-----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, P/Ifsxvc40lACj2pI4keRSe0axiAD1XIH3oZV7aH9x/nZoAd/3evS+Z5AcIqnJ16 oQtk8GCPHS1w9DYkhYzIAg== 0000351129-99-000002.txt : 19991018 0000351129-99-000002.hdr.sgml : 19991018 ACCESSION NUMBER: 0000351129-99-000002 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19991001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CDX COM INC CENTRAL INDEX KEY: 0000351129 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 840771180 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-09735 FILM NUMBER: 99721252 BUSINESS ADDRESS: STREET 1: ONE RICHMOND SQUARE STREET 2: NO 27 CITY: PROVIDENCE STATE: RI ZIP: 02906 BUSINESS PHONE: 4012741444 MAIL ADDRESS: STREET 1: ONE RICHMOND SQUARE STREET 2: NO 27 CITY: PROVIDENCE STATE: RI ZIP: 02906 FORMER COMPANY: FORMER CONFORMED NAME: CDX CORP DATE OF NAME CHANGE: 19920703 10-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to _____________ CDX CORPORATION (Exact name of Registrant as specified in its charter) Commission file number Colorado 84-0771180 (State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) One Richmond Square 02906 Providence, RI (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code (401)274-1444 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered None None Securities registered pursuant to 12(g) of the Act: Common Stock, Par Value $.01 (Title of class) 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 ___ No X. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Since February of 1986, there have been no published prices of the Registrant's stock. The total number of shares held by nonaffiliates of the Registrant as of September 30, 1998 was 1,330,191. Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of June 30, 1998 4,887,927 DOCUMENTS INCORPORATED BY REFERENCE Document Part of 10-K into which incorporated None CDX CORPORATION 1998 Annual Report on Form 10-K Table of Contents Page # PART I ITEM 1 - Business 3 A. General 3 B. Products And Services 3 C. Marketing And Customers 4 D. Product Development 4 E. Product Protection 5 F. Backlog 5 G. Competition 5 H. Employees 5 ITEM 2 - PROPERTIES 5 ITEM 3 - LEGAL PROCEEDINGS 5 ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 6 PART II ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS 6 ITEM 6 - SELECTED FINANCIAL DATA 6 ITEM 7 - MANAGEMENT DISCUSSIONS AND ANALYSES OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7 ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 8 ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES 8 PART III ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 9 ITEM 11 - EXECUTIVE COMPENSATION 10 ITEM 12 - CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 12 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 13 PART IV ITEM 14 - EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K 13 SIGNATURES 14 3 PART I Item 1. BUSINESS A. General CDX Corporation is a Colorado corporation incorporated in 1978 with its corporate offices headquartered in Providence, Rhode Island. The Business of the Company has consisted of the sale of computerized pulmonary diagnostic equipment which is used in the medical profession to test for indications of lung or congestive heart disease. Approximately 11,000 units have been sold. In December 1994 the Company acquired Compliance Systems, a manufacturer of infection control products which provide emergency personnel with protection during trauma response situations and assist compliance with certain OSHA mandates. In FY96 the Company also introduced a new version of its Instant Response Mask (IRM) with improved features designed to protect personnel involved in administering emergency cardio-resuscitation techniques to compliment the Compliance Systems product line. CDX also generates revenue from the sale of consumable supplies and accessory items associated with its diagnostic equipment. In addition, the Company has developed an upgrade for its spirometers marketed to existing customers. The Company has an updated version of its Model 110S spirometer currently which incorporates the latest technology. This product is marketed to physician offices, hospitals and industrial sites. B. Products And Services Approximately 20% of the Company's gross revenues in its most recent fiscal year was attributable to the sale of its testing machines, 65% of gross revenues was attributable to sales of consumable and accessory items and 7% of gross revenues was attributable to repairs and testing. Bio-hazard control products and the IRM comprised 8% of sales. The Company's objective is to increase gross revenues with the introduction of new and upgraded version of the current spirometer. A new version of the Instant Response Mask was released in December 1995. Although initially well received, this product has not lived up to the Company's expectations and marketing efforts and expenditures in connection with it have been curtailed. The types of products which the Company currently markets are described below. 1. Instant Response Mask Provides protection against the transmission of infectious pathogens during the administration of emergency resuscitation techniques such as CPR. Marketing of the IRM was discontinued in FY98 in an effort to reduce costs related to marginal products. 2. 110S Spirometer Computerized pulmonary diagnostic equipment which is used in the medical profession to test for indications of lung or congestive heart disease. 4 3. 110M Spirometer A metric version of the 110S Spirometer specifically designed for the international markets. 4. 110MAX Spirometer An upscale version of the 110S Spirometer with additional features. Production of the 110 Series spirometers was curtailed at the end of FY 98. A new model of spirometer, the CDX850, will replace the 110's and will be introduced in the beginning of FY 99. 5. Biosponse A portable bio-hazard spill kit for bloodborne pathogens which complies with OSHA regulation. 6. Biopail A complete clean up and personal protection for first reponders against blood pathogens contained in a refillable two gallon pail meeting OSHA Regulations. Additionally, the Company provides for sale of disposable and accessory items associated with its testing equipment as well as maintenance and service agreements; it also offers disposable items for the infection control markets. C. Marketing And Customers The Company's principal customers have historically been primary care physicians, group practices, clinic, and medical centers. Portable spirometers are typically used by internists, family physicians, and general practitioners in their offices to conduct preliminary diagnostic tests of a patients pulmonary function. Spirometers are also used extensively in industry to provide screening diagnosis, establish baselines and monitor pulmonary function in the workplace. The Company's customer base includes pulmonologists, allergists, and cardiologists who require the speed, accuracy, and flexibility of hospital-based systems in a small, light-weight, portable system. During the year ended June 30, 1998, the Company did not have any one customer responsible for 10% or more of sales activity or revenues. The Company currently markets its products directly to retail customers from its Massachusetts office and through medical equipment dealers and distributors, supported through a network of factory trained manufacturer's representatives. The Company supports this sales network through direct mail, advertising in clinical and trade publications, and participation in national and regional trade shows. Relative to the IRM mask, initially the Company held exclusive worldwide distribution rights under terms of an agreement with Valley Forge Scientific. During FYE 6.30.96 the Company relinquished its exclusive rights and has undertaken to co-distribute the IRM with Valley Forge in return for a 10% royalty on all IRM sales by Valley Forge. The Company has curtailed active marketing of the IRM mask. D. Product Development The Company has undertaken a product development program with the ultimate objective of the following: The development of products specifically targeted at the equipment needs of the physician's office. During the year ended June 30, 1996, the Company spent $8,657 on research and development. 5 Further, in March 1995 the Company acquired all rights to certain technology relating to the firefighting and industrial markets from Global Environmental Technologies, Inc. The Company had planned to develop prototype units and was involved in strategic discussions with several interested parties which have established presence in these markets. The Company has abandoned pursuit of this project. E. Products Protection The company holds a patent issued by the U.S. Patent office in 1981 for the overall structure and function of its remote pulmonary function tester known as the CDX 110. The Company's current products have protection under certain claims of this patent. The patent does not apply outside the United States. The Company holds a federal trademark "CDX" which is used on its products. The Company uses additional trademarks related to the IRM mask. The Company's developmental efforts on the IRM mask has resulted in a U.S. patent application. As per the terms of an agreement between the Company and Valley Forge Scientific this patent has been assigned to Valley Forge. Under the further terms of this agreement, the Company received the exclusive worldwide distribution rights for the IRM mask. F. Backlog The Company does not currently have any backlog of sales orders or delays of shipments due to lack of parts or supplies. G. Competition The market for the Company's products is characterized by rapid advancements in technology and by intense competition among a number of manufacturers and distributors. The Company believes that it competes favorably in the market; however, no assurance can be given that the Company will have the financial resources, marketing, distribution, service or support capabilities, depth of key personnel or technological expertise to compete successfully in the future. H. Employees As of June 30, 1998, the Company employed one full-time employee and one part- time employee. Item 2. PROPERTIES In July of 1997 the Company moved its sales offices and operations to Massachusetts. The Company's administrative offices and manufacturing facilities consist of approximately 1,500 square feet of office, manufacturing and storage space located in a mixed-use commercial building in Dedham, Massachusetts which it rents on a short term basis. The Company believes that its rental costs are comparable to those charged for comparable space on month to month basis. The facilities have been rented on a month to month basis since March 1, 1995. Rental space is available in the area, and the Company expects to be able to continue to obtain a lease for adequate space at costs comparable to its current rent. Item 3. LEGAL PROCEEDINGS There are no legal proceedings pending against the Company. 6 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The corporation did not submit any matter to a vote of security holders during the year ended June 30, 1998. PART II Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDERS MATTERS There is no established public trading market for the Corporation's common stock. The stock is traded over-the-counter in privately negotiated transactions between market makers and brokers. Prices are published in the pink sheets issued by the National Quotation Bureau, but sales are not systematically reported by market makers and brokers. Holders Based upon the number of record holders, the approximate number of shareholders of the common stock of the Corporation as of June 30, 1998 was 809. Dividends No dividends have been declared during the past fiscal years with respect to common stock. Item 6. SELECTED FINANCIAL DATA 1998 1997 1996 1995 1994 Net Sales & Operating Revenues $264,175 $379,608 $394,043 $445,285 $514,825 Profit (Loss) $84,452 (122,372) (206,413) (75,028)(259,143) Profit (Loss) per Common Share .017 (.028) (.057) (.022) (.076) Total Assets 179,688 185,918 184,081 303, 838 248,727 Long Term Obligations 25,000 25,000 25,000 25,00 0 Cash Dividend Declared per Share 0.00 0.00 0.00 0.00 0.00 Weighted average number of Common Shares outstanding 4,887,927 4,339,434 3,587,927 3,472,094 3,397,927
7 MARKET INFORMATION CDX Corporation's common stock is traded over-the-counter in privately negotiated transactions between makers and brokers.
Price Range (closing bid) For fiscal year ending June 30: 1998 1997 Bid Prices Asked Prices Bid Prices Asked Prices Quarter High Low High Low High Low High Low 1st .125 .125 .1875 .175 .15625 .125 .1875 .1875 2nd .125 .125 .2188 .1875 .125 .125 .1875 .1875 3rd .125 .125 .1875 .1875 .125 .125 .1875 .1875 4th .125 .125 .1875 .1875 .125 .125 .1875 .175
These market quotations are from the National Daily Quotation Service. They reflect prices between dealers without retail mark up, mark down or commission. They do not represent actual transactions. No dividends have been declared during the past two fiscal years with respect to common stock. Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net Sales and Operating Revenues for FY 98 decreased by $115,433 which is down approximately 30% from the previous fiscal year. This compares with a decrease of $14,402, or approximately 4%, in similar figures for FY 97 to FY 96. Cost of Sales decreased by $95,937 for FY 98 compared to FY 97, with the Company producing an Operating Profit of $10,017. During the previous fiscal year, costs and expenses decreased by $47,698 from those of FY 96 resulting in an Operating Loss of $104,327. FY 96 also showed an Operating Loss of $195,928. Operating Profit for FY 98 was 3.8% as a percentage of Net Sales compared with Operating Losses of 27.5% and 49.7% for FY 97 and FY 96, respectively. The improvement in operating results is a reflection of reduced costs and expenses, primarily in the areas of cost of goods, payroll and rent. Management plans to continue its efforts to reduce expenses and keep them in line with margins and to increase sales volume. Cost of Goods Sold as a percent of Net Sales decreased from 49.5% ($187,793) in FY 97 to 34.8% ($91,855) in FY 98 due primarily to decreased cost of raw materials resulting from increased use of inventoried parts and greater use of contract services. Similar costs for FY 96 to FY 97 decreased from 59.8% ($235,441) to 49.5% ($187,793) of Revenues. Selling and Administrative Expenses decreased overall by $133,839, to $162,303 for FY 98 from $296,142 for FY 97. As a percentage of Net Sales these figures were 61.4% and 78.0% respectively which represents a 16.6% decrease in such expenses between the two years. Comparable expenses for FY 96 were 90.9% ($354,530). The decrease in percentages of expenses shown in FY 98 and FY 97 reflects a decrease payroll and related expenses, lower rent expense and the elimination certain marginal marketing and advertising. Interest expense for FY 98 increased $5,631 to $23,676 for the entire year. In FY 97, interest expense increased $7,635. Interest income was immaterial for FY 98. Previously, it had decreased by $75 in FY 97 from the prior year due to reduced cash levels during FY 97. FY 96 interest income of $95 represented a $248 decrease from FY 95. For FY 98 the Company had additional other income of $98,111 resulting from the write down and adjustment of certain payables. 8 Inflation has had a minimum impact upon the Revenues and Costs of the Company. Liquidity And Capital Resources In fiscal year 1998, the Company's liquidity increased by $76,595. This compares with an unchanged position FY 97. In FY97 this was due to favorable working capital changes related to collections on accounts receivable and increases in inventory which were offset by operating losses and increases in accounts payable and borrowings from two of its officers. In FY98 the increase in liquidity was the result of moderate reduction of receivables, utilization of existing inventories, write down of prepaid expenses and certain capitalized development enhanced by net operating income offset by reduction in accounts payable, accrued expenses and payments on short term borrowings. The Company expects that its current working capital position is sufficient to continue to meet operating requirements during the coming fiscal year and that it has sufficient reserves to meet some unforeseen contingencies given a continued willingness on the part of several of its officers to fund deficits with loans. Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See Item 14 of this report. Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 9 PART III Item 10. DIRECTORS AND EXECUTIVE OFFICERS The current directors and executive officers of the Corporation, their ages, their positions held in the Corporation and the term during which each served in such position are as follows: DIRECTORS Year First Elected Name and All Positions or Nominated to Held With the Corporation Age Become a Director Harold I. Schein 63 1985 Chairman of the Board, Treasurer and Director Philip D. Schein 35 1989 President, Secretary and Director Officers and directors are elected on an annual basis. The present term of office for each director will expire at the next annual meeting of the Company's stockholders at such time as his successor is duly elected. Officers serve at the discretion of the Board of Directors. EXECUTIVE OFFICERS Name and All Positions Year First Term of Currently Held Elected to Office With the Corporation Age This Office Expiring Harold I. Schein (2) 63 Chairman of the Board, 1989 (1) Chief Executive Officer, 1989 (1) Treasurer, 1989 (1) Director 1985 (1) Philip D. Schein (2) 35 President, 1992 (1) Secretary, 1989 (1) Director 1989 (1) (1) The executive officers serve at the pleasure of the board of directors and do not have fixed terms. 10 (2) Philip D. Schein is the son of Harold I. Schein HAROLD I. SCHEIN, 63, serves as Chairman of the Board, Chief Executive Officer, Treasurer and a Director. Mr. Schein, since January 1990, has been President of Richmond Square Capital Corporation, a private lender and venture capital firm corporation. Prior to 1990, Mr. Schein served as chairman and chief executive officer of William Bloom & Son, Inc, a manufacturer of store fixtures. From March 1989 to September 1992, Mr. Schein also served as chairman of Piezo Electric Products, Inc. of Metuchen, New Jersey, a publicly owned company. He is also a developer of commercial real estate. Mr. Schein became chairman of the board of directors and treasurer of the Corporation in March 1989. PHILIP D. SCHEIN, 35, serves as President, Secretary and a Director. Mr. Schein became secretary of the corporation in March 1989 and assumed the office of president in October 1992. Prior to this, Mr. Schein held the position of Executive Vice President of William Bloom & Son, a manufacturer of custom store fixtures, where he was in charge of sales and manufacturing. He is a 1985 graduate of Boston University. Item 11. EXECUTIVE COMPENSATION No executive officer received in excess of $100,000. No executive officer of the Corporation received other compensation not reported in the above cash compensation table in excess of $25,000 or 10% of the compensation reported in the above cash compensation table. Directors who are not regular, full-time employees may be compensated for service on the board of directors at the rate of $1,500 per director per quarter, i.e., $6,000 annually. In order to qualify for quarterly compensation, a director must attend the majority of meetings held within the quarter. No such payments have been made since 1989. SUMMARY COMPENSATION TABLE Annual Compensation Long Term Compensation Awards Securities Name & Principal Fiscal Other Annual Underlying Position Year Salary Compensation(1) Option/SARS(#) ________________ ______ _______ ____________ ______________ Philip D. Schein 1998 $52,944 0 President & CEO 1997 65,000 5,000 1996 65,000 15,000 Harold I. Schein 1998 $ 0 0 Chairman & 1997 0 17,500 Treasurer 1996 0 0 (1) Certain perquisites provided to each of the named executive officers totaled less than 10 percent of each officer's total salary and Stock Option Grants. 11 OPTION/SAR GRANTS TABLE
Option/SAR Grants in Last Fiscal Year The Company did not grant any options during FY 98. AGGREGATED OPTION EXERCISES IN 1998 AND OPTION/SAR VALUES AT FISCAL YEAR-END Number of unexercised Value of Unexercised in-the-money in-the-money options/SARs at options/SARs at fiscal year-end (#) fiscal year end($) (1) Name Exercisable/unexercisable Exercisable/unexercisable Philip D. Schein 253,333/0 $6,000/$0 Harold I. Schein 602,500/0 $9,000/$0
(1) Market value of underlying securities at FYE 6.30.98 discounted by two-thirds to reflect restrictive provisions, minus exercise or base price. Stock Option Plan In November, 1987, the Shareholders of the Corporation approved an incentive stock option plan which provides that options may be granted to officers and employees, with a maximum aggregate number of 150,000 shares issuable under the plan. Shares underlying granted options are exercisable 25% on the date of grant and 25% each year thereafter on a cumulative basis. Unexercised options lapse ten years after the date of grant or expire within 90 days of termination of employment. Exercise price is fair market value of a share of common stock at date of grant. The plan has a term of ten years. In November 1987, the Directors of the Corporation approved a Non-Qualified Stock Option Plan for employees, consultants and directors. The Corporation has reserved 60,000 unregistered shares of its common stock for use in this plan. During 1993, the Board of Directors reserved another 1,440,000 unregistered shares of its common stock for use in this plan. Each of the four outside directors were granted options for 15,000 shares at $.10 per share exercisable during their continuation as an employee, director or advisory member of, or consultant to the Company, and for the three year period thereafter. In addition, during 1993, the Company granted one of its 12 directors options for 250,000 shares at $.10 per share and granted one of its consultants options for 77,800 shares at $.05 per share. The options on 60,000 shares @$.10 per share granted to outside directors and 77,800 shares @$.05 granted to a consultant have expired unexercised. A summary of the plans at June 30, 1997 is as follows: TOTAL SHARES SHARES AT OPTION OPTION RESERVED OUTSTANDING PRICE ____________ ________________ _______ 1987 Non-Qualified Stock Option Plan 1,500,000 250,000 $.10 100,000 $.25 15,000 $.25 22,500 $.25 In December 1992, the Company issued 600,000 warrants for its common stock to certain of its officers and consultants in return for services. The warrants are exercisable at $.02 per share with an expiration date of December 31, 1998. Also, in February 1995, the Company issued 75,000 warrants for its common stock to an investor in connection with a loan. The warrants are divided into three equal classes with exercise prices of $0.25, $0.375 and $0.50 respectively with all classes expiring in February 1998. Item 12. CERTAIN BENEFICIAL OWNERS AND MANAGEMENT SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information as to persons other than management (see the following table) who are known to management to beneficially own more than 5% of the outstanding voting stock as of June 30, 1998. Title Name and Address Amount and Nature of Percent of of Class of Beneficial Owner Beneficial Ownership Class ________ ___________________ ____________________ __________ Common Mendel S. Kaliff 247,223 Direct 5.6% Stock 70 N.E. Loop 410 No. 450 San Antonio, TX 78216 The following table sets forth the security ownership of all directors and executive officers of the corporation as of June 30, 1998. Title Name of Amount and Nature of Percent of of Class Beneficial Owner Beneficial Ownership of Class Position ________ ________________ ____________________ __________ ________ Common Harold I. Schein 2,616,737 (1) 59.6% Treasurer, Stock Director, and Chairman of the Board 13 Common Philip D. Schein 426,000 (2) 9.7% President, Stock Secretary, Director Common Directors and 3,042,737 69.3% Stock Officers as a Group (2 persons) ____________________________ (1) Shares subject to sole investment and voting power. Includes options and warrants granted by the corporation to purchase 585,000 shares, as to which option shares the optionee/warrantholder disclaims beneficial ownership. (2) Shares subject to sole investment and voting power. Includes options and warrants granted by the corporation to purchase 215,000 shares, as to which option shares the optionee/warrantholder disclaims beneficial ownership. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The Company entered into a lease agreement on March 26, 1990 with a related party to rent its facilities in Providence, Rhode Island. Base monthly rental payments were modified to $2,500 beginning October 1995 and the lease term to five years, expiring on February 28, 1995. In May of 1996 the Company and related party modified the terms of the lease to month to month rental payments of $1,500. The Company sublet a part of this space to an unrelated party for $500 per month. The Company believes this to have been at or below the rent for comparable space from unrelated parties. PART IV Item 14. EXHIBITS, FINANCIAL SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: 1. Financial Statements: Opinions of independent public accountants dated July 2, 1999 on the financial statements as follows: Balance Sheets, June 30, 1998 and 1997. Statements of Earnings for the years ended June 30, 1998, 1997 and 1996. Statements of Cash Flows for the years ended June 30, 1998, 1997 and 1996. 14 Statements of Changes in Stockholders' Equity for the years ended June 30, 1998, 1997 and 1996. 2. Financial Statement Schedules: All schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission have been omitted because they are not required if the information is shown in the financial statements and notes thereto. (b) Reports on form 8-K No reports on Form 8-K were filed. (c) Exhibits See the Index of Exhibits immediately preceding the exhibits attached to this report. The exhibits are incorporated herein by this reference. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CDX CORPORATION (Registrant) /s/Michael L. Schein By: __________________ Michael L. Schein President Dated: September 27, 1999 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/Harold I. Schein _______________________ Chairman of the Board, September 28, 1999 Harold I. Schein Treasurer and Director /s/Philip D. Schein _______________________ Secretary and September 28, 1999 Philip D. Schein Director 15 INDEX TO EXHIBITS (a) Exhibits: The following documents are filed herewith or have been included as exhibits to previous filings with the Commission and are incorporated herein by this reference: Exhibit No. Document * 3.1 Restated Articles of Incorporation dated July 3, 1985 (incorporated by reference to the exhibits and Registrant's report filed on Form 10-K dated September 25, 1985) * 3.2 Articles of Amendment dated December 4, 1987 to the Restated Articles of Incorporation (incorporated by reference to the exhibits to Registrant's report filed on Form 10-K dated September 15, 1989) * 3.3 Bylaws dated July 5, 1985 (incorporated by reference to the exhibits to Registrant's report filed on Form 10-K dated September 15, 1989) x 23.1 Consent of Counsel, Brendan P. Smith, Esq. x 23.2 Consent of Cayer, Prescott, Clune & Chatellier, LLP, Independent Certified Public Accountants x 27.0 Financial Data Schedule ______________ * Incorporated by reference from the issuer's Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 x Filed herewith CDX CORPORATION FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 1998, 1997, and 1996 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Stockholders and Board of Directors CDX Corporation We have audited the balance sheets of CDX Corporation as of June 30, 1998 and 1997, and the related statements of operations, stockholders' equity and cash flows for the years ended June 30, 1998, 1997, and 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CDX Corporation as of June 30, 1998 and 1997, and the results of its operations and its cash flows for the years ended June 30, 1998, 1997, and 1996 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 13 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 13. The financial statements do not include any adjustments that might result from this uncertainty. July 2, 1999 /s/ Cayer, Prescott, Clune & Chatellier, LLP CDX CORPORATION BALANCE SHEETS JUNE 30, 1998 and 1997 ASSETS 1998 1997 ___________ __________ Current assets: Cash $ 13,516 $ 1,305 Accounts receivable - trade (net of allowance for doubtful accounts of $660 in 1998 and $2,010 in 1997) 28,708 39,488 Inventory 40,491 46,555 Prepaid expenses and other 1,240 17,473 Total current assets 83,955 104,821 Property and equipment - net of accumulated depreciation 18,865 20,228 Other assets: Invention rights and deferred product development costs (less accumulated amortization of $454,256 in 1998 and $435,340 in 1997) 76,868 60,869 TOTAL ASSETS $ 179,688 $ 185,918 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 6,000 4,000 Accounts payable - trade 69,760 159,617 Accounts payable - shareholder 270,500 270,500 Accrued interest payable 71,375 48,816 Accrued expenses 6,295 36,458 Total current liabilities 421,930 519,391 Other liabilities: Notes payable - officers 214,484 202,705 Notes payable 50,000 55,000 Total other liabilities 264,484 257,705 Stockholders' equity: Common stock, $.01 par value; 10,000,000 shares authorized, 4,888,093 shares issued at June 30, 1998 and 1997 48,881 48,881 Capital surplus 4,771,798 4,771,798 Deficit (5,327,405) (5,411,857) Less treasury stock; 166 shares, no assigned value ___________ ___________ Total stockholders' equity (506,726) (591,178) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 179,688 $ 185,918 SEE NOTES TO FINANCIAL STATEMENTS. CDX CORPORATION STATEMENTS OF OPERATIONS YEARS ENDED June 30, 1998, 1997, and 1996 1998 1997 1996 ___________ ___________ ___________ Revenues: Net sales and other revenues $ 264,175 $ 379,608 $ 394,043 Operating costs and expenses: Cost of sales 91,855 187,793 235,441 Selling & administrative expenses 162,303 296,142 354,430 Total operating costs and expenses 254,158 483,935 589,971 Operating income (loss) 10,017 (104,327) (195,928) Other income (expense): Interest expense (23,676) (18,065) (10,430) Interest income 20 95 Loss on investment (150) Write down of payable 98,111 Net other expense 74,435 (18,045) (10,485) Net income/(loss) $ 84,452 $(122,372) $ (206,412) Net loss per common share $ .017 $ (.028) $ (.057) Weighted-average number of common shares outstanding 4,887,927 4,339,434 3,587,927 SEE NOTES TO FINANCIAL STATEMENTS. CDX CORPORATION [CAPTION] STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY YEARS ENDED JUNE 30, 1998, 1997 AND 1996 Shares Shares Par Capital Accumulated Treasury Outstanding Value Surplus Deficit Stock Total Balance 6/30/96 3,588,093 $35,881 $4,771,798 $(5,289,485) 166 $(481,806) Common Stock 1,300,000 13,000 13,000 Issued Net Loss (122,372) (122,372) Balance 6/30/97 4,888,093 48,881 4,771,798 (5,411,857) 166 (591,178) Net Profit 84,452 84,452 Balance 6/30/98 4,888,093 $48,881 $4,771,798 $(5,327,405) 166 $(506,726) SEE NOTES TO FINANCIAL STATEMENTS CDX CORPORATION STATEMENTS OF CASH FLOWS YEARS ENDED June 30, 1998, 1997, and 1996 1998 1997 1996 ___________ ___________ ___________ Cash was provided by (used for): Operating activities: Net income (loss) $ 84,452 $ (122,372) $(206,413) Items in net loss not affecting cash: Depreciation and amortization 21,724 10,321 20,797 Stock Based Compensation 13,000 Foregiveness of Note Payable 5,000 Increase (decrease) in cash from changes in assets and liabilities: Accounts receivable 10,780 13,689 2,966 Inventory 6,064 27,032 36,372 Prepaid expenses and other 16,233 (10,976) 8,134 Other assets (34,915) (39,424) 17,176 Accounts payable - trade (80,857) (23,042) 11,231 Accounts payable - shareholder 26,956 40,713 Other current liabilities (9,604) 20,449 14,952 Total cash used for operations (123) (84,367) (54,072) __________ __________ _________ Investing activities: Purchase of property and equipment (1,445) (1,243) (1,760) Total cash provided by (used for) investing activities (1,445) (1,243) (1,760) Financing activities: Proceeds from notes payable - officers 20,000 90,000 22,500 Payments on notes payable (6,221) (3,154) (2,741) Total cash provided by (used for) financing activities 13,779 86,846 19,759 Increase (decrease) in cash during the year 12,221 1,236 (36,073) Cash balance, beginning of the year $ 1,305 $ 69 $ 36,142 Cash balance, end of the year $ 13,516 $ 1,305 $ 69 Supplemental disclosures of cash flow information: Cash paid during the year for interest $ 1,117 $ 551 $ 79 SEE NOTES TO FINANCIAL STATEMENTS CDX CORPORATION NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 1998, 1997 and 1996 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Background CDX Corporation (the Company) was incorporated in June, 1978 to engage in the manufacture and sale of computerized pulmonary diagnostic equipment used in the medical profession. This equipment tests for indications of lung or congestive heart disease. The Company also manufactures and sells other medical and sanitization equipment. Invention Rights In 1978, the Company's two founding shareholders granted to the Company partial invention rights relating to its pulmonary function screening devices in exchange for 185,625 shares of common stock. In 1980, they granted full rights to the device in exchange for an additional 75,000 shares of common stock at a price of $1.332 per share. For financial accounting purposes, the invention rights have been recorded at an estimated fair value of $350,532 or $1.332 per share for the 260,625 shares of common stock issued, and $3,380 for legal fees pertaining to the patent application. Such value is considered appropriate based upon the substantial amount of cash invested by shareholders at $1.332 per share, other than those who were issued common stock in exchange for invention rights. Until fiscal year 1987, amortization had been provided on a straight-line basis over an estimated useful life of nineteen years. In 1987, Management reviewed the economic benefit of the invention rights and accelerated the remaining amortization over a five year period in order to represent fairly the remaining economic life of the invention rights. The entire effect of this change in estimate is reflected in the year ended June 30, 1987 and subsequent years. In July of 1989, the Company entered into a contract for the development of technological enhancements to its computerized pulmonary equipment. For financial accounting purposes, these enhancements have been recorded at cost, in accordance with Statement of Financial Accounting Standards No. 86. Amortization is provided on a straight-line basis over the estimated useful life of five years. Amortization began in January of 1991 with the introduction of the new Spiro-Max. Revenue Recognition Revenue is recognized upon the invoicing and shipping of equipment. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. At June 30, 1998, the carrying amount of the Company's deposits was $13,216 and the bank balance was $15,290, of which all was covered by federal depository insurance. Accounts Receivable An allowance for doubtful accounts receivable is provided equal to the estimated collection losses that will be incurred in collection of all receivables. Estimated losses are based on historical collection experience coupled with review of the current status of the existing receivables and amounted to $660 and $2,010 at June 30, 1998 and 1997, respectively. The Company grants credit to customers who are located throughout the United States. (CONTINUED) CDX CORPORATION NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 1998, 1997, and 1996 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Inventories Inventories are valued at the lower of cost or market using the first-in, first-out method. Work in process and finished goods are valued at production cost represented by materials, labor and overhead. Property and Equipment Property and equipment are recorded at cost. Depreciation and amortization are recorded using the straight line and double declining balance methods over the estimated useful lives of the assets. Income Taxes Effective July 1, 1993, the Company adopted Statement of Financial Accounting No. 109, "Accounting for Income Taxes" (FAS 109). Under the provisions of FAS 109, an entity recognizes deferred tax assets and liabilities for the future tax consequences of events that have been previously recognized in the Company's financial statements or tax returns. The measurement of deferred tax assets and liabilities is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. The adoption of FAS 109 did not have an effect on the Company's financial statements, nor have any prior year financial statements been restated. Per Share Data Loss per common share was computed by dividing the net loss by the weighted average number of shares of common stock outstanding and common stock equivalents (unless antidilutive) during the periods (4,888,093 shares at June 30, 1998, 4,339,434 shares at June 30, 1997 and 3,588,093 shares at June 30, 1996). Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (CONTINUED) CDX CORPORATION NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 1998, 1997, and 1996 2. INVENTORY Inventory consisted of the following at June 30: 1998 1997 ____ ____ Finished goods $20,353 27,557 Raw materials 17,589 17,229 Work-in-progress 2,549 1,769 Total $40,491 $46,555 3. PROPERTY AND EQUIPMENT Property and equipment consists of the following at June 30: 1998 1997 ____ ____ Office equipment and furniture $67,720 $ 66,400 Production equipment 35,257 35,257 Computer equipment 70,209 70,084 Leasehold improvements 16,256 16,256 Total 189,442 189,997 Less: accumulated depreciation 170,577 167,769 Net property and equipment $18,865 $ 20,228 Depreciation expense for the years ended June 30, 1998 and 1997 was $2,808 and $3,821, respectively. CDX CORPORATION NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 1998, 1997, and 1996 4. INCOME TAXES (Continued) Due primarily to the utilization of net operating loss carryforwards, the Company has no provisions for income taxes for 1998, 1997, and 1996. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company's net deferred tax asset balances are primarily attributable net operating loss carryforwards and tax credits. At June 30, 1998, 1997, and 1996, the Company's deferred tax assets consisted of the following: 1998 1997 1996 ____ ____ ____ Deferred tax assets $ 680,712 $ 807,423 $1,157,131 Valuation allowance (680,712) (807,423) (1,157,131) Net deferred tax assets recognized on the ccompanying balance sheets $ 0 $ 0 $ 0 The components of the income tax (benefit) consisted of the following for the years ended June 30, 1998, 1997, and 1996: 1998 1997 1996 ____ ____ ____ Current 20,000 $(28,868) $(49,539) Deferred - using a blended federal and state rate of 24% 0 0 0 Tentative tax provision (benefit)(20,000) (28,868) (49,539) Less: valuation allowance 20,000 28,868 49,539 Net income tax provision (benefit) $ 0 $ 0 $ 0 At June 30, 1998, the Company had net operating and economic loss carryforwards of approximately $2,836,000 available to offset future federal and state taxable income through 2013. The Company has investment tax credit carryforwards of approximately $1,030 which will expire in years 1999 through 2002 and approximately $15,777 of research and development costs that will expire in years 1997 through 2002. If certain substantial changes in the Company's ownership should occur, there would be an annual limitation on the amount of net operating loss and investment tax credit carryforwards which could be utilized. 5. ACCRUED EXPENSES Accrued expenses are as follows for June 30: 1998 1997 _______ _______ Accrued vacation $ 5,394 Accrued taxes $ 509 1,814 Accrued professional and utilities 3,786 29,250 Total $ 4,295 $36,458 (CONTINUED) CDX CORPORATION NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 1998, 1997 AND 1996 6. NOTES PAYABLE - OFFICERS During 1993, an officer of the Company loaned the Company $80,100, with interest to be paid at 8%. During 1994, the same officer loaned the Company an additional $5,000 at 8% interest. No payments are expected during the next fiscal year per a forbearance agreement on December 2, 1996. During 1995, an officer of the Company loaned the Company $15,000, with interest to be paid at 8%. No payments are expected during the next fiscal year. During 1996, officers of the Company loaned the Company $22,500 with interest to be paid at 9%, monthly principal and interest payments will continue to be made during the next fiscal year. During 1997, an officer of the Company loaned the Company $75,000, with interest to be paid at 9%, monthly principal and interest payments will continue to be made during the next fiscal year. Another officer of the Company loaned the Company $15,000 with interest to be paid at 13.99%, monthly principal and interest payments will continue to be made during the next fiscal year. During 1998, an officer of the Company loaned the Company $20,000 with interest to be paid at 8%. No payments are expected during the next fiscal year. Future maturities of long-term debt are as follows: Year ended June 30 Amount 1999 $ 6,000 2000 4,000 2001 and thereafter 210,484 Total $ 220,484 7. NOTES PAYABLE At June 30, notes payable consisted of the following: 1998 1997 _______ _______ 6% interest bearing note payable to a related party $25,000 $25,000 10% interest bearing note payable to a related party. 25,000 25,000 Non-interest bearing payable to investor. Repayment is based on product sales 5,000 Total $50,000 $55,000 8. STOCKHOLDERS' EQUITY In November 1987, the Shareholders of the Company approved an incentive stock option plan which provides that options may be granted to officers and employees, with a maximum aggregate number of 150,000 shares issuable under the plan. Shares underlying granted options are exercisable 25% on the date of grant and 25% each year thereafter on a cumulative basis. Unexercisable options lapse ten years after the date of grant or expire within 90 days of termination of employment. Exercise price is fair market value of a share of common stock at date of grant. The plan has a term of ten years. (CONTINUED) CDX CORPORATION NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 1998, 1997, and 1996 8. STOCKHOLDERS' EQUITY (Continued) In November 1987, the Directors of the Company approved a Non-Qualified Stock Option Plan for employees, consultants and directors. The Company has reserved 60,000 unregistered shares of its common stock for use in this plan. During 1992, the Board of Directors reserved another 1,440,000 unregistered shares of its common stock for use in this plan. In addition, during 1993, the Company granted one of its directors options for 250,000 shares at $.10 per share. And in 1994, the Company granted to a related party options for 100,000 shares at $.25 per share. In 1995 the Company granted to an officer of the Company a five year option to purchase 15,000 shares at $.25 per share. In 1996, the Company granted to officers of the Company five year options to purchase 22,500 shares at $.25 a share. In addition, in 1992, the Company issued 600,000 warrants for its common stock with an exercise price of $.02 to certain of its officers and consultants in return for forbearance and modification of certain notes and accounts payable and services. The warrants expire December 31, 1998. Further, during 1995, the Company issued 75,000 warrants for its common stock to an unrelated party in connection with a loan. The warrants are divided equally into three classes of 25,000 each designated A, B, C with exercise prices of $.25, $.375 and $.50, respectively, all of which were to expire in February of 1998 and which have been extended and amended to expire in February of 2001. The Company has reserved 675,000 of its authorized common stock in connection with its warrants. In December 1996, the Directors of the Company issued 1,300,000 shares of authorized common stock at $.01 per share to officers of the Company and a related party for services. A summary of the plans at June 30, 1998 is as follows: Total Shares Share Options Option Reserved Outstanding Price ____________ _____________ ____ 1987 Incentive Stock Option Plan 150,000 0 n/a 1987 Non-Qualified Stock Option Plan 1,500,000 250,000 $.10 100,000 $.25 15,000 $.25 22,500 $.25 1992 Stock Warrants Plan 600,000 600,000 $.02 1995 Stock Warrants Plan 75,000 25,000 $.25 25,000 $.375 25,000 $.50 (CONTINUED) CDX CORPORATION NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 1998, 1997, and 1996 9. LEASE AGREEMENT - RELATED PARTY The Company entered into a lease agreement on March 26, 1990 with a related party to rent its facilities in Providence, Rhode Island. Original base monthly rental payments total $4,594 and the lease term is five years, expiring on February 28, 1995. On September 1, 1994, the related party agreed to reduce base monthly rental to $2,500 on June 1, 1996. The lease agreement was not renewed and currently the Company is renting facilities on a monthly basis. Minimum lease payments and rental expense charged to operations are as follows: Date Minimum lease payments Rental expense ____ ______________________ ______________ 1997 19,452 1996 29,632 10. SEGMENT INFORMATION Industry Segments Approximately 92% of the Company's business consists of sales of computerized pulmonary diagnostic equipment and supplies. The rest of the Company's business consists of sales of infection and bio-hazard control products. The Company does not operate in other industry segments. The Company has no foreign operations. 11. SUPPLEMENTARY INCOME STATEMENT INFORMATION For the years ended June 30, the following supplemental expense information is presented for analysis. 1998 1997 1996 ____ ____ ____ Repairs and maintenance $418 $988 $2,160 Advertising 3,154 8,053 67,633 Sales and property taxes 819 2,489 2,355 Provision for doubtful accounts 2,307 1,800 1,800 (CONTINUED) CDX CORPORATION NOTES TO FINANCIAL STATEMENTS YEARS ENDED JUNE 30, 1998, 1997, AND 1996 12. FINANCIAL INSTRUMENTS The Company is engaged primarily in the distribution of specialized medical equipment in North America. The Company performs ongoing credit evaluations of its customers' financial condition and, generally, requires no collateral from its customers. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivable. Concentrations of credit risk with respect to trade receivables are limited due to the number of customers comprising the customer base and their dispersion across geographic areas. The carrying amounts reflected in the balance sheets for cash and notes payable approximate the respective fair values due to the short maturities of those instruments. 13. FUTURE OPERATIONS The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company suffered losses of $122,372, and $206,413 during the years ended June 30, 1997 and 1996, respectively. In addition, the Company has a net stockholders' deficiency of $506,726 at June 30, 1998. The Company has been in the process of developing new and innovative products. The development of these products has taken longer than planned. The Company brought some of these products to market, which have been met with a demand for improvements and changes to the products. Management plans to develop upgrades and improvements to existing products utilizing state of the art technology and to re-market these products to a substantial existing client base. Management expects sales and profits to significantly increase when the improved products are re-marketed. While management is confident that the new products will increase cash flow and make the Company profitable, there can be no assurance that the expected magnitude of growth will be experienced. Should the Company's expectations materialize, however, additional capital will not be required in order for it to continue operations. (CONCLUDED) EX-23.1 2 CONSENT OF COUNSEL I hereby consent to the use of my name as legal counsel in the Annual Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended June 30, 1998 by CDX Corporation on Form 10-KSB. BRENDAN P. SMITH, P.C. /s/ Brendan P. Smith By:___________________ BRENDAN P. SMITH, Esq. Providence, RI EX-23.2 3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the use of our name as auditing firm in the Annual Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended June 30, 1998 by CDX Corporation on Form 10-KSB. CAYER, PRESCOTT, CLUNE & CHATELLIER, LLP /S/ Cayer, Prescott, Clune & Chatellier, LLP July 2, 1999 Providence, Rhode Island EX-27 4 ARTICLE 5 FIN. DATA SCHEDULE FOR FISCAL YEAR ENDING JUNE 30, 1998
5 0000351129 CDX Corporation 1 U.S. 12-MOS JUN-30-1998 JUL-01-1997 JUN-30-1998 1 13,516 0 28,708 0 40,491 83,955 18,865 0 179,688 421,930 264,484 0 0 48,881 0 179,688 264,175 264,175 91,855 254,158 (74,435) 84,452 (23,676) 84,452 0 0 0 0 0 84,452 .017 .017
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