-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JUwSEIQHzpfdXmN0ljh5IsAeAdvqjc5KN3MPLxNejvtfFq1MtRRyhV9BT5PUUDgH 7izLh3/0Pisf1g1jhHpODQ== 0000312651-97-000004.txt : 19970423 0000312651-97-000004.hdr.sgml : 19970423 ACCESSION NUMBER: 0000312651-97-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970228 FILED AS OF DATE: 19970421 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000312651 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 840645174 STATE OF INCORPORATION: CO FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-09065 FILM NUMBER: 97584409 BUSINESS ADDRESS: STREET 1: 1313 WASHINGTON AVE CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3032799375 MAIL ADDRESS: STREET 1: 1313 WASHINGTON AVENUE CITY: GOLDEN STATE: CO ZIP: 80401 FORMER COMPANY: FORMER CONFORMED NAME: BENEDICT NUCLEAR PHARMACEUTICALS INC DATE OF NAME CHANGE: 19920703 10QSB 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 1997 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from ______ to ______ Commission file number 0-9065 Golden Pharmaceuticals, Inc. (Exact name of small business issuer as specified in its charter) Colorado 84-0645174 (State or other (IRS Employer Identification No.) jurisdiction of incorporation or organization) 710 17th Street, Golden, Colorado 80401 (Address of principal executive offices) (303-279-9375) (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 The number of shares outstanding of the issuers Common Stock, no par value as of April 21, 1997 was 122,813,347 shares. Transitional Small Business Disclosure Format (check one): Yes No X Part I Item 1. FINANCIAL STATEMENTS GOLDEN PHARMACEUTICALS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) ASSETS February 28, August 31, 1997 1996 CURRENT ASSETS: Cash and Cash Equivalents $ 30,625 $ 34,872 Receivables Trade, net of allowance for doubtful accounts of $55,029 and $63,700 at February 28, 1997 and August 31, 1996 3,002,589 1,443,684 Inventories 1,614,985 1,336,633 Prepaid expenses 269,694 168,582 Deferred Taxes 380,000 380,000 Note Receivable 362,663 165,000 TOTAL CURRENT ASSETS 5,660,556 3,528,771 PROPERTY, PLANT AND EQUIPMENT- AT COST 4,718,781 4,339,707 Less accumulated depreciation and amortization 2,015,892 4,782,400 OTHER ASSETS Goodwill, less accumulated amortization of $99,258 and $16,543 at February 28, 1997 and August 31, 1996, respectively 3,879,481 3,948,256 Intangibles-net of amoritization in 1996 36,835 11,667 Non-compete Agreement 378,338 425,600 Deferred income taxes 220,000 220,000 TOTAL OTHER ASSETS 4,514,654 4,605,523 $12,878,099 $10,691,601 4ITEM 1. FINANCIAL STATEMENTS (CONTINUED) GOLDEN PHARMACEUTICALS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY February 28, August 31, 1997 1996 CURRENT LIABILITIES: Note payable $ 1,835,757 $532,141 Current maturities of long-term debt 727,412 785,835 Current maturities of capitalized lease obligations 95,246 95,246 Accounts payable 1,877,651 921,045 Accrued liabilities Salaries, wages and other compensation 16,508 42,450 Interest 341,737 144,148 Other 146,242 95,798 TOTAL CURRENT LIABILITIES 5,040,553 2,616,663 LONG-TERM OBLIGATIONS, less current maturities 3,423,842 3,674,335 CAPITALIZED LEASE OBLIGATIONS, less current maturities 584,178 299,674 EXCESS LOSS IN INVESTMENT IN JOINT VENTURE 5,855 10,776 MINORITY INTEREST 919,511 852,372 STOCKHOLDERS' EQUITY Common stock - no par value; 200,000,000 shares authorized; and 94,259,945 and 93,967,583 issued and outstanding, at February 28, 1997, and August 31, 1996, respectively 23,927,384 23,867,384 Preferred stock- no par value; 10,000,000 shares authorized Class A 15%/30% cumulative convertible 29,653 shares, issued and outstanding at February 28, 1997, and August 31, 1996 292,558 292,558 24,219,942 24,159,942 Accumulated deficit (21,221,650) (20,828,049) 2,998,292 3,331,893 Less Common Stock in treasury at cost, 3,289,000 shares at August 31, 1996 94,132 94,132 TOTAL STOCKHOLDERS' EQUITY 2,904,160 3,237,761 $ 12,878,099 $ 10,691,601 ITEM 1. FINANCIAL STATEMENTS (CONTINUED) GOLDEN PHARMACEUTICALS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Six Months Ended February 28, 1997 1996 REVENUES: Net sales $7,658,722 $4,741,014 Cost of Sales 5,111,893 3,179,902 GROSS MARGIN: 2,546,829 1,561,112 Selling, general and administrative 2,561,906 1,286,944 OPERATING INCOME (15,077) 274,168 OTHER INCOME/(EXPENSE) Interest Expense (552,290) (385,746) Joint Venture Income (37,079) - Gain on Disposal of Assets 2,363 - Other Income 276,421 7,592 TOTAL OTHER INCOME/(EXPENSE) (310,585) (378,154) INCOME (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY ITEM (325,662) (103,986) INCOME TAX (BENEFIT) EXPENSE 800 21,400 INCOME (LOSS) BEFORE MINORITY INTEREST (326,462) (125,386) MINORITY INTEREST (67,139) - NET INCOME (LOSS) $ (393,601) $(125,386) PRIMARY EARNINGS PER SHARE Before minority interest * * Minority interest * * PRIMARY EARNINGS PER SHARE * * Continued on following page.ITEM 1. FINANCIAL STATEMENTS (CONTINUED) GOLDEN PHARMACEUTICALS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Six Months Ended February 28, 1997 1996 FULLY DILUTED EARNINGS PER SHARE Before extraordinary item $ * $ * Extraordinary item * * FULLY DILUTED EARNINGS PER SHARE $ * $ * WEIGHTED AVERAGE SHARES OUTSTANDING 121,086,155 89,548,240 * Less than $.01 per shareITEM 1. FINANCIAL STATEMENTS (CONTINUED) GOLDEN PHARMACEUTICALS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended February 28, 1997 1996 REVENUES: Net sales $ 4,104,803 $2,476,241 Cost of Sales 2,715,651 1,740,022 GROSS MARGIN: 1,389,152 736,219 Selling, general and administrative 1,329,783 575,943 OPERATING INCOME 59,369 160,276 OTHER INCOME/(EXPENSE) Interest Expense (288,093) (205,555) Joint Venture Income 58,395 - Gain on Disposal of Assets - - Other Income (20,233) 5,444 TOTAL OTHER INCOME/(EXPENSE) (249,931) (200,111) INCOME BEFORE INCOME TAXES AND MINORITY INTEREST (190,562) (39,835) INCOME TAX (BENEFIT) EXPENSE (800) - INCOME BEFORE MINORITY INTEREST (189,762) (39,835) MINORITY INTEREST (34,607) - NET INCOME $ (224,369)$ (39,835) PRIMARY EARNINGS PER SHARE Before extraordinary item * * Extraordinary item * * PRIMARY EARNINGS PER SHARE * * Continued on following page.ITEM 1. FINANCIAL STATEMENTS (CONTINUED) GOLDEN PHARMACEUTICALS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended February 28, 1997 1996 FULLY DILUTED EARNINGS PER SHARE Before extraordinary item $ * $ * Extraordinary item * * FULLY DILUTED EARNINGS PER SHARE $ * $ * WEIGHTED AVERAGE SHARES OUTSTANDING 121,400,992 89,589,999 * Less than $.01 per shareITEM 1. FINANCIAL STATEMENTS (CONTINUED) GOLDEN PHARMACEUTICALS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended February 28, 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net income(loss) $(393,601) $(125,386) Adjustments to reconcile net income to net cash provided (used) by operations Depreciation and amortization 384,361 325,784 Minority interest in earnings 67,139 - Gain on sale of assets (Increase) decrease in - Accounts receivable (1,558,905) 29,933 Inventory (278,352) (315,526) Note receivable (197,663) - Prepaid expenses and other (101,112) (68,406) Increase (decrease) in - Accounts payable 956,603 (183,015) Accrued interest and other 222,091 47,821 TOTAL ADJUSTMENTS (505,838) (163,409) NET CASH PROVIDED BY OPERATING ACTIVITIES (899,439) (288,795) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (379,074) (372,510) Purchase of treasury stock - (90,562) Excess loss in investment (42,000) - Addition to goodwill (60,000) (79,656) Proceeds from sale of equipment 37,079 - NET CASH (USED) BY INVESTING ACTIVITIES (443,995) (542,728) CASH FLOWS FROM FINANCING ACTIVITIES: Payments of note payable (335,804) (119,152) Issuance of line of credit 8,902,151 754,524 Payments on line of credit (7,673,535) - Long term borrowings 311,375 42,500 Related party borrowing 75,000 - Issuance of common stock 60,000 105,000 NET CASH (USED) BY FINANCING ACTIVITIES 1,339,187 782,872 Continued on following page.ITEM 1. FINANCIAL STATEMENTS (CONTINUED) GOLDEN PHARMACEUTICALS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended February 28, 1997 1996 NET INCREASE (DECREASE) IN CASH (4,247) (48,651) CASH, Beginning of period 34,872 49,557 CASH, End of period $ 30,625 $ 906 SUPPLEMENTAL DISCLOSURE OF CASH FLOW ACTIVITIES: Interest paid $354,701 $273,926 Income taxes paid $ 800 $ 21,400 NON-CASH TRANSACTIONS Issuance of Stock for relief of obligation $ 60,000 $ - GOLDEN PHARMACEUTICALS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. SUMMARY OF ACCOUNTING POLICIES The accompanying unaudited financial statements of Golden Pharmaceuticals, Inc. and its consolidated subsidiaries (collectively, the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. The accompanying unaudited condensed financial statements and disclosures reflect all adjustments which, in the opinion of the management, are necessary for a fair presentation of the results of operations, financial position, and cash flow of the Company. The results of operations for the periods indicated are not necessarily indicative of the results for the full year. The financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended August 31, 1996 as filed with the Securities and Exchange Commission. Net Income Per Common Share - Net income per common share was determined by dividing net income, as adjusted below, by applicable weighted average shares outstanding. Six Months Ended February 28, 1997 1996 Income before minority interest $ (326,462) $125,386 Minority interest (67,139) - NET INCOME $ (393,601) $ 125,386 Weighted average number of shares outstanding 121,086,155 89,548,240 Common stock equivalents and stock held in escrow have been included in the computation for the six months ended February 28, 1997 and 1996. The common stock equivalents that have been included in the computation for earnings per share are common stock and treasury stock. Stock options, Class A Convertible Preferred Stock, 15%/30% Cumulative Convertible Preferred Stock, and accrued dividends on the 15%/30% Cumulative Convertible Preferred Stock are considered antidilutive and accordingly, are not included in the computation of earnings per share. Reclassification - Certain reclassifications have been made to conform prior years' information with the current year presentation. Note 2. RECENT ACQUISITIONS On August 7, 1995, the Company purchased all of the issued and outstanding capital stock of Quality Care Pharmaceuticals, Inc., a California corporation ("QCP") for $3,718,750. To facilitate the financing of the acquisition of QCP, the Company obtained from a national bank (the "Bank") a $4,000,000 term loan (the "Term Loan"), a $2,500,000 revolving line of credit (the "Revolving Facility") and a $400,000 term loan. See "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS - Liquidity and Capital Resources." On February 12, 1996 QCP and the Visiting Nurses Association of Orange County ("VNA") established Rx Direct, LLC ("RxD"), a mail order pharmacy. On June 5, 1996, the Company and PharmaFrance, Inc. formed PharmaLabs, LLC ("PharmaLabs"). The Company contributed a total of $1,000,000 for 52% of the equity in PharmaLabs. PharmaLabs is engaged in the manufacturing, packaging, and distribution of nutritional supplements. Note 3. SUBSEQUENT EVENTS On April 7, 1997, the Company completed the sale of the assets related to its business of manufacturing and distributing Iodine-123 capsules for a total purchase price of $6,700,000 pursuant to the terms of an Asset Purchase Agreement (the "Agreement") dated April 7, 1997 by and between the Registrant and Syncor Pharmaceuticals, Inc. Included in the sale was the New Drug Application for the Iodine-123 capsules, the building that contains the manufacturing facility for the Iodine-123 capsules and all of the equipment related to the Iodine-123 business. The proceeds from the sale will be used to pay down the Registrant's existing bank debt and to allow the Company to expand its operations and presence in other sectors of the health care market. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The following discussion should be read in conjunction with the selected financial data and the financial statements and notes thereto filed herewith. The statements contained in this report, if not historical, are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties that could cause actual results to differ materially from the financial results described in such forward looking statements. These risks and uncertainties include, among others, the level and rate of growth in the Company's operations, the capital requirements of QCP and PharmaLabs and the ability of the Company to achieve earnings per share growth through internal investment, strategic alliances, joint ventures and other methods. The success of the Company's business operations is in turn dependent on factors such as the effectiveness of the Company's marketing strategies to grow its customer base, the appeal of the Company's mix of products, the Company's success at entering into and collaborating with others to conduct effective strategic alliances and joint ventures, general competitive conditions within the health care market and general economic conditions. Further, any forward looking statements or statements speak only as of the date on which such statement was made, and the Company undertakes no obligation to update any forward looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. Therefore, forward-looking statements should not be relied upon as a prediction of actual future results. Results of Operations Six Months Ended February 28, 1997 Compared to Six Months Ended February 29, 1996 Net Sales. Net sales for the six months ended February 28, 1997 increased to $7,658,722 compared to $4,741,014 for the six months ended February 29, 1996. The increase of $2,917,708 or 62% is primarily attributable to (i) the consolidation of the operations of PharmaLabs with the Company's for the current period, which represents approximately $1.4 million of the increase, and (ii) an increase in QCP sales of $1.4 million. Cost of Goods Sold. Cost of goods sold as a percentage of sales was 67% for both the six months ended February 28, 1997 and for the six months ended February 29, 1996. Selling General and Administrative. Selling, general and administration expenses ("SG&A") were $2,561,906 for the six months ended February 28, 1997 as compared to $1,286,944 for the six months ended February 29, 1996. The increase of $1,274,962 or 99% is due to (i) the consolidation of PharmaLabs' operations for the six months ended February 28, 1997 which represented $491,000 of the increase; (ii) QCP's sales commissions and salaries; and new telemarketing and customer service department expenses which represented $320,000 of the increase; and (iii) expenses for travel and consulting fees in connection with the Company's efforts to enhance the operations and management of QCP. Net Income. The Company reported a net loss of $393,601 for the six months ended February 28, 1997 as compared to a net loss of $125,386 for the six months ended February 29, 1996. The increased net loss was primarily due to (i) increase in SG&A expenses of $1,274,962, (ii) increase in interest expense of $167,000, (iii) depreciation and amortization of approximately $60,000, and (iv) a loss of $42,000 in connection with its interest in RxD. Three Months Ended February 28, 1997 Compared to Three Months Ended February 29, 1996 Net Sales. Net sales for the three months ended February 28, 1997 increased to $4,104,803 compared to $2,476,241 for the three months ended February 29, 1996. The increase of $1,628,562 or 66% is primarily attributable to (i) the consolidation of the operations of PharmaLabs with the Company's for the current period, which represents approximately $721,000 of the increase, and (ii) an increase in QCP sales of $894,000. Cost of Goods Sold. Cost of goods sold as a percentage of sales was 66% for the three months ended February 28, 1997 as compared to 70% for the three months ended February 29, 1996. The decrease is primarily the result of the consolidation of PharmaLabs' operations with the Company's. Selling General and Administrative. Selling, general and administration expenses ("SG&A") were $1,329,783 for the three months ended February 28, 1997 as compared to $575,943 for the three months ended February 29, 1996. The increase of $753,840 or 131% is due to (i) the consolidation of PharmaLabs' operations for the three months ended February 28, 1997 which represented $210,000 of the increase; (ii)sales commissions and salaries; and new telemarketing and customer service department expenses which represented $506,000 of the increase; and (iii) expenses for travel and consulting fees in connection with the Company's efforts to enhance the operations and management of QCP. Net Income. The Company reported a net loss of $224,369 for the three months ended February 28, 1997 as compared to a net loss of $39,835 for the three months ended February 29, 1996. The increased net loss was primarily due to (i) increase in SG&A expenses of $753,840, (ii) increase in interest expense of $83,000, (iii) depreciation and amortization of approximately $90,000, and (iv) a loss of $21,000 in connection with its interest in RxD. LIQUIDITY AND CAPITAL RESOURCES The Company, on a consolidated basis, experienced negative cash flow from operations for the three months ended February 28, 1997. Management anticipates that QCP will operate on a "break-even" basis for fiscal year 1997 but that PharmaLabs will continue to experience negative cash flow from operations. As a result of the continuing capital requirements of QCP and PharmaLabs, management projects that the Company may continue to experience negative cash flow for fiscal year 1997. During the three months ended February 28, 1997, the Company relied primarily on the Revolving Facility to fund its operations. The funds were primarily used to develop marketing and sales materials and to purchase hardware and software to expand QCP's operations and to fund the start up of PharmaLabs' operations. The Company expects that its future cash needs for fiscal year 1997 will primarily relate to the continued expansion of QCP's operations and the development of PharmaLabs operations internationally and to establish PharmaLabs domestically as a repackager of unit doses. If the Company cannot obtain additional sources of financing it may be forced to curtail the activities of QCP and PharmaLabs. The following table is presented to facilitate the discussion of the Company's current liquidity and sets forth the Company's liquidity position as of February 28, 1997 as compared to August 31, 1996. ,February 28, 1997,August 31, 1996 Current Assets,$5,660,556*, $3,528,771* Current Liabilities, 5,040,553, 2,616,663 Net Working Capital,$ 620,003 , $ 912,108 ,, * Includes $380,000 of deferred taxes per FASB 109 resulting from the Company's substantial net operating loss carryforwards. Current assets were $5,660,556, an increase of $2,131,785 or 60% at February 28, 1997 as compared to $3,528,771 at August 31, 1996. The increase was primarily due to (i) the growth of accounts receivable and inventory at PharmaLabs which represented $1,033,000 of the increase, (ii) an increase in QCP's accounts receivable of $744,000 which was a result of an expansion of QCP's sales. Current liabilities were $5,040,553, an increase of $2,423,890 or 93% for the period ended February 28, 1997 compared to current liabilities of $2,616,663 for the period ended August 31, 1996. The increase in current liabilities was primarily the result of the expansion of PharmaLabs production and the corresponding accounts payable at February 28, 1997 which represented $500,000 of the increase. In addition accrued interest increased approximately $200,000. The Company had working capital of $620,000 and a current ratio of 1.12:1 for the period ended February 28, 1997. To facilitate the financing of the acquisition of QCP, to refinance existing debt of the Company and QCP and to provide working capital for the Company and QCP, the Company obtained the Term Loan and the Revolving Facility. Interest on the Term Loan is payable at the Bank prime plus 3% (which totaled 11.5% at February 28, 1997). The Term Loan is payable in sixteen quarterly installments of $125,000 to be made August 1, 1996 through August 1, 2000 with a lump sum payment of $2,000,000 due in August 2000. The Revolving Facility is payable at the Bank prime plus 2% and expires in August, 2000. At February 28, 1997 the balance on the Revolving Facility was $1,760,757 and the interest rate was 11.5%. The Company has an additional term loan of $400,000 with an interest rate at the Bank prime plus 3% (which totaled 11.5% at February 28, 1997) and which is payable in monthly installments of $6,667 through August 1, 2000. In November 1996, the Company and the Bank entered into a Fourth Amendment to the Credit and Security Agreement, which amendment revised certain covenants and waived prior defaults. (See SUBSEQUENT EVENTS below.) The Company's long term debt, including the current portion thereof, at February 28, 1997 consisted of notes payable to the Bank totaling $4,057,147 incurred primarily as a result of the acquisition of QCP. (See SUBSEQUENT EVENTS below.) The Company has capitalized leases and operating leases for equipment, facilities and vehicles used in its business. Minimum lease payments for its capitalized and operating leases are expected to be $12,412 and $1,888, respectively, for the fiscal year ending August 31, 1997. As of February 28, 1997, the Company had net operating loss carryforwards for fiscal income tax purposes of approximately $15,500,000. The net operating loss carryforwards will expire in the years 1997 through 2006. The Company's ability to utilize its net operating loss carryforwards is subject to an annual limitation in future periods pursuant to the "change in ownership" rules under Section 382 of the Internal Revenue Code of 1986. The Company's long-term capital expenditure requirements will depend upon numerous factors, including the demand for the Company's product and any expansion activities. The Company currently has no commitments or arrangements for raising additional capital. SUBSEQUENT EVENTS On April 7, 1997, the Company completed the sale of the assets related to its business of manufacturing and distributing Iodine-123 capsules for a total purchase price of $6,700,000 pursuant to the terms of an Asset Purchase Agreement (the "Agreement") dated April 7, 1997 by and between the Registrant and Syncor Pharmaceuticals, Inc. Included in the sale was the New Drug Application for the Iodine-123 capsules, the building that contains the manufacturing facility for the Iodine-123 capsules and all of the equipment related to the Iodine-123 business. The proceeds from the sale were used to pay off the two existing term loans and $1,485,000 of the revolving facility leaving a balance of $316,000. Item 6. Exhibits and Reports on Form 8-K a. Exhibits: Exhibit 11 Statement Regarding Computation of Per Share Earnings Exhibit 27 Financial Data Schedule b. Reports on Form 8-K No Current Reports on Form 8-K were filed during the period covered by this report SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GOLDEN PHARMACEUTICALS, INC. (Registrant) DATED: April ___, 1997 BY: /s/ Glen H. Weaver Glen H. Weaver, Vice President, Finance Chief Financial OfficerExhibit No. 11 To The Form 10-QSB For The Quarterly Period Ended February 28, 1997,EXHIBIT NO. 11 GOLDEN PHARMACEUTICALS, INC. STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS , Six months Ended February 28, 1997 1996 Shares of common stock and equivalents outstanding at beginning of period 120,774,778 91,589,946 Weighted-average shares or equivalents issued during the period 311,377 837,415 Weighted-average shares or equivalents canceled during the period - (2,879,121) Weighted-average shares assumed issued under stock option plans during the period 0 0 Average common and common stock equivalents outstanding 121,086,155 89,548,240 Income before minority interest $(326,462) $(103,986) Minority interest 7,139) 0 Net Income $ (393,601) $ (103,986) Earnings per share: Income before minority interest $ * $ * Minority interest * * Earnings per share $ * $ * * Less than $.01 per share Exhibit No. 27 EX-27 2
5 This schedule contains financial information extracted from the registrant's financial statements for the quarter ended February 28, 1997 contained in its quarterly report on form 10QSB and is qualifed in its entirety by reference to such financial statements. 6-MOS 6-MOS YEAR AUG-31-1997 AUG-31-1996 AUG-31-1996 FEB-28-1997 FEB-29-1996 AUG-31-1996 30625 0 34872 0 0 0 3002589 0 1443684 55029 0 63700 1614985 0 1336633 5660556 0 3528771 4718781 0 4339707 2015892 0 1782400 12878099 0 10691601 5040553 0 2616663 0 0 0 0 0 0 292558 0 292558 23927384 0 23867384 0 0 0 12878099 0 10691601 7658722 4741014 0 7658722 4741014 0 5111893 3179902 0 5111893 3179902 0 (241705) (7592) 0 0 0 0 552290 385746 0 (325,662) (103986) 0 800 21400 0 0 0 0 0 0 0 0 0 0 0 0 0 (393601) (125386) 0 0 0 0 0 0 0
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