-----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, K28wHE5A4zp1R54vTLe/EHBe+TZ6nEI5X9+SKrJEhV3SOixNEvKRi1KFEwVJ4YDj Ze1Eykv44rw5itsBW++ChQ== 0001015324-01-000005.txt : 20010410 0001015324-01-000005.hdr.sgml : 20010410 ACCESSION NUMBER: 0001015324-01-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20010404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VEREX LABORATORIES INC/CO CENTRAL INDEX KEY: 0000716861 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 840850695 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11232 FILM NUMBER: 1595312 BUSINESS ADDRESS: STREET 1: 14 INVERNESS DR EAST STREET 2: BLDG D - STE 100 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 3037994499 MAIL ADDRESS: STREET 1: 14 INVERNESS DR. EAST STREET 2: BLDG. D, SUITE 100 CITY: ENGLEWOOD STATE: CO ZIP: 80112 10-Q 1 0001.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 1999 -------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-11232 ------------------ VEREX LABORATORIES, INC. ---------------------------------------------------- (Exact name of Registrant as specified in its charter) Colorado 84-0850695 ------------------------------ ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 14 Inverness Drive East, D-100 Englewood, Colorado 80112 - --------------------------------------------------------------------------- (Address of principal executive offices) (303) 799-4499 -------------------------------------------------- (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report.) 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 requirements for the past 90 days. Yes No X ------ ------- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. The registrant had 2,327,359 shares of its no par value common stock outstanding as of December 31, 1999. 1 VEREX LABORATORIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
Assets December 31, 1999 June 30, 1999 (Unaudited) (Audited) ----------------- ------------- Current assets Cash and cash equivalents $ 13,332 $ 31,371 Accounts receivable 22,300 Prepaid expenses 7,367 7,659 ------------- ------------ 42,999 39,030 Property and Equipment, at cost Furniture and equipment 496,874 494,548 Leasehold improvements 1,317 1,317 ------------- ------------ 498,191 495,865 Less accumulated depreciation and amortization (491,146) (488,730) -------------- ------------- Property and equipment - net 7,045 7,135 Other Assets Patents and trademarks, net of accumulated amortization of $269,435 and $259,163 138,734 134,307 ------------- ------------ Total $188,778 $180,472 ------------- ------------ Liabilities and Stockholders' Equity Current liabilities Accounts payable and other accruals 312,083 269,777 Royalties due related parties 32,500 32,500 Notes payable - related parties 24,938 24,938 Accrued salaries current 773,434 493,200 Revolving credit line, shareholder 30,000 - ------------ ------------ Total current liabilities 1,172,954 820,415 Long-term liabilities Accrued salary and benefits payable, net of current portion 1,273,822 1,238,153 ------------ ------------ Total Liabilities 2,446,776 2,058,568 Commitments and contingencies (Note 2) Stockholders' Equity Common Stock, no par value, 100,000,000 shares authorized 2,327,359 and 2,301,359 shares issued and outstanding 2,304,422 2,304,422 Additional paid in capital 10,391,364 10,391,364 Accumulated deficit (14,953,784) (14,573,882) ------------ ------------ (2,257,998) (1,878,096) ------------ ------------ Total $ 188,778 $ 180,472 ------------ ------------
See notes to consolidated financial statement 2 VEREX LABORATORIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Three Months Ended Six Months Ended --------------------------- ----------------------- December 31, December 31, ------------------- ------------------- 1999 1998 1999 1998 ------ ------ ------ ------ Revenues: Contract income 14,565 8,100 16,898 17,300 Miscellaneous 71 2 72 3 ------------ ---------- ---------- --------- Total revenues 14,636 8,102 16,970 17,303 ------------ ---------- ---------- --------- Cost and expenses: General and administrative 224,879 223,173 396,585 433,875 Research and development 0 1,221 2,157 Marketing 0 628 3,111 Interest expense 287 287 ------------ ---------- ---------- --------- Total costs and expenses 225,166 225,022 396,872 439,143 ------------- ----------- ----------- ---------- Net income (loss) (210,530) (216,920) (379,902) (421,840) ============= =========== =========== ========== Net income (loss) per common share (0.09) (0.09) (0.16) (0.18) ============= =========== =========== ========== Weighted average shares outstanding 2,327,359 2,327,359 2,327,359 2,327,359
See notes to consolidated financial statement 3 VEREX LABORATORIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended December 31, ------------------- 1999 1998 ------ ------ Cash flows from operating activities: Net loss (379,902) (421,840) Adjustments to reconcile net loss to net cash used by operating activities Depreciation and amortization 12,688 16,416 Changes in assets and liabilities Receivables (1,100) Other assets 292 Prepaid expenses 292 Accounts payable and other accruals 56,966 (8,424) Accrued expenses (14,660) Accrued salary and benefits payable 296,603 356,672 Accrued royalties 0 0 ------------ ------------ Net cash used by operating activities (28,013) (57,984) Cash flows from investing activities: Additions to property and equipment (2,325) (520) Additions to patents and trademarks (14,699) (1,950) ------------ ------------ Net cash used in investing activities (17,024) (2,470) Cash flows from financing activities: Proceeds from paid-in capital 0 Deposit on sale of common stock 0 51,750 Payment received on notes receivable 0 Issuance of notes receivable (3,000) Proceeds from notes payable 30,000 6,500 Payments on notes payable 0 ------------ ------------ Net cash provided by financing activities 27,000 58,250 Net increase in cash (18,037) (2,204) Cash at beginning of period 31,371 4,428 Cash at end of period 13,334 2,224 ============ ============ Supplemental disclosure of cash flow information: Interest paid 287 0 Deferred compensation converted to paid in capital 0 0
See notes to consolidated financial statement 4 VEREX LABORATORIES, INC. and SUBSIDIARIES Consolidated Notes to Financial Statements (Unaudited) 1. Financial Statements - ------------------------- These unaudited financial statements should be read in conjunction with the Company's financial statements as of June 30, 1999, included in the Annual Report on Form 10-K. In the opinion of the Company, the accompanying consolidated financial statements contain all adjustments (consisting of normal recurring items) necessary to present fairly the consolidated financial position and results of operations for the periods presented. The results of operations for the six-month period ended December 31, 1999, are not necessarily indicative of the results to be expected for the full year. The Company's consolidated financial statements include the accounts of its wholly-owned subsidiary Bear Laboratories, Inc. 2. Commitments - ---------------- Office Lease: - ------------- The Company is obligated under an office lease commencing April 1, 1997 and ending on March 31, 2000, to pay $6,826.54 in monthly installments for its general office and research facility, which contains 8,623 sq. ft. of space. A portion of this space is subleased to others. 3. Net Income Per Common Share - -------------------------------- Income (loss) per common share for the six-month periods ended December 31, 1999 and December 31, 1998 has been computed on the basis of the weighted number of common shares outstanding of 2,327,359. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - ---------------------------------------------------------- Operations ---------- The first six months of fiscal year 2000 ending December 31, 1999 resulted in revenue of $16,970 from operations as compared to $17,303 for the corresponding fiscal 1999 period. The revenues are primarily from contract research projects. General and administrative expense and research and development expense are less than in 1998 due to general belt tightening. Financial Position ------------------ The Company went from a deficit shareholders' equity of $1,878,096 to a negative shareholders' equity of $2,257,998 as a result of losses for the six months of $379,902. Liquidity and Capital Resources ------------------------------- Other than facilities rent and salaries, there are no other commitments. The Company is currently pursuing additional licensing and contract formulation 5 arrangements, however there is no assurance such will be obtained. Except as indicated above, there are no planned expenditures outside the normal operating costs of the Company which will cause the Company to make any extraordinary plans for handling any cash requirements within the foreseeable future. The Company currently has very limited cash resources and is not now seeking funding through securities sales. It is seeking a licensing agreement for Aztecr, as well as license and supply agreements which are pending regulatory approval in three countries. The Company is also trying to obtain funding through a variety of other sources, including industry partners and possibly other means. The Company is currently deferring salaries of some of its employees. PART II - OTHER INFORMATION - --------------------------- Item 6. Exhibits and Reports on Form 8-K (a) Exhibit 3.1 Restated Articles of Incorporation* Exhibit 3.2 Restated By-Laws* * Incorporated by reference to SEC File No. 2-82403-D filed September 30, 1983 (b) No reports on Form 8-K were filed during the quarter ended December 31, 1999. 6 SIGNATURE PAGE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) VEREX LABORATORIES, INC. BY(Signature) /s/James M. Dunn M.D. Date) February 23, 2001 (Name and Title) James M. Dunn, M.D. President, Chief Executive Officer and Chief Financial Officer 7 -----END PRIVACY-ENHANCED MESSAGE-----