UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2005 |
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-OR- |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No. 0-26988
ERGO SCIENCE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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04-3565746 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification Number) |
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790 Turnpike Street |
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North Andover, Massachusetts |
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01845 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (978) 688-8833 |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act.)
Yes o No ý
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
At April 30, 2005 there were 5,813,856 shares of common stock (net of 1,335,722 shares of treasury stock), par value $.01 per share, of the registrant outstanding.
ERGO SCIENCE CORPORATION
TABLE OF CONTENTS
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ERGO SCIENCE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March 31, |
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December 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
26,136,046 |
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$ |
26,453,190 |
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Prepaid and other current assets |
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61,878 |
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10,537 |
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Capitalized acquisition costs |
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779,469 |
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— |
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Total current assets |
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26,977,393 |
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26,463,727 |
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Total assets |
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$ |
26,977,393 |
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$ |
26,463,727 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
965,368 |
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$ |
408,283 |
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Income taxes payable |
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94,000 |
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94,000 |
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Total current liabilities |
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1,059,368 |
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502,283 |
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Stockholders’ equity: |
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Preferred stock, $.01 par value, 10,000,000 shares authorized; 6,903 shares of Series D preferred stock issued and outstanding at March 31, 2005 and December 31, 2004 (liquidation preference of $12,407,054 at March 31, 2005) |
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4,306,520 |
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4,306,520 |
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Common stock, $.01 par value, 50,000,000 shares authorized; 7,149,578 shares issued at March 31, 2005 and December 31, 2004 |
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71,496 |
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71,496 |
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Additional paid-in capital |
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111,880,321 |
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111,880,321 |
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Cumulative dividends on preferred stock |
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(2,296,953 |
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(2,296,953 |
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Accumulated deficit |
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(85,625,702 |
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(85,582,283 |
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Treasury stock (at cost), 1,335,722 shares at March 31, 2005 and December 31, 2004 |
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(2,417,657 |
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(2,417,657 |
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Total stockholders’ equity |
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25,918,025 |
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25,961,444 |
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Total liabilities and stockholders’ equity |
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$ |
26,977,393 |
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$ |
26,463,727 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
ERGO SCIENCE CORPORATION
(Unaudited)
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Three Months Ended |
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2005 |
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2004 |
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Operating expenses: |
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General and administrative |
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$ |
180,049 |
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$ |
350,163 |
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Net operating loss |
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(180,049 |
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(350,163 |
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Other Income: |
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Interest |
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136,630 |
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58,132 |
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Net loss |
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$ |
(43,419 |
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(292,031 |
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Net Loss per common share: |
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Basic and Diluted |
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$ |
(0.01 |
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$ |
(0.05 |
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Weighted average common shares outstanding: |
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Basic and Diluted |
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5,813,856 |
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5,813,856 |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
ERGO SCIENCE CORPORATION
(Unaudited)
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Three Months Ended |
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2005 |
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2004 |
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Cash flows from operating activities: |
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Net loss |
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$ |
(43,419 |
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$ |
(292,031 |
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Adjustments to reconcile net loss to cash used in operating activities: |
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