<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2 TO
FORM 10-QSB
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1999
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___________ to ____________
Commission file number 000-25555
-----------------------------------------------
Veridien Corporation
- -------------------------------------------------------------------------------
(Name of Small Business Issuer in its charter)
Delaware 59-3020382
- -------------------------------------------------------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
11800 28th Street North,
St. Petersburg, Florida 33716
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(727) 572-5500
- -------------------------------------------------------------------------------
(Issuer's telephone number, including Area Code)
Indicate by check mark whether the issuer: (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 issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Pages
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements........................................... 3-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................ 7-11
PART II OTHER INFORMATION
Item 3. Defaults Upon Senior Securities................................ 11
Item 6. Exhibits and Report on Form 8-K
(a) 27.1 Financial Data Schedule............................. 11
</TABLE>
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERIDIEN CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
March 31, 1999 and December 31, 1998
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
Current assets:
Cash $ 55,961 $ 17,158
Accounts receivable - trade
Less allowance for doubtful accounts of
$6,096 and $6,096, respectively 354,847 203,148
Note receivable 22,500 22,500
Inventory 144,331 92,549
Prepaid expenses and other current assets 20,580 20,580
-------- --------
Total current assets 598,219 355,935
Property and equipment:
Leasehold Improvements 83,806 83,806
Furniture and fixtures 380,092 372,697
-------- --------
463,898 456,503
Less accumulated depreciation 417,372 414,333
-------- --------
46,526 42,170
Other Assets:
Patents, less accumulated amortization of
$483,165 and $482,378, respectively 31,217 32,004
Loan costs, less accumulated amortization of
$53,656 and $49,633, respectively 24,137 28,160
Security deposits and other assets 37,844 40,389
-------- --------
93,198 100,553
-------- --------
$737,943 $498,658
======== ========
</TABLE>
3
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VERIDIEN CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets - Continued
(Unaudited)
March 31, 1999 and December 31, 1998
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
Liabilities and Deficit in Stockholders' Equity
-----------------------------------------------
Current liabilities:
Notes payable $ 1,068,124 $ 1,066,273
Accounts payable 301,990 244,343
Accrued compensation 42,334 39,000
Other accrued liabilities 803,042 949,059
Due to stockholders 189,321 189,321
Deferred revenue - licensing agreement 87,418 87,418
------------ ------------
Total current liabilities 2,492,229 2,575,414
Convertible debentures 2,232,481 2,494,198
Deficit in Stockholders' Equity:
Undesignated preferred stock, $.001 par value,
25,000,000 shares authorized
Convertible redeemable preferred stock,
$10 par value, 100,000 authorized; 6,000 and 6,000
issued and outstanding at March 31, 1999 and
December 31, 1998 60,000 60,000
Series B Preferred Stock,
$.001 par value, 245,344 authorized, 154,163 and
154,163 issued and outstanding at March 31, 1999
and December 31, 1998 154 154
Common stock - $.001 par value; 200,000,000 shares
authorized, 89,283,464 and 78,152,833 shares issued
and outstanding at March 31, 1999 and December 31,
1998 89,283 78,154
Additional paid-in capital 23,781,711 22,858,790
Common stock warrants 26,399 26,399
Accumulated deficit (27,589,451) (25,705,897)
Current Period Profit/(Loss) (349,863) (1,883,554)
------------ ------------
(3,981,767) (4,565,954)
Stock subscriptions receivable (5,000) (5,000)
------------ ------------
Total Stockholders' Deficit (3,986,767) (4,570,954)
------------ ------------
$ 737,943 $ 498,658
============ ============
</TABLE>
4
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VERIDIEN CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
For the three months ended
March 31, 1999 and March 31, 1998
<TABLE>
<CAPTION>
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Sales $ 80,255 $ 349,243
Operating costs and expenses:
Cost of sales 76,940 177,934
General, selling, and administrative 459,494 379,084
Research and development 55,818 43,464
------------ ------------
592,252 600,482
------------ ------------
Loss from operations (511,997) (251,239)
Other income (expense):
Interest expense (62,518) (129,795)
Operations/Production Services 171,000 -0-
Rental income 26,250 3,750
Miscellaneous 26,032 (1,323)
Interest income 1,370 1,109
------------ ------------
162,134 (126,259)
------------ ------------
Net loss $ (349,863) $ (377,498)
============ ============
Net loss per common share $ (.004) $ (.01)
============ ============
Weighted average share outstanding 86,459,575 33,417,617
============ ============
</TABLE>
5
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VERIDIEN CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
For the three months ended
March 31, 1999 and March 31, 1998
<TABLE>
<CAPTION>
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) $(349,863) $(377,498)
Adjustments to reconcile net (loss) to net cash
(used) by operating activities:
Depreciation and amortization 7,849 4,152
(Increase) decrease in:
Accounts receivable (151,699) 2,587
Prepaid and other current assets -0- (7,662)
Inventories (51,782) 77,064
Increase (decrease) in:
Accounts payable and accrued expenses (85,036) 143,991
Due to Stockholders -0- -0-
Deferred revenue -0- -0-
--------- ---------
Net cash (used) by operating activities: (630,531) (157,366)
Cash flow from investing activities:
Purchases of property and equipment (7,395) (935)
Patent development -0- -0-
--------- ---------
Net cash (used) by investing activities (7,395) (935)
Cash flow from financing activities:
Proceeds from convertible debentures -0- 50,000
Net proceeds from borrowings 1,851 50,807
Proceeds from sale of preferred and common stock 674,878 -0-
--------- ---------
Net cash provided by financing activities 676,729 100,807
Net increase/(decrease) in cash 38,803 (57,494)
Cash at beginning of quarter 17,158 88,045
--------- ---------
Cash at end of quarter $ 55,961 $ 30,551
========= =========
</TABLE>
With regard to commitments and contingencies at March 31, 1999, there
are no material changes from the financial statement footnotes as
presented December 31, 1998.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER - MARCH 31, 1999 COMPARED WITH MARCH 31, 1998
The following discussion and analysis should be read in conjunction with the
financial statements in Part I, Item 1. contained elsewhere in this document.
OVERVIEW
We are organized as a Delaware corporation to engage in the development,
manufacture, distribution, and sale of disinfectants, antiseptics, and
sterilants which are inherently non-toxic, posing no hazard to people who use
them, and which are environmentally friendly, decomposing into harmless,
naturally occurring organic molecules. To this end, the Company has developed
and patented a hard surface disinfectant, VIRAHOL(R), which has been registered
with the Environmental Protection Agency (EPA), and an antiseptic hand gel
sanitizer, made in accordance with the applicable FDA Monograph. The
Corporation has incurred losses since its incorporation. At March 31, 1999, the
Corporation had an accumulated deficit of $27,939,314. The Corporation has
financed its ongoing research program and business activities through a
combination of sales, equity financing, and debt.
RESULT OF OPERATIONS
First Quarter - March 31, 1999 Compared with March 31, 1998
Consolidated gross revenues for first quarter 1999 decreased by $47,872 or
13.6% to $304,907 compared with $352,779 in first quarter 1998.
o Gross revenue from product sales decreased for first quarter 1999 by
$268,988 or 77% to $80,255 compared with $349,243 in first quarter 1998.
The decrease in sales revenue was primarily due to one major network
marketing customer, Nutrition For Life, Inc., refocusing their marketing
efforts to another type of product. A second factor contributing to the
sales decline was the startup time required for a new dental master
distributor to create marketing literature and orient their distribution
channel.
o Gross revenue from operations/production services (OPS) for first quarter
1999 was $171,000. OPS revenue is a new source of revenue for the Company
during first quarter 1999 and is expected to continue at various levels
throughout 1999. OPS revenue represents quality assurance, research and
development, purchasing fees and freight-handling fees provided to our
contract-fill company, which manufactures Veridien's products.
o Gross rental income for first quarter 1999 increased by 600% to $26,250
compared with $3,750 in first quarter 1998. A portion of the company's
leased 38,000 square foot manufacturing facility is subleased to a
contract filler that manufactures Veridien's products.
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o They relocated to our facility in August 1998. This space is leased for a
two-year period, which will generate approximately $100,000 per annum.
o Gross miscellaneous income for first quarter 1999 increased by $27,355 to
$26,032 compared to $(1,323) in first quarter 1998. Virtually all the
increase is due to a one-time recognition of gain on the finalization of
previous year accrued expenses.
o Interest income for first quarter 1999 increased by $261 or 23.5% to
$1,370 compared with $1,109 in first quarter 1998.
Consolidated gross expenses for first quarter 1999 decreased by $75,507 or
10.3% to $654,770 compared with $730,277 in first quarter 1998.
o The cost of goods sold for first quarter 1999 decreased by 56.7% to
$76,940 compared with $177,934 in first quarter 1998. The increase in the
cost of goods ratio as a percentage of sales was 96% in first quarter 1999
compared to 51% in first quarter 1998. The increase in the cost of sales
resulted primarily from the increased overhead to the contract fill
operator fulfilling production within the plant facility and the
continuing costs of fixed overhead applied to lower sales volume.
o General, selling, and administrative expenses for first quarter 1999
increased by 21.2% to $459,494 compared with $379,084 in first quarter
1998. The increases that affected general and administrative costs were
associated with professional consulting and accounting fees for first
quarter 1999 that increased by 343% to $195,742 compared with $44,163 in
first quarter 1998. The increase in professional fees during first quarter
1999 resulted from the early completion of the consolidated audited
financials for fiscal year ended 1998, and additional consulting services
for public relations and public reporting company expenses. During first
quarter 1999, sales expense decreased by 65% to $38,488 compared with
$110,881 in first quarter 1998. This decrease was due to the
discontinuance of a sales consulting contract with a promotional
organization.
o Research and development for first quarter 1999 increased $12,354 or 28.4%
to $55,818 compared with $43,464 in first quarter 1998. The increase can
be contributed primarily to increased activity associated with the
continuing development of Sterihol-Plus, a cold chemical sterilant.
Additionally, the cost of continuing patent applications has increased.
o Interest expense for first quarter 1999 decreased by 51.8% to $62,518
compared with $129,795 in first quarter 1998. The decrease in interest
expense was due primarily to the conversion of various debts and accrued
interest to equity.
o Operating losses decreased to $349,863 first quarter 1999 from $377,498 in
first quarter 1998. This represented a 7.3% decrease in operating losses.
8
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FIRST QUARTER ENDED MARCH 31, 1999 VS. FIRST QUARTER ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
First Quarter Percentage of
March 31 Net Revenue
-------------------- --------------------
1999 1998 1999 1998
---- ---- ---- ----
(In thousands)
<S> <C> <C> <C> <C>
Net Sales $ 80 $ 349 100% 100%
Cost of Goods Sold 77 178 96% 51%
Gross Profit 3 171 4% 49%
Operating Expenses:
General, Selling & Administrative 459 379 573% 109%
Research & Development 56 43 70% 12%
(Loss) from Operations (512) (251) (640)% (72)%
Other Income (Expense) Net 162 (126) 203% (36)%
Net (Loss) Before Taxes (350) (377) (438)% (108)%
Income Taxes 0 0 0% 0%
Net (Loss) $(350) $(377) (438)% (108)%
</TABLE>
Liquidity and Working Capital
Historically, our principal source of financing for our research and
development and business activities has been through sales, equity offerings,
and debt. As of March 31, 1999, and March 31, 1998, we had working capital
deficits of approximately $1,894,010 and $3,697,827, respectively. Our
independent certified public accountants stated in their report on the 1998
consolidated financial statements that due to losses from operations and a
working capital deficit, there is substantial doubt about the Company's ability
to continue as a going concern. We are addressing the going concern issue in
virtually every aspect of our operation. We have cut operating expenses and
have signed two major distribution agreements, which we expect will provide
improved profit margins beginning in third quarter of 1999. Because of our
significant losses incurred since inception, we have become substantially
dependent on loans from officers, directors, and third parties, and from
private placements of our securities to fund operations. These financings and
equity placements are included in the following descriptions.
o During first quarter 1999, we received proceeds from the sale of preferred
and common stock in the amount of $674,878.
o During first quarter 1999, $93,000 of debt was converted into 1,162,500
shares of common stock at the conversion rate of $.08 per share.
o During first quarter 1999, $261,717 of Principal Convertible Debentures
and $32,033 of accrued interest was converted into 1,958,334 shares of
common stock at the conversion rate of $.15. The convertible debentures
maturing on December 31, 1998, were extended to June 30, 2000, and in
consideration for the extension, the rate was reduced to the lower of the
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existing conversion rate or $.15 to August 31, 1999, thereafter reverting
to the original conversion price which ranges from $.1851 to $.3868 per
share.
o During the quarter ended March 31, 1999, accounts receivable increased
$151,699 primarily due to increased obligations of our contract fill
manufacturer for services provided by our company. Additionally,
approximately 25% of the increase is due to one customer's delinquent
account.
o During the first quarter 1999, inventory increased 55.9% to $144,331
compared with $92,549 at December 31, 1998. The increase resulted
primarily from stocking inventory in anticipation of increased sales in
1999.
o We plan to utilize our current debt financing arrangements and pursue
additional equity and debt financing while managing cash flow in an effort
to provide funds to increase revenues to support operation, research and
development activities. We believe that our long-term success depends on
revenues from operations from product sales and ongoing royalties from
technologies. If such sources of funds are not adequate, we may seek to
obtain financing to meet operating and research expenses from other
sources including, but not limited to, future equity or debt financings.
o As of April 1999, we have cash of approximately $129,000 and during May
and June we expect cash flow of $150,000 from operating activities and
private placements. This level of liquidity is sufficient to operate the
Company for 60 days. During the quarter we created new sales planning
methodology and increased our professional sales staff. The Company
anticipates increasing sales to begin in the third quarter of 1999,
reduced operating expenses, and additional private placement funding will
contribute to continuous operations of the Company.
Year 2000 Compliance
We have analyzed our internal requirements and methods of complying with the
Year 2000 issue concerning our IT systems and non-IT systems utilized in both
R&D functions and general operations. A competent computer company has
performed a systems and software analysis and has recommended a course of
action to meet Year 2000 compliance requirements. The analysis has indicated
certain IT-systems and our accounting software is not Year 2000 compliant.
We have defined and developed our reporting and operations criteria and have
selected and purchased the appropriate computer equipment and accounting
software that would provide for full Year 2000 compliance and the adequate
protection of company assets and information. We expect the cost of obtaining
and installing new computer equipment and accounting software to be less than
$50,000. We are currently installing the equipment and software and should be
completed by November 5, 1999. In the unlikely event that we are not successful
in implementing our plans for upgrading our accounting software, we have
identified an accounting firm that could produce computerized financial
statements for our Company. We have identified an additional contract fill
manufacturer capable of providing finished product ready for sale to our
distributors. We do not anticipate any material increase in cost of goods by
retaining such an additional manufacturer.
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We find that non-IT systems, such as scales and balances, utilized in R&D and
general operations of equipment are not date sensitive, therefore, the Year
2000 issue is not expected to require any changes to these existing systems.
We have material relationships with our two contract fill manufacturers who
produce all of our product for distribution. We have completed the process of
discussing their responses concerning their readiness with regards to Year 2000
issues. At this juncture, we have obtained information that leads us to believe
their production equipment is not time/date sensitive and they believe
production can continue as usual. They are continually confirming with all of
their raw material suppliers on the anticipated completion of their Year 2000
compliance. The availability of product for distribution is a material issue to
our Company. We expect to complete our discovery by November 5, 1999.
If disruptions occur in third party vendors that supply raw materials to our
contract fill manufacturers, we may experience the inability to have product
inventory for sale to our customers. Such events could have material adverse
effect on Veridien to compete effectively in the marketplace. While we believe
our existing contract fill manufacturers will be successful in locating
alternative sources of our commonly available raw materials and converting
these into finished products, we have begun a search for an additional contract
fill manufacturer who can assure us of the timely production of products. We
anticipate having selected such a manufacturer by November 5, 1999.
PART II
OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
On October 5, 1998, Dunvegan Mortgage Corporation sold its interest under the
Loan and Security Agreement. At that time, for the period from June 30, 1997 to
October 5, 1998 the Company owed Dunvegan $286,644 in interest, the payment of
which both parties agreed to defer. On January 28, 1999 the Company's Board of
Directors approved an agreed conversion of a majority of such interest into
Common Stock of the Company at a conversion price of $.14 per share, based on
the then current market price. Issuance of such shares is currently being made,
in the second quarter.
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(a) Exhibit 27.1 Financial Data Schedule
11
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SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Veridien Corporation
----------------------------------------
(Registrant)
Date: November 10, 1999 By /s/ Sheldon C. Fenton
--------------------------------------
Sheldon C. Fenton
Chief Executive Officer
Date: November 10, 1999 By /s/ Andrew T. Libby, Jr.
--------------------------------------
Andrew T. Libby, Jr.
Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF VERIDIEN CORPORATION FOR THE THREE MONTHS ENDED MARCH
31, 1999 UNAUDITED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 55,961
<SECURITIES> 0
<RECEIVABLES> 383,443
<ALLOWANCES> 6,096
<INVENTORY> 144,331
<CURRENT-ASSETS> 598,219
<PP&E> 463,898
<DEPRECIATION> 417,372
<TOTAL-ASSETS> 737,943
<CURRENT-LIABILITIES> 2,492,229
<BONDS> 2,232,481
0
60,154
<COMMON> 89,283
<OTHER-SE> (4,136,204)
<TOTAL-LIABILITY-AND-EQUITY> 737,943
<SALES> 80,255
<TOTAL-REVENUES> 304,907
<CGS> 76,940
<TOTAL-COSTS> 592,252
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 62,518
<INCOME-PRETAX> (349,863)
<INCOME-TAX> 0
<INCOME-CONTINUING> (349,863)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (349,863)
<EPS-BASIC> (.004)
<EPS-DILUTED> (.002)
<FN>
With regard to commitments and contingencies at March 31, 1999, there are no
material changes from the financial statement footnotes as presented
December 31, 1998.
</FN>
</TABLE>
