<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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 September 30, 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
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(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................................................7-13
PART II OTHER INFORMATION
Item 1. Legal Proceedings..........................................................13
Item 3. Defaults Upon Senior Securities............................................14
Item 5. Other Information..........................................................14
Item 6. Exhibits and Report on Form 8-K
(a) Exhibit
27.1 Financial Data Schedule...........................................15
</TABLE>
2
<PAGE> 3
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERIDIEN CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
September 30, 1999 and December 31, 1998
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
<S> <C> <C>
Current Assets:
Cash $ 31,993 $ 17,158
Accounts receivable - trade
Less allowance for doubtful account of
$6,096 and $6,096, respectively 454,291 203,148
Note receivable 22,500 22,500
Inventory 128,497 92,549
Prepaid expenses and other current assets 51,766 20,580
--------- ---------
Total current assets $ 689,047 $ 355,935
Property and equipment:
Leasehold improvements $ 83,806 $ 83,806
Furniture and fixtures 390,133 372,697
--------- ---------
$ 473,939 $ 456,503
Less accumulated depreciation $(423,974) $(414,333)
--------- ---------
$ 49,965 $ 42,170
Other Assets:
Patents, less accumulated amortization of
$484,739 and $482,378, respectively $ 29,643 $ 32,004
Loan costs, less accumulated amortization of
$61,702 and $49,633, respectively 16,092 28,160
Security deposits and other assets 38,071 40,389
--------- ---------
$ 83,806 $ 100,553
--------- ---------
$ 822,818 $ 498,658
========= =========
</TABLE>
3
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERIDIEN CORPORATION
AND SUBSIDIARIES
Consolidated Balance Sheets - Continued
(Unaudited)
September 30, 1999 and December 31, 1998
<TABLE>
<CAPTION>
September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
Liabilities and Deficit in
Stockholders' Equity
Current liabilities:
Notes payable $ 1,281,798 $ 1,066,273
Accounts payable 360,777 244,343
Accrued compensation 70,446 39,000
Other accrued liabilities 559,463 949,059
Due to stockholders 189,321 189,321
Deferred revenue - licensing agreement 87,418 87,418
------------ ------------
Total current liabilities $ 2,549,223 $ 2,575,414
Long-term liabilities:
Obligation under capital lease $ 4,876 $ --
------------ ------------
Total long-term liabilities $ 4,876 $ --
Convertible debentures $ 858,215 $ 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 September 30, 1999 and
December 31, 1998 $ 60,000 $ 60,000
Series B Preferred Stock, $.001 par value,
245,344 Authorized, 169,163 and 154,163
issued and outstanding at September 30,
1999 and December 31, 1998 $ 169 $ 154
Common Stock - $.001 par value; 200,000,000
shares authorized, 109,584,990 and
78,152,833 shares issued and outstanding
at September 30, 1999 and December 31, 1998 $ 109,585 $ 78,154
Additional paid-in capital 26,144,561 22,858,790
Common stock warrants 26,399 26,399
Accumulated deficit (27,589,451) (25,705,897)
Current period profit/(loss) (1,335,759) (1,883,554)
------------ ------------
$ (2,584,496) $ (4,565,954)
Stock subscriptions receivable $ (5,000) $ (5,000)
------------ ------------
Total stockholders' deficit $ (2,589,496) $ (4,570,954)
------------ ------------
$ 822,818 $ 498,658
============ ============
</TABLE>
4
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERIDIEN CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Sales $ 116,789 $ 206,940 $ 292,826 $ 695,387
Operating costs and expenses:
Cost of sales $ 57,227 $ 104,979 $ 175,456 $ 350,730
General, selling, and
Administrative 480,110 375,948 1,328,220 1,174,066
Research and Development 72,013 59,267 220,932 290,770
------------- ------------- ------------- -------------
$ 609,350 $ 540,194 $ 1,724,608 $ 1,815,566
------------- ------------- ------------- -------------
Loss from Operations $ (492,561) $ (333,254) $ (1,431,782) $ (1,120,179)
Other income (expense):
Interest expense $ (65,638) $ (63,970) $ (215,803) $ (271,932)
Operations/production
services -- -- 171,000 --
Rental income 26,005 17,540 78,014 25,040
Licensing fee -- -- -- --
Miscellaneous 13,482 1,573 60,693 --
Interest income 220 799 2,119 2,515
------------- ------------- ------------- -------------
Net loss $ (518,492) $ (377,312) $ (1,335,759) $ (1,364,556)
============= ============= ============= =============
Net loss per common share $ (.0049) $ (.0078) $ (.0139) $ (.0350)
Weight average share
outstanding 105,377,222 48,199,958 95,892,546 38,769,693
</TABLE>
5
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
VERIDIEN CORPORATION
AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net gain/(loss) $(1,335,759) $(1,364,557)
Adjustments to reconcile net gain/(loss) to net cash:
Depreciation and Amortization $ 24,070 $ 12,453
(Increase)/Decrease in accounts
receivable (251,143) 8,706
Prepaid and other current assets (31,413) (42,907)
Inventory (35,948) 123,816
Increase/(decrease) in accounts
payable and accrued expenses (236,840) 77,568
Due to Stockholders -- 141,000
Deferred revenue -- 145,696
----------- -----------
Net cash (used) by operating
activities $(1,867,033) $ (898,225)
Cash flow from investing activities:
Purchase of property and equipment $ (17,436) $ (7,994)
Patent development -- --
----------- -----------
Net cash (used) by investing
activities $ (17,436) $ (7,994)
Cash flow from financing activities:
Proceeds from convertible debentures $(1,374,266) $ 585,333
Net proceeds from borrowings 215,525 (1,713,186)
Proceeds from sale of preferred and
Common stock 3,058,045 2,041,422
Net cash provided by financing activities $ 1,899,304 $ 913,569
Net increase/(decrease) in cash $ 14,835 $ 7,350
Cash at beginning of year $ 17,158 $ 88,045
Cash at end of quarter $ 31,993 $ 95,395
</TABLE>
With regard to commitments and contingencies referred to in our
footnotes at December 31, 1998, as of June 30, 1999, settlements were
completed at nominal cost involving litigation of potential rescission
of common stock and the assertion by the Federal Aviation Authority
(FAA) concerning an alleged violation of labeling of one shipment of
product considered to be hazardous material.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIRD QUARTER - SEPTEMBER 30, 1999 COMPARED WITH SEPTEMBER 30, 1998, AND
NINE-MONTHS ENDED SEPTEMBER 30, 1999 COMPARED WITH SEPTEMBER 30, 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 September 30, 1999,
the Corporation had an accumulated deficit of $28,925,210. The Corporation has
financed its ongoing research program and business activities through a
combination of sales, equity financing, and debt.
RESULTS OF OPERATIONS
Third Quarter - September 30, 1999 Compared with September 30, 1998
Consolidated gross revenues for third quarter 1999 decreased by $70,356 or to
$156,496 compared with $226,852 in third quarter 1998.
o Gross revenue from product sales decreased for third quarter 1999 by
$90,151, or 44%, to $116,789 compared with $206,940 in third quarter 1998.
During this time, we devoted a substantial amount of effort toward
planning our marketing strategy and adding new products for distribution.
Utilizing our in-house research department, we have devoted substantial
time to testing new products and regulatory compliance. Our sales
decreased during the quarter as a result of our terminating an exclusive
master dental distribution network. We have actively promoted our product
line through trade-show presentations and direct sales calls on both
existing and potential customers which management believes will
significantly increase sales over the next six months.
o Gross rental income for third quarter 1999 increased by 48% to $26,005
compared with $17,540 in third quarter 1998. A portion of the Company's
leased 38,000 square foot manufacturing facility is subleased to a
contract fill manufacturer that also manufactures Veridien's products.
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.
7
<PAGE> 8
o Gross miscellaneous income for third quarter 1999 increased by $11,909 to
$13,482 compared to $1,573 in third quarter 1998. Virtually all the
increase is due to reimbursement of certain facility costs associated with
the contract fill manufacturer.
o Interest income for third quarter 1999 decreased by $579 or 72.5% to $220
compared with $799 in third quarter 1998.
Consolidated gross expenses for third quarter 1999 increased by $70,824 or
11.7% to $674,988 compared with $604,164 in third quarter 1998.
o The cost of goods sold for third quarter 1999 decreased by 45.5% to
$57,227 compared with $104,979 in third quarter 1998. There was a decrease
in the cost of goods ratio as a percentage of sales to 49.0% in third
quarter 1999 compared to 50.7% in third quarter 1998. We anticipate
maintaining a 50% cost of goods ratio as our contract fill manufacturer
fulfilling production within the plant facility has stabilized raw
material costs.
o General, selling, and administrative expenses for third quarter 1999
increased 27.7% to $480,110 compared with $ 375,948 in third quarter 1998.
Events affecting general and administrative costs included a decrease of
operating wages to $77,548 from $127,990 in 1998 due to the introduction
of a contract fill manufacturer which reduced plant labor costs. At this
same time, there was an increase in sales and marketing personnel and
expenses from ($2,863) in third quarter of 1998 to $134,812 in third
quarter 1999. Consultant expense for marketing and distribution planning
increased during the quarter from $7,564 in 1998 to $57,127 in 1999.
o Research and development for third quarter 1999 increased $12,746 or 21.5%
to $72,013 compared with $59,267 in third quarter 1998. The increase can
be attributed to the addition of an assistant microbiologist needed to
assist with testing and the continual cost of patent applications and
renewals.
o Interest expense for third quarter 1999 increased by 2.6% to $65,638
compared with $63,970 in third quarter 1998. The increase in interest
expense was due primarily to an increase in short term borrowing.
o Operating losses increased to $492,561 for third quarter 1999 from
$333,254 in third quarter 1998. This represented a 47.8% increase in
operating losses and was due to the combination of lower product sales and
enhanced focus on marketing and planning activities for a re-launch of our
products with enhanced label claims.
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THIRD QUARTER ENDED SEPTEMBER 30, 1999 VS. THIRD QUARTER
ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
Third Quarter Percentage of
September 30, Net Revenue
----------------------- --------------
1999 1998 1999 1998
--------- --------- ---- ----
<S> <C> <C> <C> <C>
Net Sales ....................... $ 116,789 $ 206,940 100% 100%
Cost of Goods Sold .............. $ 57,227 $ 104,979 49% 51%
Gross Profit .................... $ 59,562 $ 101,961 51% 49%
Operating Expenses:
General, Selling & Administrative $ 480,110 $ 375,948 411% 182%
Research & Development .......... $ 72,013 $ 59,267 62% 29%
(Loss) from Operations .......... $(492,561) $(333,254) (422)% (161)%
Other Income (Expense) Net ...... $ (25,931) $ (44,058) (22)% (21)%
Net (Loss) Before Taxes ......... $(518,492) $(377,312) (444)% (182)%
Income Taxes .................... $ 0 $ 0 0% 0%
Net (Loss) ...................... $(518,492) $(377,312) (444)% (182)%
</TABLE>
Nine-months ended September 30, 1999 Compared with Nine Months Prior Year ended
September 30, 1998
Consolidated gross revenues for the nine months ended September 30,1999
decreased by $118,290, or 16.3%, to $604,652 compared with $722,942 during the
same period of 1998.
o Gross revenue from product sales decreased for the nine months ended
September 30, 1999 by $402,561 or 57.9%, to $292,826 compared with
$695,387 in 1998. During this time, we devoted a substantial amount of
effort toward planning our marketing strategy and adding new products for
distribution. Utilizing our in-house research department, we have devoted
substantial time to testing new products and regulatory compliance. Our
sales decreased during this period as a result of our terminating an
exclusive master dental distribution agreement and company employees will
directly oversee the expansion of our distribution network. Sales also
declined during this period due to the major network marketing customer
refocusing their marketing efforts to another type of product. We have
actively promoted our product line through trade-show presentations and
direct sales calls on both existing and potential customers. We were
granted the U.S. certain marketing rights for products of a Canadian
medical products manufacturer and have begun sales support activities
in pursuit of increasing sales.
o Gross revenue from operations/production services (OPS) for the nine
months ended September 30, 1999 was $171,000. OPS revenue is a new source
of revenue for the Company. We provide services on an as-needed basis and
cannot anticipate or measure future demand, if any, for these services.
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.
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<PAGE> 10
o Gross rental income for the nine months ended September 30, 1999 increased
by 212% to $78,014 compared with $25,040 in the same period of 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.
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 the first nine months of 1999 increased by
$60,693 to $60,693 compared to $0 during the same period in 1998.
Virtually all the increase is due to reimbursement of certain facility
costs associated with contract fill manufacturer which has subleased a
portion of the facility.
o Interest income for the first nine months of 1999 decreased by $396 or
15.7% to $2,119 compared with $2,515 during the same period of 1998.
Consolidated gross expenses for the first nine months of 1999 decreased by
$147,087 or 7% to $1,940,411 compared with $2,087,498 during the same period of
1998.
o The cost of goods sold for the nine months ended September 30, 1999
decreased by 50% to $175,456 compared with $350,730 during the same period
of 1998. There was an increase in the cost of goods ratio as a percentage
of sales to 59.9% during the current year 1999 compared to 50.4% in the
same period of 1998. The increase in the cost of sales resulted primarily
from the increased overhead to the contract fill manufacturer fulfilling
production within the plant facility and the continuing of fixed overhead
applied to lower sales volume.
o General, selling, and administrative expenses for nine months ended
September 30,1999 increased by 13.1% to $1,328,220 compared with
$1,174,066 during the same period of 1998. During the nine months ended
September 30, 1999, sales expense increased by 58.1% to $230,756 compared
with $148,785 during the same period of 1998. The increase was due to the
addition of sales personnel and related marketing costs in the second and
third quarters. Consultant expense for marketing and distribution planning
increased during the quarter from $7,564 in 1998 to $57,127 in 1999.
o Research and development for the first nine months of 1999 decreased by
$69,838 or 24% to $220,932 compared with $290,770 during the same period
of 1998. The decrease can be contributed primarily to the completion of a
substantial portion of activity associated with the development of
Sterihol-Plus, a cold chemical sterilant. However, the cost of continuing
patent applications and renewals has increased. During the third quarter
of 1999 we increased our staff by adding a senior microbiologist to
enhance our product development.
o Interest expense for the first nine months of 1999 decreased by 20.6% to
$215,803 compared with $290,770 during the same period of 1998. The
decrease in interest expense was due primarily to the conversion of
various debts and accrued interest to equity.
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o Operating losses increased to $1,431,782 during the first nine months of
1999 from $1,120,179 during the same period of 1998. This represented a
27.8% increase in operating losses.
NINE MONTHS ENDED SEPTEMBER 30, 1999 VS. NINE MONTHS ENDED SEPTEMBER 30, 1998
<TABLE>
<CAPTION>
Nine Months ended Percentage of
September 30, Net Revenue
--------------------------- -------------
1999 1998 1999 1998
----------- ----------- --- ---
<S> <C> <C> <C> <C>
Net Sales ....................... $ 292,826 $ 695,387 100% 100%
Cost of Goods Sold .............. $ 175,456 $ 350,730 60% 50%
Gross Profit .................... $ 117,370 $ 344,657 40% 50%
Operating Expenses:
General, Selling & Administrative $ 1,328,220 $ 1,174,066 454% 169%
Research & Development .......... $ 220,932 $ 290,770 75% 47%
(Loss) from Operations .......... $(1,431,782) $(1,120,179) (489)% (161)%
Other Income (Expense) Net ...... $ 96,023 $ (244,377) 33% (41)%
Net (Loss) Before Taxes ......... $(1,335,759) $(1,364,556) (456)% (202)%
Income Taxes .................... $ 0 $ 0 0% 0%
Net (Loss) ...................... $(1,335,759) $(1,364,556) (456)% (202)%
</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 September 30,1999, and September 30, 1998, we had working
capital deficits of approximately $1,860,176 and $2,065,891 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 increased our marketing
efforts to major distributor accounts, which we expect will provide improved
profit margins beginning in fourth 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.
Nine Months Ended September 30, 1999
o During the nine months ended September 30, 1999, we received proceeds from
the sale of preferred and common stock in the amount of $1,898,464. In
addition, the following activities were also related to financing issues:
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- During the nine months ended September 30 1999, $255,383 of payables
were converted into 2,737,982 shares of common stock; at an average
price of $.109 for the third quarter 99 conversions and an average
price of $.084 for conversions prior to June 30, 1999.
- During the nine months ended September 30, 1999, $1,675,981 of
Convertible Debenture Principal and $415,301 of accrued interest was
converted into 13,941,901 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 existing
conversion rate or $.15 to August 31, 1999, thereafter reverting to
the original conversion price which ranges from $.1851 to $.3868 per
share.
- During the nine months ended September 30, 1999, $154,325 of Loan and
Security Agreement Principal was converted by the holders to 15,000
shares of Series B Preferred Stock and 4,325,810 shares of Common
Stock.
- During the nine months ended September 30, 1999 $40,000 in
convertible debentures were issued to three individuals. All three
debentures are convertible to common stock at the rate of $.10 and
carry an interest rate of 10% per annum. The terms range from six
months to three years.
o During the nine months ended September 30, 1999, $138,000 of short-term
loans were obtained from a company controlled by the President/CEO of
Veridien and $230,000 of short-term loans were obtained from a
non-affiliate.
o During the nine months ended September 30, 1999, accounts receivable
increased $251,143 primarily due to increased obligations of our contract
fill manufacturer for services provided by our Company.
o During the nine months ended September 30, 1999, inventory increased 38.8%
to $128,497. We plan to maintain this level of inventory in anticipation
of providing quick delivery.
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 November 1999, we have cash of approximately $24,000 and during
December we expect cash flow of $160,000 from operating activities and
private placements. This level of liquidity is sufficient to operate the
Company for 60 days. During the third quarter we created new sales
planning methodology and increased our professional sales staff. The
Company is generating the interest of several major distributors and is
beginning to see increased sales to existing customers. Additional private
placements and short term funding are expected to support continuous
operations of the Company.
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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 had indicated
that certain IT-systems and our accounting software was 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 have completed installation of
the equipment and software and are currently testing all facets for any
irregularities. This testing should be completed by November 19, 1999. In the
unlikely event that we are not successful in testing the equipment and
software, we have identified an accounting firm that could produce computerized
financial statements for our Company. We have also 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.
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 19, 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
affect 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 19, 1999.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
During June 1999, Veridien Corporation entered a settlement agreement in a
lawsuit filed by Michael L. Childers as Trustee of the Money Purchase Plan, and
Michael L. Childers and Deana F. Childers as Joint tenants, in the Circuit
Court of the Sixth Judicial Circuit in and for Pinellas
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County, Florida. The suit alleged that Veridien made misleading statements
(which Veridien denied) including that the Food and Drug Administration (FDA)
had approved a new product developed by Veridien. The Company settled this
issue for an amount approximating legal costs with no liability acknowledged by
either party.
During June 1999, Veridien Corporation entered a settlement agreement under
Case No. 97-GL-76-0135 whereby the Federal Aviation Administration proposed to
assess a civil penalty against the Company in the amount of $60,000 for one
incident which lead to alleged violations of various Hazardous Material
Regulations. This proposed civil penalty was based upon a shipment made by a
Company employee of product samples intended for use at a trade show. While the
Company did not agree with the facts averred by the FAA, or imply admissions by
it, the Company's payment of $500 resolved the issue.
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.
ITEM 5. OTHER INFORMATION
During the second quarter, our Board of Directors approved entering into
discussions to pursue the acquisition of a manufacturing and packaging company
or the creation of certain joint ventures with said company which services
various product lines for the North American and Internationalmedical and
consumer market places. We believe the proposed acquisition will enhance our
ability to produce our products in a wide variety of packaging. Additionally,
we anticipate utilizing the manufacturing company's existing distribution
channels to market our products. At this time, we are engaged in discussions
for this acquisition and are researching funding alternatives.
During the second quarter, our company announced a strategic alliance agreement
with a medical manufacturer and marketing firm in Canada. Our company was
granted the rights to Sales, Marketing, and Distribution of this manufacturing
company's products to be sold internationally and domestically. We are focusing
a substantial portion of our sales team efforts toward fulfilling this
agreement and the broadening of our infection control and healthcare product
lines.
During the second quarter, our company announced that we are pursuing
acquisition candidates to broaden our distribution and manufacturing of health
care and infection control products. We have subsequently identified a
candidate and are pursuing discussions at this time.
During the second quarter, we were granted U.S. Patent No: 5,925,052 for having
developed the UMBILICAL SURGICAL SCISSORS which prevent the spillage of blood
during infant delivery. This product can reduce the risk associated with
disease transmission through blood spillage.
14
<PAGE> 15
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
(a) EXHIBIT INDEX:
27.1 Financial Data Schedule
15
<PAGE> 16
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 15, 1999 By /s/ Sheldon C. Fenton
--------------------------------------
Sheldon C. Fenton
Chief Executive Officer
Date: November 15, 1999 By /s/ Andrew T. Libby, Jr.
--------------------------------------
Andrew T. Libby, Jr.
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF VERIDIEN CORPORATION FOR THE NINE MONTHS ENDED SEPTEMBER
30, 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 31,993
<SECURITIES> 0
<RECEIVABLES> 454,251
<ALLOWANCES> 6,096
<INVENTORY> 128,497
<CURRENT-ASSETS> 689,047
<PP&E> 473,939
<DEPRECIATION> 423,974
<TOTAL-ASSETS> 822,818
<CURRENT-LIABILITIES> 2,549,223
<BONDS> 1,853,629
858,215
60,169
<COMMON> 109,585
<OTHER-SE> (2,759,250)
<TOTAL-LIABILITY-AND-EQUITY> 822,818
<SALES> 292,826
<TOTAL-REVENUES> 604,652
<CGS> 175,456
<TOTAL-COSTS> 1,724,608
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 215,803
<INCOME-PRETAX> (1,335,759)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,335,759)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,335,759)
<EPS-BASIC> (.139)
<EPS-DILUTED> (.077)
<FN>
With regard to commitments and contingencies referred to in our footnotes at
December 31, 1998, as of June 30, 1999, settlements were completed at nominal
cost involving litigation of potential rescission of common stock and the
assertion by the Federal Aviation Authority (FAA) concerning an alleged
violation of labeling of one shipment of product considered to be hazardous
material.
</FN>
</TABLE>
