Item 2. Management’s Discussion and Analysis
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion of our financial condition and results of operations for the three months ended June 30, 2025 and 2024 should be
read in conjunction with our unaudited condensed consolidated financial statements and the notes to those statements that are included
elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties,
such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those
anticipated in these forward-looking statements as a result of a number of factors, including those set forth under Item 1A. Risk Factors
appearing in our Annual Report on Form 10-K for the year ended March 31, 2025. We use words such as “anticipate,” “estimate,”
“plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,”
“intend,” “may,” “will,” “should,” “could,” and similar expressions to identify
forward-looking statements.
Unless
expressly indicated or the context requires otherwise, the terms “Elite”, the “Company”, “we”, “us”,
and “our” refer to Elite Pharmaceuticals, Inc. and subsidiary.
Background
Elite
Pharmaceuticals, Inc., a Nevada corporation (the “Company”, “Elite”, “Elite Pharmaceuticals”, the
“registrant”, “we”, “us” or “our”) was incorporated on October 1, 1997 under the laws
of the State of Delaware, and its wholly-owned subsidiary, Elite Laboratories, Inc. (“Elite Labs”), was incorporated on August
23, 1990 under the laws of the State of Delaware. On January 5, 2012, Elite Pharmaceuticals was reincorporated under the laws of the
State of Nevada.
We
are a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, and
the manufacture of generic pharmaceuticals. Our strategy includes developing generic versions of controlled-release drug products with
high barriers to entry.
We
occupy manufacturing, warehouse, laboratory and office space at 135, 144 and 165 Ludlow Avenue in Northvale, NJ (the “Northvale
Facility”). The Northvale Facility operates under Current Good Manufacturing Practice (“cGMP”) and is a United States
Drug Enforcement Agency (“DEA”) registered facility for research, development, and manufacturing. We are also party to an
operating lease for office space at Pompano Beach, Florida (the “Pompano Office Lease”).
Strategy
We
focus our efforts on the following areas: (i) manufacturing of a line of generic pharmaceutical products with approved Abbreviated New
Drug Applications (“ANDAs”); (ii) development of additional generic pharmaceutical products; (iii) development of the other
product candidates in our pipeline including products co-developed with partners; (iv) commercial exploitation of our products
either by sales under our own label, license and the collection of royalties, or through the manufacture of our formulations; and (v)
development of new products for sale under our own label, and the expansion of our licensing agreements with other pharmaceutical companies,
including co-development projects, joint ventures and other collaborations.
We
continue to evaluate opportunities for the development of various types of drug products, including branded drug products which require
New Drug Applications (“NDAs”) under Section 505(b)(1) or 505(b)(2) of the Drug Price Competition and Patent Term Restoration
Act of 1984 (the “Drug Price Competition Act”) as well as generic drug products which require ANDAs.
We
believe that our business strategy enables us to reduce its risk by having a diverse product portfolio.
Recent
Developments
On
April 30, 2025 the Company announced the commercial launch of its generic version of Percocet ® (Oxycodone hydrochloride
and acetaminophen tablets, “Oxy APAP”). Oxy APAP is indicated for the relief of moderate to moderately severe pain.
On
June 16, 2025, the Company reported positive results from a pivotal bioequivalence study for an undisclosed anticoagulant generic
drug problem. IQVIA, a legal global provider of advanced analytics, technology solutions, and clinical research services to the life
sciences industry, reported branded product sales of Percocet ® for the twelve months ending April 2025 of $27
billion. There is no generic product on the market, and the brand has an unexpired patent listed in the Orange Book.
Commercialization of a generic product depends on successful filing, United States Food and Drug Administration (“FDA”) approval, and addressing the unexpired patent. The studies
conducted were open-label, randomized, balanced, single oral dose, two-treatment, two-period, two-sequence, crossover bioequivalence
studies in normal, healthy, adult, human subjects under fasting conditions. The results indicated that the generic product is
bioequivalent to the branded product. The Company is compiling the data for this product to file an ANDA with the FDA.
1
Commercial
Products
We
own, license, contract manufacture or have contractual rights to receive royalties from the following products currently approved for
commercial sale:
Product
Branded
Product Equivalent
Therapeutic
Category
Launch
Date
Phentermine HCl 37.5mg tablets (“Phentermine
37.5mg”)
Adipex-P®
Bariatric
April 2011
Phendimetrazine Tartrate 35mg tablets (“Phendimetrazine
35mg”)
Bontril®
Bariatric
November 2012
Phentermine HCl 15mg and 30mg capsules (“Phentermine
15mg” and “Phentermine 30mg”)
Adipex-P®
Bariatric
April 2013
Naltrexone HCl 50mg tablets (“Naltrexone
50mg”)
Revia®
Pain
September 2013
Isradipine 2.5mg and 5mg capsules (“Isradipine
2.5mg” and “Isradipine 5mg”)
N/A
Cardiovascular
January 2015
Trimipramine Maleate Immediate Release 25mg,
50mg and 100mg capsules (“Trimipramine 25mg”, “Trimipramine 50mg”, “Trimipramine 100mg”)
Surmontil®
Antidepressant
May 2017
Dextroamphetamine Saccharate, Amphetamine Aspartate,
Dextroamphetamine Sulfate, Amphetamine Sulfate Immediate Release 5mg, 7.5mg, 10mg, 12.5mg, 15mg, 20mg and 30mg tablets (“Amphetamine
IR 5mg”, “Amphetamine IR 7.5mg”, “Amphetamine IR 10mg”, “Amphetamine IR 12.5mg”, “Amphetamine
IR 15mg”, “Amphetamine IR 20mg” and “Amphetamine IR 30mg”)
Adderall®
Central Nervous System (“CNS”)
Stimulant
April 2019
Dantrolene Sodium Capsules 25mg, 50mg and 100mg
(“Dantrolene 25mg”, “Dantrolene 50mg”, “Dantrolene 100mg”)
Dantrium®
Muscle Relaxant
June 2019
Dextroamphetamine Saccharate, Amphetamine Aspartate,
Dextroamphetamine Sulfate, Amphetamine Sulfate Extended Release 5mg, 10mg, 15mg, 20mg, 25mg, and 30mg capsules (“Amphetamine
ER 5mg”, “Amphetamine ER 10mg”, “Amphetamine ER 15mg”, “Amphetamine ER 20mg”, “Amphetamine
ER 25mg”, and “Amphetamine ER 30mg”)
Adderall XR®
Central Nervous System (“CNS”)
Stimulant
March 2020
Loxapine Succinate 5mg, 10mg, 25mg and 50gm
capsules (“Loxapine 5mg”, “Loxapine 10mg”, “Loxapine 25mg”, and Loxapine 50mg”)
Loxapine®
Antipsychotic
May 2021
Methotrexate Sodium 2.5mg tablets (“Methotrexate
2.5mg”)
Otrexup PF®
Antimetabolite
August 2024
Acetaminophen and Codeine Phosphate 300mg/15mg,
300mg/30mg, 300mg/60mg tablets (“APAP Codeine 300mg/15mg”, “APAP Codeine 300mg/30mg”, and “APAP Codeine
300mg/60mg”)
Tylenol® with Codeine
Pain
October 2024
Acetaminophen and Hydrocodone Bitartrate 325mg/2.5mg,
325mg/5mg, 325mg/7.5mg and 325mg/10mg tablets (“APAP Hydrocodone 325mg/2.5mg”, “APAP Hydrocodone 325mg/5mg”,
APAP Hydrocodone 325mg/7.5mg and APAP Hydrocodone 325mg/10mg”)
Norco®
Pain
December 2024
Lisdexamfetamine Dimesylate 10mg, 20mg, 30mg,
40mg, 50mg, 60mg and 70mg capsules (“Lisdex 10mg”, “Lisdex 20mg”, “Lisdex 30mg”, “Lisdex
40mg”, “Lisdex 50mg”, “Lisdex 60mg” and “Lisdex 70mg”)
Vyvanse®
ADHD
December 2024
Oxycodone Hydrochloride and Acetaminophen 5mg/325mg,
7.5mg/325mg and 10mg/325mg tablets (“Oxy APAP 5/325”, “Oxy APAP 7.5/325” and “Oxy APAP 10/325”)
Percocet®
Pain
April 2025
2
Products
Under FDA Review
SequestOx™
- Immediate Release Oxycodone with sequestered Naltrexone
SequestOx™
is our abuse-deterrent candidate for the management of moderate to severe pain where the use of an opioid analgesic is appropriate. SequestOx™
is an immediate-release Oxycodone Hydrochloride containing sequestered Naltrexone which incorporates 5mg, 10mg, 15mg, 20mg and 30mg doses
of oxycodone into capsules.
In
January 2016, the Company submitted a 505(b)(2) NDA for SequestOx™, after receiving a waiver of the $2.3 million
filing fee from the FDA. In March 2016, the Company received notification of the FDA’s acceptance of this filing and that such
filing has been granted priority review by the FDA with a target action under the Prescription Drug User Fee Act (“PDUFA”)
of July 14, 2016.
On
July 15, 2016, the FDA issued a Complete Response Letter, (“CRL”), regarding the NDA. The CRL stated that the review cycle
for the SequestOx™ NDA was complete and the application is not ready for approval in its present form.
On
July 7, 2017, the Company reported topline results from a pivotal bioequivalence fed study for SequestOx™. The mean Tmax (the amount
of time that a drug is present at the maximum concentration in serum) of SequestOx™ was 4.6 hr. with a range of 0.5 hr. to 12 hr.
and the mean Tmax of the comparator, Roxicodone®, was 3.4 hr. with a range of 0.5 hr. to 12 hr. A key objective for the study was
to determine if the reformulated SequestOx™ had a similar Tmax to the comparator when taken with a high fat meal. Based on these
results, the Company paused clinical trials for this formulation of SequestOx™. On January 30, 2018, the Company reported positive
topline results from a pilot study conducted for a modified SequestOx™ wherein, based on the results of this pilot study, the modified
SequestOx™ formulation is expected to achieve bioequivalence with a Tmax range equivalent to the reference product when conducted
in a pivotal trial under fed conditions. The Company has provided the pilot data to the FDA, requesting clarification as to the requirements
for resubmission of the NDA. The FDA has provided guidance for repeated bio-equivalence studies in order to bridge the new formulation
to the original SequestOx™ studies. Due to the prohibitive cost of such repeated bio-equivalence studies and the uncertain commercial
viability given the regulatory and competitive landscape, the Company has paused development of this product candidate.
There
can be no assurances of the Company conducting future clinical trials, or if such trials are conducted, there can be no assurances of
the success of any future clinical trials, or if such trials are successful, there can be no assurances that an intended future resubmission
of the NDA product filing, if made, will be accepted by or receive marketing approval from the FDA. In addition, even if marketing authorization
is received, there can be no assurances that there will be future revenues or profits, or that any such future revenues or profits would
be in amounts that provide adequate return on the significant investments made to secure this marketing authorization.
Generic
Products Filed
Currently
the Company has filed the following ANDA’s which have been accepted for review by the FDA:
●
Generic dopamine agonist accepted for review in December 2022
●
Generic opiate analgesic for pain management accepted for review in September 2023
Approved
Products Not Yet Commercialized
Doxycycline
Hyclate Tablets
The
Company received approval in April 2022 from the FDA of an ANDA for a generic version of an antibiotic product, Doxycycline Hyclate Tablets.
The product is jointly owned by Elite and Praxgen Pharmaceuticals LLC, formerly SunGen Pharma LLC, (“Praxgen”).
Methadone
Hydrochloride Tablets
Pursuant
to the Nostrum Asset Purchase Agreement, dated June 17, 2024, by and between the Company and Nostrum Laboratories Inc., pursuant to
which the Company acquired all rights in and to the approved ANDA for Methadone Hyrochloride Tablets and a royalty-free,
non-exclusive perpetual license to use the manufacturing technology, proprietary information, processes, techniques, protocols,
methods, know-how and improvements necessary or used to manufacture this product.
There
can be no assurances in relation to any of the above approved products not yet commercialized, that there will be future revenues of
profits, or that any such future revenues or profits would be in amounts that provide adequate return on the significant investments
made to secure these marketing authorizations.
3
Discontinued
and Transferred Products
As
part of standard operating practices, the Company, from time to time, as relevant, conducts evaluations of all ANDAs owned,
consisting, without limitation, of ANDAs acquired or approved prior to the quarter ended June 30, 2025 and ANDAs acquired or
approved during the quarter ended June 30, 2025. Such evaluations include, without limitation, costs and benefits analyses relating
to each ANDA owned, with such costs including those fees required under the FDA’s Generic Drug User Fee Amendment which is
significantly influenced by the number of ANDAs owned, and other costs and benefits taking into consideration various specific
market factors for each ANDA. Those ANDAs with a cost/benefit profile not consistent with management criteria for continuation are
identified for disposition and effort is made to determine the optimal course of action to achieve disposition of the
ANDA.
Critical
Accounting Estimates
Our
management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial
statements, which have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). The preparation
of our consolidated financial statements and related disclosures requires us to make estimates, assumptions and judgments that affect
the reported amount of assets, liabilities, costs and expenses and related disclosures. Our critical accounting estimates are those estimates
that involve a significant level of uncertainty at the time the estimate was made, and changes in them have had or are reasonably likely
to have a material effect on our financial condition or results of operations. Accordingly, actual results could differ materially from
our estimates. The following discussion addresses our most critical accounting estimates, which are those that are both important to
the portrayal of our financial condition and results of operations and that require significant judgment or use of complex estimates.
Revenue
Recognition - Manufacturing Fees
The
Company’s revenues are offset by variable consideration, which may include, without limitation, chargebacks, distribution fees,
rebates, group purchasing organization fees, prompt payment cash discounts, consideration payable to the customer, billbacks, Medicaid
and other government pricing programs, price protection and shelf stock adjustments, sales returns and profit shares. The Company’s
estimates for variable consideration are adjusted as required at each reporting period for specific known developments that may result
in a change in the amount of total consideration it expects to receive as well as updating estimate assumptions to reflect current and/or
historical trends.
Like
most competitors in this market, our marketing partners also give credits for chargebacks to wholesalers that have contracts with
our marketing partners, prospectively, for their sales to hospitals, group purchasing organizations, pharmacies, or other customers.
We do the same in the case of prospective direct sales made by us. A chargeback is the difference between the price the wholesaler
pays and the price that the wholesaler’s end-customer pays for a product. Although, our marketing partners establish, and
prospectively we would also establish reserves based on prior experience and best estimates of the impact that these policies may
have in subsequent periods, we cannot ensure that such reserves established are adequate or that actual product returns, rebates,
allowances, and chargebacks will not exceed estimates. Differences between established reserves and actual amounts of such credits
and charges, could result in a material adverse effect on our business, financial condition, results of operations, cash flow and
stock price.
Income
Taxes
Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce
any deferred tax assets that it determines will not be realizable in the future.
Results
of Operations:
The
following set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not
necessarily indicative of future results.
4
Three
months ended June 30, 2025 compared to the three months ended June 30, 2024
Revenue,
Cost of manufacturing and Gross profit:
For the Three Months
Ended June 30,
Change
2025
2024
Dollars
Percentage
Manufacturing fees
$ 39,777,763
$ 18,443,918
$ 21,333,845
116 %
Licensing fees
433,334
359,145
74,189
21 %
Total revenue
40,211,097
18,803,063
21,408,034
114 %
Cost of manufacturing
12,985,127
10,328,285
2,656,842
26 %
Gross profit
$ 27,225,970
$ 8,474,778
$ 18,751,192
221 %
Gross profit - percentage
68 %
45 %
Total
revenues for the three months ended June 30, 2025 increased by $21.4 million or 114%, to $40.2 million, as compared to $18.8 million,
for the corresponding period of the prior year.
Manufacturing
fees revenue increased by $21.3 million, or 116%, primarily due to the Elite label products achieving greater sales fifteen months
after their launch, as compared to the comparable period of the prior year which was the period in which the Elite label was
initially launched combined with the fact that the three months ended June 30, 2025 included sales from new products, including,
without limitation the Lisdexamfetamine products, which were commercially launched subsequent to the comparable period of the prior
year.
Licensing
fees revenue increased by $0.1 million, or 21%. This increase is primarily due to higher profit achieved by the Company’s
third-party license during the three months ended June 30, 2025, as compared to the comparable period of the prior year. Please note
that the Company is transitioning away from licensing products to third parties and focusing on marketing of the Elite label, which
does not result in license fee revenue.
Cost
of manufacturing consists of manufacturing and assembly costs. Our cost of manufacturing increased by $2.7 million or 26%, to $13.0
million as compared to $10.3 million for the comparable period of the prior fiscal year. This increase was primarily due to an
increased volume of products sold during the three months ended June 30, 2025, as compared to the comparable period of the prior
year, as noted above.
Our
gross profit margin was 68% during the three months ended June 30, 2025 as compared to 45% for the corresponding period in the prior
year. The increase is primarily due to sales achieved during the three months ended June 30, 2025 being comprised of a greater
proportion of higher margin products, combined with a greater proportion of direct sales (as opposed to indirect sales), as compared to the product mix of sales achieved during the comparable period of the prior
year.
Operating
expenses:
For
the Three Months
Ended
June 30,
Change
2025
2024
Dollars
Percentage
Operating expenses:
Research and
development
$ 1,674,964
$ 2,163,527
$ (488,563 )
(23 )%
General and administrative
3,404,084
1,969,154
1,434,930
73 %
Non-cash compensation
52,329
52,329
—
— %
Depreciation
and amortization
394,886
425,712
(30,826 )
(7 )%
Total
operating expenses
$ 5,526,263
$ 4,610,722
$ 915,541
20 %
Operating
expenses for the three months ended June 30, 2025 increased by $0.9 million, or 20%, to $5.5 million as compared to $4.6 million for
the corresponding period in the prior year, largely due to an increase in general and administrative expenses of $1.4 million, offset
by a decrease in research and development of $0.5 million.
Research
and development costs during the three months ended June 30, 2025 were $1.7 million, a decrease of $0.5 million, or 23%, from approximately
$2.2 million for the prior year. The decrease was a result of the number, timing and nature of product development activities
during the three months ended June 30, 2025 as compared to the comparable period in the prior fiscal year, with the three months ended
June 30, 2024 requiring increased product development resources related to the product approvals achieved in subsequent periods.
5
General
and administrative expenses for the three months ended June 30, 2025 were $3.4 million as compared to $2.0 million for the comparable
period in the prior year, an increase of $1.4 million or approximately 73%, largely due to an increased human resource headcount, regulatory
compliance and consulting costs as compared to the corresponding period in the prior year.
Non-cash
compensation expense for the three months ended June 30, 2025 and 2024 was less than $0.1 million.
Depreciation
and amortization expenses from the three months ended June 30, 2025 were $0.4 million flat to the comparable
period in the prior fiscal year.
As
a result of the foregoing, our income from operations during the three months ended June 30, 2025 was $21.7 million, compared to income
from operations of $3.9 million for the comparable period in the prior fiscal year.
Other
(expense) income:
For
the Three Months
Ended
June 30,
Change
2025
2024
Dollars
Percentage
Other (expense) income:
Change in fair
value of derivative financial instruments - warrants
$ (22,109,537 )
$ (2,782,913 )
$ (19,326,624 )
694 %
Interest expense and amortization
of debt issuance costs
(158,926 )
(250,781 )
91,855
(37 )%
Interest income
4,542
5,390
(848 )
(16 )%
Other
income
—
12,000
(12,000 )
(100 )%
Other
expense, net
$ (22,263,921 )
$ (3,016,304 )
$ (19,247,617 )
638 %
Other
expense, net for the three months ended June 30, 2025 was $22.3 million, an increase of $19.2 million as compared to the
corresponding period in the prior year. The increase was primarily due to a net increase of $19.3 million relating to the change in
fair value of warrant derivative instruments, offset by a $0.1 million relating decrease in interest expense and
amortization of debt issuance costs. The change in the fair value of derivative instruments and stock-based liabilities is
determined in large part by the change in the closing price of the Company’s Common Stock as of the end of the period, as
compared to the closing price at the beginning of the period, with a strong inverse relationship between changes in the closing
price of the Company’s Common Stock and amounts recorded as other expenses on the statement of operations. The decrease in
interest expense is primarily due to reduced principal amounts outstanding during the three months ended June 30, 2025 as compared
to the comparable period of the prior year.
As
a result of the foregoing, our net loss before income taxes for the three months ended June 30, 2025 was $0.6 million, compared to net
income before income taxes of $0.8 million for the comparable period in the prior year.
Income
Taxes:
The
Company recorded tax expense of approximately (943.0)% and 27.4% of income before income tax expense, for each of the three-month period
ended June 30, 2025 and 2024, respectively. Our effective tax rate is subject to volatility as changes in the fair value adjustments
in our derivative liabilities significantly impact pre-tax earnings. These valuation shifts have a disproportionate impact on pre-tax
income, thereby amplifying the effective tax rate for the current period. The fair value adjustment of derivatives decreased the effective
tax rate by 967.69% for the three-month period ended June 30, 2025.
Liquidity
and Capital Resources
Capital
Resources
June
30, 2025
March
31, 2025
Change
Current assets
$ 77,861,100
$ 57,739,147
$ 20,121,953
Current liabilities
$ 10,762,657
$ 11,840,435
$ (1,077,778 )
Working capital
$ 67,098,443
$ 45,898,712
$ 21,199,730
Our
working capital (total current assets less total current liabilities) increased by $21.2 million from $45.9 million as of March 31, 2025
to $67.1 million as of June 30, 2025, with such increase being primarily related to the increase in finished goods inventory and accounts
receivable, associated with increased customer orders during the three months ended June 30, 2025 and an increase in cash balances, paired
with a decrease in total current liabilities over the same period.
6
Summary
of Cash Flows:
For
the Three Months Ended June 30,
2025
2024
Net cash provided by operating
activities
$ 14,775,842
$ 3,144,463
Net cash used in investing activities
$ (218,204 )
$ (1,663,277 )
Net cash used in financing activities
$ (4,130,684 )
$ (174,906 )
Net
cash provided by operating activities for the three months ended June 30, 2025 was $14.8 million, which included, without
limitation, net loss of $5.9 million, increased by the change in fair value of derivative financial instruments - warrants of $22.1
million, deferred tax expenses of $4.9 million, and reduced by the change in operating assets and liabilities totaling $7.1 million.
Net cash provided by operating activities during comparable period in the prior fiscal year included, without limitation, net income
of $0.6 million increased by depreciation and other non-cash expenses totaling $3.5 million and reduced by the change in operating
activities and liabilities totaling $0.9 million.
Net
cash used in investing activities for the three months ended June 30, 2025 was comprised of purchases of property and equipment of approximately
$0.2 million. Net cash used in investing activities during the prior fiscal year was comprised of purchases of property and equipment
of approximately $0.8 million and purchase of intangible assets of $0.9 million.
Net
cash used in financing activities was $4.1 million for the three months ended June 30, 2025 was mainly comprised of payments of loan
principal on related party loans totaling $4.0 million. Net cash used in financing activities of $0.2 million for the prior fiscal year
was for payments of loan principal and finance lease obligations totaling $0.2 million.
East
West Bank
On
July 1, 2022, East West Bank (“EWB”) provided a mortgage loan (“EWB Mortgage Loan”) in the amount of $2.55
million for the purchase of the property at 135-137 Ludlow Avenue, which was formerly a lease held by the Company. The EWB Mortgage
Loan matures in ten years and bears interest at a fixed rate of 4.75% fixed for the first five years then adjustable at WSJP plus 0.5% with floor
rate of 4.5%. The total transaction costs associated with the EWB Mortgage Loan incurred as of June 30, 2025, were $13,251, which
are being amortized on a monthly basis over ten years, beginning in July 2022. The EWB Mortgage Loan contains customary
representations, warranties and covenants. These covenants include maintaining a minimum debt coverage ratio of 1.50 to 1.00 tested
annually and a minimum trailing 12-month debt coverage ratio of 1.50 to 1.00. As of June 30, 2025, and through the date of filing of
this Quarterly Report on Form 10-Q, the Company was not aware of the existence of any violations of financial covenants included in
the EWB Mortgage Loan.
NJEDA
Bonds
On
August 31, 2005, the Company successfully completed a refinancing of a prior 1999 bond issue (the “1999 Bonds”) through
the issuance of new tax-exempt bonds (the “NJEDA Bonds”). The refinancing involved borrowing $4,155,000, evidenced by a
6.5% Series A Note in the principal amount of $3,660,000 maturing on September 1, 2030 and a 9% Series B Note in the principal
amount of $495,000 maturing on September 1, 2012. The net proceeds, after payment of issuance costs, were used (i) to redeem the
outstanding tax-exempt 1999 Bonds originally issued by the New Jersey Economic Development Authority on September 2, 1999, (ii) to
refinance other equipment financing and (iii) for the purchase of certain equipment to be used in the manufacture of pharmaceutical
products. As of March 31, 2016, all of the proceeds were utilized by the Company for such stated purposes.
The NJEDA Bonds are collateralized by a first lien on the Company’s
facility and equipment acquired with the proceeds of the 1999 Bonds and NJEDA Bonds. The related Indenture requires the maintenance
of a debt service reserve fund of $366,000 in relation to the Series A Notes.
Bond
issue costs of $354,454 were paid from the proceeds of the NJEDA Bonds and are being amortized over the life of the NJEDA bonds.
Amortization of bond issuance costs amounted to $3,545 for the three months ended June 30, 2025.
The
NJEDA Bonds require the Company to make an annual principal payment on September 1st of varying amounts as specified in the loan documents
and semi-annual interest payments on March 1st and September 1st, equal to interest due on the outstanding principal at the applicable
rate for the semi-annual period just ended.
In
addition, the Company had previously received Notices of Default from the Trustee of the NJEDA Bonds as a result of the utilization
of the debt service reserve fund being used to pay interest payments as well as the Company’s failure to make scheduled
principal payments. All monetary defaults were cured during Fiscal Year 2015 and the Company is current on all NJEDA Bond interest
and principal payments.
As
of the date of filing of this Quarterly Report on Form 10-Q, there are no interest or principal amounts in arrears. The Series B Notes
were retired, at par in July 2014.
7
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As
a smaller reporting company, we are not required to provide the information required by this Item.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.