000 newly issued
Ordinary Shares in exchange for a total of 900,000 shares of Vista's
outstanding common stock owned by three shareholders.
2. SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP) in the United States.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Pharma Patch and
its wholly-owned subsidiaries. The Company owned 47.1% (see Minority Interest
note) of Vista's issued and outstanding common shares on May 31, 1996, and
these accounts are also
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included in the consolidated financial statements (since the acqusition at the
end of March 1996). All significant intercompany balances and transactions
have been eliminated on consolidation.
FIXED ASSETS
Fixed Assets are recorded at acquisition cost. The Company provides
depreciation and amortization at rates which are expected to charge operations
with the cost of the assets over their estimated useful lives ranging from 3 to
10 years.
REVENUE RECOGNITION
Revenues are recognized when services are performed. Product development fees
included in discontinued operations represent charges to third parties for
research and development work performed by the Company and are recorded in the
period the fees are earned.
RESEARCH AND DEVELOPMENT EXPENDITURES
Research and development expenditures included in discontinued operations are
charged to expense as incurred.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities stated in functional currencies other than the U.S.
dollar are translated at the year-end exchange rate and revenues and expenses
at the average rate of exchange for the year. Foreign exchange gains and
losses from transactions in currencies other than the applicable functional
currency are reflected in income during the year. Gains or losses arising on
the translation of financial statements give rise to a cumulative translation
adjustment which is included as a component of shareholders' deficiency.
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As a result of the Company's transaction and consolidation of Vista's financial
statements at May 31, 1996, a balance of $369,057 relating to foreign currency
adjustment at quarter end exists. This amount arises from Vista's
European subsidiaries.
Fixed Assets
Fixed assets consist of the following at May 31, 1996:
Eximer laser and other technical equipment 1,084,735
Other furniture and equipment 41,640
-----------
1,126,375
Goodwill
Goodwill on the Company's Consolidated Balance Sheet represents the excess
purchase price paid for Vista after allocating the purchase price to the net
assets. Goodwill is being amortized on over 15 years on a straight-line
method, pending final review of the allocation of the purchase price by the
Company's management. Goodwill at May 31, 1996 is as follows:
Goodwill 4,585,828
Less: Accumulated amortization (50,954)
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4,534,874
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MINORITY INTEREST
On March 21, 1996, the Company acquired 61.3% on the issued and outstanding
common stock on Vista. In May 1996, Vista issued 1,450,000 shares of its
common stock to acquire interests in three developmental stage companies
involved in providing PRK and other LVC facilities and services to the health
care industry. The shares issued by Vista reduced the Company's ownership in
Vista from 61.3% to 47.1% at May 31, 1996. The results of Vista have been
included in the consolidated financial statements of the Company as the Company
continues to have control of Vista through its Board of Directors
representation as well as the active roles the Company's
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officers have over the day-to-day operations of Vista. Additionally, in July
the Company increased its ownership in Vista from 47.1% to 48.7% by exercising
200,000 of its 250,000 existing rights to acquire Vista common stock.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with Generally Accepted
Accounting Principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
INVESTMENT SECURITIES AVAILABLE FOR SALE
Equity securities that are purchased with the intent and ability to hold as
investments are classified as investment securities available for sale and are
carried at fair market value. Unrealized holding gains and losses are excluded
from earnings and reported as a net amount in a separate component of
stockholders equity. At May 31, 1996 Investment Securities available for sale
consist of 576,214 shares of common stock in TCPI.
INTRODUCTION
The following unaudited condensed consolidated pro forma financial information
represents the results of operations of the Company and Vista as if the
acquisition has occurred as of March 1, 1996 and March 1, 1995. The unaudited
condensed consolidated financial information does not necessarily reflect the
results of operations that would have occurred had the company and Vista
constituted a single entity during such periods nor does it represent a basis
for assessing future performance.
PHARMA PATCH PLC
UNAUDITED CONDENSED CONSOLIDATED
PRO FORMA STATEMENT OF OPERATIONS
For the three month periods ended
May 31, 1996 and 1995
For the For the
three months three months
ended May 31, 1996 ended May 31, 1995
Revenue 724,098 561,028
Loss from operations (830,301) (1,961,867)
Earnings Per Share (.05) (.18)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
GENERAL
The Company acquired 61.3% of Vista on March 21, 1996. Operations of the
Company for the three months ended May 31, 1996 consisted primarily
of providing photorefractive keratectomy (PRK) and other
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laser vision correction (LAC) facilities to the healthcare industry through its
subsidiary Vista since the acquisition in March 1996. Additionally, the
Company completed Private Placement financing in April 1996 contributing net
proceeds of approximately $276,000.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MAY 31, 1996
Revenues for the three months ended May 31, 1996 were generated from photo
refractive keratectomy and other laser vision correction facility and service
fees earned by European operations of the Company's subsidiary Vista. The
Company did not generate any revenue for the comparable prior year period.
Expenses for the three month period ended May 31, 1996 totalled $1,018,987.
The increase of $838,201 from the three months ended May 31, 1995 is primarily
attributable to the inclusion of Vista operations in the companies first
quarter financial statements. Total expenses of $1,018,987 consist primarily
of salaries, equipment (excimer lasers) and facility leases related to the
laser vision correction operations and depreciation and amortization.
During the first quarter ended May 31, 1996 the Company sold 210,000 shares of
TCPI generating a loss including commissions of $254,903.
The net loss for the three months ended May 31, 1996 was $730,192 or $0.05 per
share compared to $878,346 or $0.18 per share for the three months ended May
31, 1995.
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LIQUIDITY AND CAPITAL RESOURCES
Since its inception, the Company has relied upon private and public equity
financing and internally generated cash flows to finance its operations.
The increase in cash of $2,957,777 from February 29, 1996 to May 31, 1996
represents the net proceeds from the balance of a closing of the Private
Placement ($276,894) and the net proceeds form the sale of 210,000 shares of
TCPI shares ($2,928,696) offset primarily by the net cash component of the
purchase price paid to Vista ($998,500) less cash held by Vista at the time of
purchase of $288,312 for a net effect of ($710,188), the purchase of fixed
assets ($5,412) and other on-going working capital requirements. The Company
has 576,214 shares of TCPI remaining for which the lock up agreement ends in
October 1996, at which time the stock can be sold. As of July 19, 1996 the TCPI
stock had a market value of $10.25 per share.
The net loss for the three month period ended May 31, 1996 of $730,192 included
depreciation and amortization and a net change in non-cash working capital of
$149,788 and $570,617 respectively.
The Company has had limited operating revenues and has accumulated a deficit of
$6,979,820. The Company expects to continue to incur operating losses until
such time, if ever, it generates sufficient revenues. There is no assurance
that the Company will ever operate profitably.
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
A. Exhibits
Pro Forma Condensed Consolidated Statements of Operations
B. Reports on Form 8-K
Form 8-K dated April 1, 1996
Form 8-K dated May 6, 1996
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SIGNATURES
In accordance with the requirements of the Securities and Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PHARMA PATCH PUBLIC LIMITED COMPANY
-----------------------------------
Registrant
Date: July 22, 1996 By: /s/ MURRAY D. WATSON
------------------------------------
\s\Murray D. Watson
Chairman & Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
Ex. 27 Financial Data Schedule