Item 1. Condensed Financial Statements
FCCC, INC.
CONDENSED BALANCE SHEETS
(Dollars in thousands, except share data)
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June 30,
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March 31,
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2014
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2014
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(
Unaudited
)
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(Audited)
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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32
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$
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42
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Total current assets
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32
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42
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Other assets
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1
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1
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TOTAL ASSETS
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$
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33
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$
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43
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable and other accrued expenses
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$
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32
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$
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15
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Total current liabilities
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32
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15
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Commitments and Contingencies
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-
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-
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TOTAL LIABILITIES
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32
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15
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Stockholders’ equity:
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Common stock, no par value, 22,000,000 shares authorized,
1,561,022 shares issued and outstanding at June 30, 2014 and March 31, 2014
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781
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781
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Additional paid-in capital
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8,035
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8,035
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Accumulated deficit
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(8,815
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)
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(8,788
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)
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Total stockholders’ equity
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1
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28
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$
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33
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$
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43
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See notes to condensed financial statements
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except share and per share data)
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Quarter Ended June 30,
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2014
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2013
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Income:
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Interest income
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$
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--
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$
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--
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(a)
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Total income
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--
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--
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Expense:
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Operating and administrative expenses
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27
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8
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Total expense
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27
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8
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Loss before income taxes
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(27
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)
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(8
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)
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Income tax expense
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0
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0
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Net Loss
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$
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(27
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)
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$
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(8
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)
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Basic and Diluted loss per share
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$
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(0.02
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)
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$
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(0.01
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)
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Weighted average common shares outstanding
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Basic and Diluted
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$
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1,561,022
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$
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1,561,022
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___________
See notes to condensed financial statements
FCCC, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
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Quarter Ended June 30,
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2014
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2013
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Cash Flows from Operating Activities:
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Net Loss
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$
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(27
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)
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$
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(8
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)
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Adjustments to reconcile net loss to cash used in operating activities:
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Changes in assets and liabilities:
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Accounts payable and accrued expenses
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17
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3
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Net cash used in operating activities
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(10
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)
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(5
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)
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Net decrease in cash and cash equivalents
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(10
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)
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(5
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)
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Cash and cash equivalents, beginning of period
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42
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79
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Cash and cash equivalents, end of period
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$
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32
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$
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74
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See notes to condensed financial statements
FCCC, INC.
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE QUARTER ENDED JUNE 30, 2014
(Unaudited)
(Dollars in thousands)
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Common Stock
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Paid-in
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Accumulated
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Shares
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Amount
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Capital
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Deficit
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Total
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BALANCE — April 1, 2014
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1,561,022
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$
|
781
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$
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(8,035
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)
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$
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(8,788
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)
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$
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28
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Net loss – Quarter ended June 30, 2014
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—
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—
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—
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(27
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)
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(27
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)
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BALANCE — June 30, 2014
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1,561,022
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$
|
781
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$
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(8,035
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)
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$
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(8,815
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)
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$
|
1
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|
See notes to condensed financial statements
FCCC, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2014
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of FCCC, Inc. (the “Company”), have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X, promulgated by the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair representation have been included herein. Operating results are not necessarily indicative of the results which may be expected for the year ending March 31, 2015 or other future periods. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014.
NOTE B - RELATED PARTY TRANSACTIONS
Employees and Consultants
On July 1, 2003, the Company and Mr. Bernard Zimmerman, the President, Chief Executive Officer and Principal Financial Officer of the Company, entered into a Consulting Agreement (the "2003 Zimmerman Consulting Agreement") which provided for monthly payments of $2,000 to Mr. Zimmerman or his affiliate plus reasonable and necessary out-of-pocket expenses. Effective August 1, 2011, Mr. Zimmerman reduced his monthly fee to $1,500 per month. Effective April 1, 2012, Mr. Zimmerman offered and agreed to accept no continuing monthly consulting fees. Upon the expiration of the 2003 Zimmerman Consulting Agreement on July 1, 2006, the Board of Directors authorized the extension of the 2003 Zimmerman Consulting Agreement, on a month-to-month basis. The 2003 Zimmerman Consulting Agreement was terminated on July 11, 2014 (See Note D). Management of the Company expects to use consultants, attorneys and accountants as necessary, and it is not expected that the Company will have any full-time or other employees, except as may be the result of completing a transaction.
NOTE C - SHARE BASED AWARDS
Earnings Per Common Share:
The Company follows FASB ASC 260,
Earnings Per Share
. Basic earnings per share (“EPS”) is based on the weighted average number of common shares outstanding for the period, excluding the effects of any potentially dilutive securities. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period.
Basic and diluted loss per common share was calculated using the following number of shares for the three months ended June 30, 2014 and June 30, 2013:
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2014
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2013
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Weighted average number of common shares outstanding
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1,561,022
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1,561,022
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NOTE D - SUBSEQUENT EVENTS
The Company has evaluated events that occurred subsequent to June 30, 2014, and determined the following:
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·
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On June 27, 2014, the Company entered into a Securities Purchase Agreement with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus (collectively, the “Purchasers”), pursuant to which the Company agreed to sell to the Purchasers an aggregate of 1,900,000 shares of common stock for aggregate cash consideration equal to $380,000. The shares represent approximately 54.9% of the issued and outstanding shares of the Company’s common stock. The transaction closed on July 11, 2014.
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·
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On July 11, 2014, the Company entered into a consulting agreement with Bernard Zimmerman. Pursuant to the agreement, Mr. Zimmerman agreed to consult with the Company regarding the prior activities of the Company, acquisition and reverse merger or other corporate opportunities. Mr. Zimmerman will receive compensation of $2,000 per month. The agreement expires July 11, 2015 unless terminated earlier and may be terminated by either party on 30 days’ notice. If the Company terminates the agreement prior to January 11, 2015, unless terminated as a result of Mr. Zimmerman’s breach of the agreement, the Company shall pay to Mr. Zimmerman an amount equal to $12,000 reduced by any consulting fees previously paid to Mr. Zimmerman.
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ITEM 1 (B). UNRESOLVED STAFF COMMENTS
Not Applicable
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The following discussion may contain forward-looking statements regarding us, our business prospects and our results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. The risks and uncertainties are summarized in the forward-looking statements in other documents that we file with the Securities Exchange Commission, such as our Annual Report on Form 10-K for the year ended March 31, 2014. These forward-looking statements reflect our view only as of the date of this report. We cannot guarantee future results, levels of activity, performance, or achievement. We do not undertake any obligation to update or correct any forward-looking statements.
ANALYSIS OF OPERATIONS AND FINANCIAL CONDITION
We have limited operations and are actively seeking merger, reverse merger, acquisition or business combination opportunities with an operating business or other financial transaction opportunities. Until a transaction is effectuated, we do not expect to have significant operations. Accordingly, during this period we do not expect to achieve sufficient income to offset our operating expenses, resulting in operating losses that may require us to use and thereby reduce our limited cash balance. Until we complete a merger, reverse merger or other financial transaction, and unless interest rates increase dramatically, we expect to continue to incur a loss of between $15,000 to $20,000 per quarter.
The Company does not have any arrangements with banks or financial institutions with respect to the availability of financing in the future.
The payment of any cash distributions is subject to the discretion of the Company’s Board of Directors. At this time the Company has no plans to pay any additional cash distributions in the foreseeable future.
CURRENT BUSINESS
Since June 2003, our operations consist of a search for a merger, acquisition, reverse merger or a business transaction opportunity with an operating business or other financial transaction; however, there can be no assurance that this plan will be successfully implemented. Until a transaction is effectuated, we do not expect to have significant operations. At this time, we have no arrangements or understandings with respect to any potential merger, acquisition, reverse merger or business combination candidate pursuant to which we may become an operating company.
Opportunities may come to our attention from various sources, including our management, our stockholders, professional advisors, securities broker-dealers, venture capitalists and private equity funds, members of the financial community and others who may present unsolicited proposals. At this time, we have no plans, understandings, agreements, or commitments with any individual or entity to act as a finder in regard to any business opportunities. While we do not currently anticipate that we will engage unaffiliated professional firms specializing in business acquisitions, reorganizations or other such transactions, these firms may be retained if the arrangements are deemed to be in our best interest. Compensation to a finder or business acquisition firm may take various forms, including cash payments, payments involving issuance of securities (including those of our company), or any combination of these or other compensation arrangements. Consequently, we are currently unable to predict the cost of utilizing such services.
We have not restricted our search to any particular business, industry, or geographical location. In evaluating a potential transaction, we analyze all available factors and make a determination based on a composite of available facts, without reliance on any single factor.
It is not possible at this time to predict the nature of a transaction in which we may participate. Specific business opportunities would be reviewed as well as our respective needs and desires and the legal structure or method deemed by management to be suitable would be selected. In implementing a structure for a particular transaction, we may become a party to a merger, consolidation, reorganization, tender offer, joint venture, license, purchase and sale of assets, or purchase and sale of stock, or other arrangement the exact nature of which cannot now be predicted. Additionally, we may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of our company with other business organizations and there is no assurance that we would be the surviving entity. In addition, our present management and stockholders may not have control of a majority of the voting shares of our company following reorganization or other financial transaction. As part of such a transaction, some or all of our existing directors may resign and new directors may be appointed. Our operations following the consummation of a transaction will be dependent on the nature of the transaction. There may also be various risks inherent in the transaction, the nature and magnitude of which cannot be predicted.
We may also be subject to increased governmental regulation following a transaction; however, it is not possible at this time to predict the nature or magnitude of such increased regulation, if any.
We expect to continue to incur moderate losses each quarter until a transaction considered appropriate by management is effectuated.
RECENT DEVELOPMENTS
On June 27, 2014, we entered into a Securities Purchase Agreement with Frederick L. Farrar, LFM Investments, Inc., Chafre, LLC, Charles E. Lanham and Daniel R. Loftus, pursuant to which we agreed to sell to these purchasers an aggregate of 1,900,000 shares of common stock for aggregate cash consideration equal to $380,000. The shares represent approximately 54.9% of the issued and outstanding shares of our common stock as of the date of sale. This sale closed on July 11, 2014.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
During the quarter ended June 30, 2014, we had a loss from operations of $27,000. The loss is attributable to the operational administrative and legal expenses incurred during the quarter. During the quarter ended June 30, 2013, the loss from operations was $8,000. The increase in the loss in the current quarter primarily is due to operating, administrative and legal expenses incurred in the quarter ended June 30, 2014 of $19,000 more than in the quarter ended June 30, 2013 primarily due to additional amounts expended with respect to the sale of stock described under “Recent Developments” and increases in fees paid to our company’s outside professionals. Taxes paid in the quarter ended June 30, 2014 and 2013 were $0 in both quarter.
LIQUIDITY AND CAPITAL RESOURCES
Stockholders’ equity as of June 30, 2014 was $1,000 as compared to $28,000 at March 31, 2014. The decrease is attributable to the net loss incurred by the Company during the fiscal quarter ended June 30, 2014.
Net cash used in operating activities was $10,000 in the quarter ended June 30, 2014, compared to net cash used in operating activities of $5,000 in the quarter ended June 30, 2013. The overall $5,000 increase in net cash used by operating activities in the comparable quarters was primarily due to an increase in net loss of $19,000 offset by a $31,000 increase in accounts payable and accrued expenses.
We had cash on hand at June 30, 2014 of $32,000 as compared to $42,000 at March 31, 2014. The decrease in cash on hand is primarily due to losses sustained by us in the quarter ended June 30, 2014 adjusted for additional accruals.
At June 30, 2014 funds were held in escrow in the amount of $380,000 pursuant to the Securities Purchase Agreement, and on July 11th, 2014, the escrow funds were released from escrow in conjunction with the issuance of 1,900,000 new shares. These funds provide a significant increase in the companies cash position with which to execute its business strategy.
We do not have any arrangements with banks or financial institutions with respect to the availability of financing in the future.
The payment of any cash distribution or dividend is subject to the discretion of our board of directors. At this time we have no plans to pay any cash distributions or dividends in the foreseeable future.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (who are the same individual), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2014.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The Company does not believe that there are significant deficiencies in the design or operation of its internal controls that could adversely affect its ability to record, process, summarize and report financial data. Although there were no significant changes in the Company’s internal controls or in other factors that could significantly affect those controls subsequent to the Evaluation Date, the Company’s senior management, in conjunction with its Board of Directors, continuously reviews overall company policies and improves documentation of important financial reporting and internal control matters. The Company is committed to continuously improving the state of its internal controls, corporate governance and financial reporting.
Report of Management on Internal Controls Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Our internal controls over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Executive Officer, who is also the Company’s Chief Financial Officer, to provide reasonable assurance to the Company’s Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Internal controls over financial reporting including those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the Company’s transactions and dispositions of the Company’s assets; (2) provide reasonable assurances that the Company’s transactions are recorded as necessary to permit preparation of the Company’s financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. The Company’s management assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2013 and concluded that such internal controls are effective. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in
Internal Controls – Integrated 1992 Framework.
This quarterly report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal controls over financial reporting pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this report.
Changes in internal controls over financial reporting
During the Company’s first fiscal quarter and the three months ended June 30, 2014, there were no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 4. CONTROLS AND PROCEDURES
As noted above, the Company has limited operations. The Company plans to continue as a public entity and continues to seek merger, acquisition and business combination opportunities with an operating business or other appropriate financial transactions. Until such an acquisition or business combination is effectuated, the Company does not expect to have significant operations. Accordingly, during such period, the Company does not expect to achieve sufficient income to offset its operating expenses, which will create operating losses requiring the Company to use and thereby reduce its cash on hand. See Analysis of Operations and Financial Condition (Page 10).
