UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORTS UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
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OR
[ ] QUARTERLY REPORTS UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO_______
Commission File No. 0-19844
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PARACELSIAN, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 16-1399565
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 Langmuir Laboratories, Cornell Technology Park, Ithaca, New York 14850
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(address of principal executive offices) Zip Code
Issuer's telephone number: (607) 257-4224
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Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Securities 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 [ ]
There were 20,653,227 shares of Common Stock outstanding at August 13, 1999.
PARACELSIAN, INC. AND SUBSIDIARY
Index
Page
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PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of June 30, 1999 (Unaudited)
3
Consolidated Statements of Operations for the three and
nine months ended June 30, 1999 and 1998 and the cumulative
period from inception to June 30, 1999 (Unaudited) 4
Consolidated Statements of Cash Flows for the nine months
ended June 30, 1999 and 1998 and the cumulative period from
inception to June 30, 1999 (Unaudited) 5
Notes to Consolidated Financial Statements (Unaudited)
7
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations. 9
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
11
Item 6 - Exhibits and Reports on Form 8-K
11
Signatures
11
2
Paracelsian, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Balance Sheet
June 30, 1999
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 109,319
Inventory 171,689
Prepaid expenses and other current assets 7,798
----------
Total current assets 288,806
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Equipment, net 224,488
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Other Assets:
TCM extracts on-hand 194,574
Licensing agreement, net 31,258
Patents and trademarks, net 208,132
Note receivable 148,750
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582,714
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$1,096,008
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 204,816
Accrued expenses 17,206
Current portion of capital lease obligations 11,525
Current portion of notes payable 7,760
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Total current liabilities 241,307
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Long-term Liabilities
Long-term portion of capital lease obligation 11,668
Long-term portion of notes payable 16,037
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Total current and long-term liabilities 269,012
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Commitments and Contingency
Stockholders' Equity:
Common stock, $.01 par value; 35,000,000 shares authorized;
20,147,227 shares outstanding June 1999 201,472
Additional paid-in capital 24,128,300
Deficit accumulated during the development stage (22,160,261)
Treasury stock, at cost; 265,478 shares (1,342,515)
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Total stockholders' equity 826,996
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$1,096,008
==========
See accompanying notes to consolidated financial statements.
3
Paracelsian, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Statements of Operations
For the three and nine months ended June 30, 1999 and 1998,
And the cumulative period from inception to June 30, 1999
(Unaudited)
Cumulative
Three Months Ended Nine Months Ended Period from
June 30, June 30, Inception to
-------------------------- -------------------------- June 30,
1999 1998 1999 1998 1999
----------- ----------- ----------- ----------- ------------
Revenues:
Marketing rights $ -- $ -- $ -- $ -- $ 254,995
Products 640 1,425 8,293 3,100 185,318
Product testing 1,790 15,240 17,279 49,210 58,697
Development fees 50,000 -- 148,000 -- 148,000
Product royalties -- -- -- -- 1,246
Subscription revenue -- -- -- -- 31,625
----------- ----------- ----------- ----------- ------------
52,430 16,665 173,572 52,310 679,881
Operating expenses:
Research and product engineering 203,099 165,107 579,614 542,264 8,255,829
General and administrative 408,547 371,205 1,132,508 926,606 12,604,197
Product launch costs -- -- -- -- 300,544
Cost of products sold -- -- -- -- 95,023
----------- ----------- ----------- ----------- ------------
611,646 536,312 1,712,122 1,468,870 21,255,593
----------- ----------- ----------- ----------- ------------
Loss from operations during
the development stage (559,216) (519,647) (1,538,550) (1,416,560) (20,575,712)
Interest income, net 7,500 9,096 7,500 35,798 504,963
Gain on sale of assets -- -- 6,968 38,488
----------- ----------- ----------- ----------- ------------
Net loss during the development stage $ (551,716) $ (510,551) $(1,531,050) $(1,373,794) $(20,032,261)
=========== =========== =========== =========== ============
Basic and diluted net loss per share $ (0.03) $ (0.03) $ (0.08) $ (0.09)
=========== =========== =========== ===========
Weighted average number of
shares outstanding 19,405,588 14,871,296 18,869,948 14,871,296
=========== =========== =========== ===========
See accompanying notes to consolidated financial statements.
4
Paracelsian, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Statements of Cash Flows
For the nine months ended June 30, 1999 and 1998,
And the cumulative period from inception to June 30, 1999
(Unaudited)
Cumulative
Nine Months Ended Period from
June 30, Inception to
-------------------------- June 30,
1999 1998 1999
----------- ----------- ------------
Cash flows from operating activities:
Net loss $(1,531,050) $(1,373,794) $(20,032,261)
Adjustments to reconcile net loss to net cash used in
operating activities:
Gain on the sale of assets -- (6,968) (6,968)
Non-cash compensation expense 156,828 -- 1,399,103
Other non-cash expenses -- -- 1,742,754
Depreciation and amortization 321,975 321,975 2,008,820
Changes in assets and liabilities:
(Increase) decrease in inventory -- (15,366) (171,689)
(Increase) decrease in prepaid expenses and
other current assets 76,379 (51,305) 21,622
(Decrease) increase in accounts payable 135,181 (95,564) 559,338
(Decrease) increase in due to related party -- (11,555) --
(Decrease) increase in accrued expenses 12,071 (15,410) 174,409
----------- ----------- ------------
Net cash used in operating activities (828,616) (1,247,987) (14,304,872)
----------- ----------- ------------
Cash flows from investing activities:
Purchase of equipment (3,767) (31,212) (737,168)
Proceeds from sale of equipment -- 6,968 26,968
Acquisition of licensed technology -- -- (53,656)
Acquisition of patents and trademarks (37,929) (18,661) (468,508)
Acquisition of New Century Nutrition newsletter -- -- (350,000)
Acquisition of option for East West Herbs, Ltd.
and related acquisition costs -- -- (92,866)
Loan to East West Herbs, Ltd. -- -- (340,000)
Proceeds from East West Herbs, Ltd. -- 42,500 42,500
----------- ----------- ------------
Net cash used in investing activities (41,696) (405) (1,972,730)
----------- ----------- ------------
Cash flows from financing activities:
Sale of common stock, initial public offering, net of costs -- -- 5,124,014
Sale of common and preferred stock, net of costs 745,980 500,000 11,576,089
Proceeds from the exercise (redemption) of warrants -- -- 1,186,295
Proceeds from the exercise of options 31,400 -- 68,900
Purchase of treasury stock -- -- (1,342,515)
Cost of warrant dividend -- -- (63,102)
Payment on equipment contract -- -- (90,950)
Payment on capital lease obligations (6,651) -- (11,806)
Payment on notes payable (41,640) -- (60,004)
----------- ----------- ------------
Net cash (used in) provided by financing activities 729,089 500,000 16,386,921
----------- ----------- ------------
Net increase (decrease) in cash and cash equivalents (141,223) (748,392) 109,319
Cash and cash equivalents, beginning of period 250,542 886,249 --
----------- ----------- ------------
Cash and cash equivalents, end of period $ 109,319 $ 137,857 $ 109,319
=========== =========== ============
See accompanying notes to consolidated financial statements.
5
Paracelsian, Inc. and Subsidiary
(A Development Stage Company)
Consolidated Statements of Cash Flows
For the nine months ended June 30, 1999 and 1998,
And the cumulative period from inception to June 30, 1999
(Unaudited)
Cumulative
Nine Months Ended Period from
June 30, Inception to
-------------------------- June 30,
1999 1998 1999
----------- ----------- ------------
Supplemental disclosures:
Cash paid during the period for interest $ 4,189 $ 3,433 $ 31,251
=========== =========== ============
Supplemental disclosure of non-cash investing
and financing activities:
Fair value of assets acquired, net of cash acquired $ -- $ -- $ 1,733,212
Less - liabilities assumed -- -- 83,212
Less - issuance of common stock -- -- 1,644,000
----------- ----------- ------------
Net cash paid $ -- $ -- $ 6,000
=========== =========== ============
Warrant dividend $ -- $ -- $ 500,000
Issuance of common stock/warrants for services
and to reduce short-term liabilities $ 270,617 $ -- $ 835,848
Purchase of equipment $ -- $ -- $ 90,950
Repayment of officer stock subscription receivable $ -- $ -- $ 89,850
Issuance of common stock for licensing and technology rights $ -- $ -- $ 3,338
See accompanying notes to consolidated financial statements.
6
PARACELSIAN, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999
(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, 1998.
2. ORGANIZATION, BUSINESS, AND RISK FACTORS:
ORGANIZATION AND BUSINESS
Paracelsian, 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 necessary 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
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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 $1,531,000 for the nine months ended June 30, 1999 and had
working capital of approximately $48,000 at June 30, 1999. The Company continues
to expend funds on product research and development and general and
administrative expenses, however, under the direction of a new management team
and Board since January, 1998, the business plan has been revised, and efforts
have been focused on developing a recurring revenue stream. Revenues from the
BioFIT(TM) quality assurance program and from development of the Ah
Immunoassay(TM) dioxin screen commenced during the second quarter of fiscal
1999. The Company raised $217,500 in March 1999, $300,000 in May and June 1999
and $200,000 in July 1999 through private placements of its common stock.
Management believes that it can raise additional capital through similar private
placements, if needed, and that the combination of such capital and the
anticipated revenue stream will enable the Company to continue its operations
and emerge from the development stage in 1999.
3. SIGNIFICANT ACCOUNTING POLICIES:
CONSOLIDATION
The consolidated financial statements of the Company include the accounts of
Paracelsian, Inc. and its wholly owned subsidiary ParaComm, Inc. formerly known
as Para Acquisition Corp. All intercompany balances and transactions have been
eliminated.
CASH AND CASH EQUIVALENTS
Cash equivalents consist of highly liquid investments with an original maturity
of three months or less. The Company had no cash equivalents as of June 30,
1999.
RESEARCH AND PRODUCT ENGINEERING
Company-sponsored research and product engineering expenditures have been
charged to expense as incurred. These costs consist primarily of employee
salaries and direct laboratory costs. The cost of extracts used in research and
development activities is expensed as consumed.
8
NET LOSS PER SHARE
Basic loss per share is computed by dividing the net loss by the
weighted-average number of common shares outstanding during the period. The
Company's basic and diluted per share amounts are the same since the assumed
exercise of stock options and warrants are anti-dilutive.
PATENTS AND TRADEMARKS
The Company has acquired or applied for certain patent and trademark rights.
Costs associated with the acquisition and application for these rights have been
capitalized and are being amortized on the straight-line method over the
estimated legal life of the assets which range from 15 to 17 years.
EQUIPMENT AND DEPRECIATION
Equipment is stated at cost and is depreciated over the estimated useful lives
of the assets using the straight-line method.
USE OF ESTIMATES
The preparation of the consolidated 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
the disclosure of contingent assets and liabilities at the date of the financial
statements. Estimates also affect the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Nine months Ended June 30, 1999 as compared to the
Nine months Ended June 30, 1998
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 revenue to date on a recurring
basis.
Since January 1998, a significant portion of the new management team's strategy
has been focused on the development of the Company's core technology as a source
of significant revenues. These technologies, unique bioassays and assay systems
which can monitor the presence of environmental toxins or be used to assure the
consistent functionality of natural compounds sold as dietary supplements,
provide the basis, management feels, for the emergence from the development
stage by the end of calendar 1999.
The Company has now completed development of its BioFIT (TM) (Bio Functional
Integrity Tested) "functional" quality assurance program for herbal and other
complex natural products. This unique quality assurance program is able to
certify consistent bio-functionality of herbal and other dietary supplements.
This new "functional" approach to quality assurance will assist consumers in
selecting herbs and other botanical and complex natural products, including
nutraceuticals, based on their demonstrated biological activity, rather than
relying, as in the past, on a chemical analysis of their principal constituents.
Chemicals analysis has not been demonstrated to be a consistent measure of
functionality for herbal products, and often presumed actives or marker
compounds used for standardization do not predict biological activity. The
BioFIT (TM) certification ensures that products exhibit a high enough level of
biological activity in mechanisms relevant to the claimed product benefit, when
compared to products used in successful clinical trials, to suggest that the
product will deliver on its benefit claims.
The Company filed a broad patent application covering its unique approach to
quality assurance in July of 1998. The patent application is being prosecuted by
Kenyon & Kenyon of New York, one of the nation's most respected law firms
specializing in intellectual property.
In July 1998, the Company entered into an agreement with R.P. Scherer North
America that establishes them as the exclusive marketing and distribution agent
for the BioFIT (TM) certification program in the dietary supplement and OTC
market segments in North America. 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 (TM) products. This
agreement has now been modified to limit R.P. Scherer's exclusivity only to the
softgel delivery system. The Company will continue to receive royalties on the
sale of all BioFIT (TM) certified products by R.P. Scherer and will continue to
be paid for batch to batch testing. However, the Company is now free to pursue
arrangements with all manufacturers selling other types of delivery forms
including tablets, two part hard shells, foods and beverages, as well as with
raw material manufacturers. This dramatically increases the Company's potential
revenue and, in the case of finished goods manufacturers, allows the Company to
receive royalties based on a higher selling price than that at which its
royalties from R.P. Scherer would have been based.
The Company has initiated testing for several raw material suppliers and
finished goods manufactures. Revenues derived from testing are increasing and
the Company expects that requests for testing will continue to increase in the
coming months as the industry enters its peak selling period from September to
March. The Company is also in active discussions with several sellers of
finished dietary supplements and sellers of raw materials and expects to
complete negotiations shortly that will result in BioFIT (TM) certified products
being seen on store shelves later this year.
The Company is also continuing its efforts to expand the scope of the BioFIT
(TM) program to the rest of the world and is in ongoing discussions with R.P.
Scherer pursuant to a letter agreement signed in March 1999 to take advantage of
this opportunity.
The Company signed a letter of intent with Kubota Corporation on May 25, 1999
calling for the signing of a development agreement to further develop
Paracelsian's patented Ah Immunoassay(TM) for use in the monitoring of municipal
waste incinerators in Japan. The development agreement was signed on July 20,
1999 and provided for payments to the Company in the amount of $257,000, with
$157,000 due by the end of August 1999. The letter of intent further called for
10
the signing of a license agreement with Kubota and this agreement is currently
being negotiated, and the Company expects to sign an agreement by the end of
August 1999. This agreement will provide both license fees and guaranteed
royalties, although the royalties may not begin for up to three years while the
Ah Immunoassay(TM) is being validated for its intended use in Japan.
In addition to its agreements and discussions with Kubota in Japan, the Company
is also actively involved in discussions with private businesses in Belgium,
Korea and with Ministry of Health and other government agencies in the Peoples
Republic of China regarding development and implementation of the Ah
Immunoassay(TM) to monitor food, water and soil, in addition to municipal waste
incinerators. The Company expects these discussions to be fruitful and result in
further applications for its technology with associated revenues some time in
the year 2000.
The Company is also pursuing the further development of its E-commerce business
and has established a site focusing on various aspects of Traditional Chinese
Medicine, including the sale of Traditional Chinese Medicine remedies.
Discussions are ongoing with the People's Republic of China aimed at achieving
proprietary access to various scientific information and research and
development services and at establishing sources of TCM products to be sold over
the Internet. The Company expects these efforts to begin bearing fruit in the
year 2000.
RESULTS OF OPERATIONS
The Company's net loss for the third quarter of fiscal 1999 was approximately
$552,000 compared to $511,000 in the third quarter of fiscal 1998. For the nine
months ended June 30, 1999, the net loss was $1,531,000, compared to $1,374,000
for the comparable period of the preceding year. Revenues for the three and nine
month periods were $52,000 and $174,000 in 1999 as compared to $16,000 and
$52,000 in 1998. The increase in revenues is primarily attributable to initial
development fees under the BioFit (TM) program with R.P. Scherer ($100,000) and
fees from the Kubota Corporation ($48,000) for development work on the Ah
Immunoassay(TM). Operating expenses for the fiscal 1999 periods are modestly
higher than the comparable periods in fiscal 1998, reflecting the gradual build
up of personnel and related costs associated with the development of the BioFit
(TM) certification program. Additionally, the 1999 periods include $78,000 of
non-cash compensation associated with the vesting of stock options previously
granted to the Chief Executive Officer.
LIQUIDITY & CAPITAL RESOURCES
As of June 30, 1999, the Company had cash of $109,000 and net working capital of
$48,000. Subsequent to quarter end, the Company executed an agreement with
Kubota Corporation providing for payments to the Company in the amount of
$257,000, including $157,000 due by the end of August. Additionally, in late
July 1999, the Company completed the second half of an aggregate $400,000
private placement, bringing the total private placements completed since fiscal
year end to $967,500. Current monthly cash requirements in order to sustain
meaningful operations are approximately $100,000. Management believes, based on
its recent experience, that it can continue to raise incremental capital through
private placements, if needed, to support its operations until such time as the
revenue stream is sufficient to provide for continuing operations. Such private
placements, if any, will likely require discounts from then current market
prices, reflecting the risk associated with trading restrictions, trading volume
and volatility, and stock price support levels. Management will continue to
evaluate the most cost effective means of raising any additional needed capital,
including the feasibility of adjusting exercise prices on outstanding options or
warrants as appropriate. There can be no assurance that additional financing
will be available on acceptable terms or at all.
YEAR 2000 COMPLIANCE
The Company continues to monitor its exposure to the year 2000 computer problem.
Management believes that all of the Company's date sensitive computer equipment
and software is Y2K compliant, and is not aware of any vendor or customer Y2K
problems that could have a significant impact on the financial position or
results of operations of the Company. To date, the Company has not incurred any
significant expense with respect to this issue and does not anticipate any
significant related expense in the future.
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PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
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 had 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 August 13, 1999
PARACELSIAN, INC.
By: /s/ BERNARD M. LANDES
--------------------------------
Bernard M. Landes
President,
Chief Executive Officer, and
Principal Accounting Officer
12