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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
ZAXIS INTERNATIONAL INC.
(Name of Issuer as specified in its charter)
Delaware 0-15476 68-0080601
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1890 Georgetown Road, Hudson Ohio 44236
(Address of principal executive office)
(330) 650-0444
(Registrant's telephone number)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has
been subject to such filings for the past 90 days. Yes[X] No [ ]
As of September 30, 2000, there were 9,863,867 shares of Common Stock
outstanding.
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ZAXIS INTERNATIONAL INC.
FORM 10-QSB
<TABLE>
INDEX
<CAPTION>
Page No.
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<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 2000 and December 31, 1999 3
Consolidated Statements of Operations:
Quarters ended September 30, 2000 and 1999 4
Nine Months ended September 30, 2000 and 1999 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations for the Three and Nine Months Ended September 30, 2000 9
PART II. OTHER INFORMATION
Item 2. (c) Changes in Securities--Issuances of Unregistered Securities 10
Item 3. Defaults upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
EXHIBIT 14
</TABLE>
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<TABLE>
ZAXIS INTERNATIONAL INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 42,428 $ 139,151
Accounts receivable, net 97,507 45,286
Inventory 64,665 64,036
Prepaid expenses and other 53,442 11,188
------------ -----------
Total current assets 258,042 259,661
PROPERTY AND EQUIPMENT:
Machinery and equipment 307,421 361,582
Office equipment 147,890 190,064
Leasehold improvements 54,889 86,992
------------ -----------
510,200 638,638
Less accumulated depreciation 406,501 498,954
------------ -----------
103,699 139,684
OTHER ASSETS:
Patent costs 28,783 33,460
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TOTAL ASSETS $ 390,524 $ 432,805
============ ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
----------------------------------------
CURRENT LIABILITIES:
Current portion of lease obligations $ 13,096 $ 12,653
Notes payable to directors 826,699 1,488,907
Notes payable 531,871 417,928
Accounts payable 187,225 581,070
Accrued expenses 394,271 549,004
------------ -----------
Total current liabilities 1,953,162 3,049,562
LONG TERM LIABILITIES:
Capitalized lease obligations 5,202 16,040
Notes payable to directors -- 197,792
------------ -----------
Total long term liabilities 5,202 213,832
STOCKHOLDERS' DEFICIENCY:
Common stock 98,639 69,275
$.01 par value, $20,000,000 and 12,000,000 shares authorized
at 9/30/00 and 12/31/99, respectively
9,863,867 shares issued and outstanding at September
30, 2000
6,927,497 shares issued and outstanding and issuable at
December 31, 1999
Preferred Stock
$.01 par value, 10,000,000 and zero shares authorized at
9/30/00 and 12/31/99, respectively -- --
Additional paid-in capital 9,304,646 7,046,790
Accumulated deficit (10,971,125) (9,946,654)
------------ -----------
Total stockholders' deficiency (1,567,840) (2,830,589)
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 390,524 $ 432,805
============ ===========
</TABLE>
See notes to consolidated financial statements.
3
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<TABLE>
ZAXIS INTERNATIONAL INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30
---------------------------
2000 1999
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<S> <C> <C>
Net sales $ 160,255 $ 84,345
Operating Costs:
Cost of goods sold 151,572 98,974
Selling, general, administrative and research expenses 304,246 227,006
---------- ----------
455,818 325,980
---------- ----------
Loss from operations (295,563) (241,635)
Other income (expense):
Interest expense (43,966) (49,653)
Other, net 27,190 17
---------- ----------
Total other income (expense) (16,776) (49,636)
---------- ----------
Net loss $ (312,339) $ (291,271)
========== ==========
Net loss per common share -- Basic and Diluted $ (0.04) $ (0.05)
========== ==========
Weighted average number of shares outstanding -- Basic and Diluted 8,833,362 6,463,667
========== ==========
</TABLE>
See notes to consolidated financial statements.
4
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<TABLE>
ZAXIS INTERNATIONAL INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
---------------------------
2000 1999
----------- ----------
<S> <C> <C>
Net sales $ 303,708 $ 176,496
Operating Costs:
Cost of goods sold 383,980 359,972
Selling, general, administrative and research expenses 896,311 666,025
----------- ----------
1,280,291 1,025,997
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Loss from operations (976,583) (849,501)
Other income (expense):
Interest expense (134,546) (148,961)
Other, net 86,658 223
----------- ----------
Total other income (expense) (47,888) (148,738)
----------- ----------
Net loss $(1,024,471) $ (998,239)
=========== ==========
Net loss per common share -- Basic and Diluted $ (0.13) $ (0.16)
=========== ==========
Weighted average number of shares outstanding -- Basic and Diluted 7,942,869 6,231,813
=========== ==========
</TABLE>
See notes to consolidated financial statements.
5
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<TABLE>
ZAXIS INTERNATIONAL INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30
--------------------------
2000 1999
----------- ---------
<S> <C> <C>
Operating activities:
Net loss $(1,024,471) $(998,239)
Adjustments to reconcile net loss to cash
used in operating activities:
Depreciation and amortization 70,851 76,961
Compensation due to stock option grants -- 3,676
Changes in operating assets and liabilities:
Accounts receivable (52,221) (25,367)
Inventory and prepaid expenses (42,883) (16,421)
Accounts payable (393,845) 100,948
Accrued expenses 80,428 220,722
----------- ---------
Net cash used in operating activities (1,362,141) (637,720)
Investing activities:
Purchase of property and equipment (30,189) (2,149)
Patent cost expenditures -- (1,840)
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Net cash used in investing activities (30,189) (3,989)
Financing activities:
Proceeds from sales of common stock 1,022,059 383,249
Payments on notes payable (61,057) (3,336)
Proceeds from notes payable 345,000 232,792
Payments on capital lease obligations (10,395) (8,025)
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Net cash provided by financing activities 1,295,607 604,680
Decrease in cash (96,723) (37,029)
Cash at beginning of period 139,151 49,327
----------- ---------
Cash at end of period $ 42,428 $ 12,298
=========== =========
Non cash transactions:
Notes, related accrued interest and commissions
converted to stock $ 1,265,161 $ 300,000
=========== =========
</TABLE>
See notes to consolidated financial statements.
6
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ZAXIS INTERNATIONAL INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The financial statements present the consolidated financial position and results
of operations of Zaxis International Inc. ("International" or "the Company") and
Zaxis Inc. ("Zaxis") its wholly-owned subsidiary.
Zaxis Inc. was founded in 1989 as a privately held Ohio corporation. On August
25, 1995, Zaxis merged with a subsidiary of The InFerGene Company ("InFerGene").
InFerGene was an inactive publicly traded Delaware corporation founded in 1985.
Neither InFerGene nor its subsidiary had any assets or liabilities. The merger,
for accounting purposes, was a reverse acquisition in which Zaxis acquired
InFerGene. The acquisition was accounted for as a purchase with no value
assigned to InFerGene. InFerGene then changed its name to Zaxis International
Inc. The financial statements include the operations of Zaxis for all periods
presented and the operations of International since the date of acquisition. All
intercompany transactions and balances have been eliminated.
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. These interim financial statements include all adjustments of a
normal recurring nature that in the opinion of management are necessary to make
the financial statements not misleading. However, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. Operating results for the three- and
nine-month periods ended September 30, 2000 are not necessarily indicative of
the results that may be expected for the year ended December 31, 2000.
The consolidated balance sheet at December 31, 1999 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Registrant Company and Subsidiary's annual
report on Form 10-KSB for the year ended December 31, 1999.
2. COMMON STOCK AND WARRANTS
During the three- and nine-month periods ended September 30, 2000, Zaxis
International Inc., in connection with a private offering of securities,
obtained subscriptions for a total of zero and 1,405,953 units, respectively,
with each unit consisting of one share of common stock and Class Z, Series Z-3,
Z-4, Z-5, and Z-6 Warrants entitling the holder in the aggregate to purchase one
additional share of common stock. Warrents in the amount of $16,250 were
executed in the third quarter. For the three- and nine- month periods ended
September 30, 2000, $31,304 and $1,022,059 respectively had been received in
cash, and $885,161 and $1,265,161, respectively of notes payable, accrued
interest and commissions had been converted into common stock.
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At the annual Shareholders Meeting in August, shareholders approved an amendment
to the Company charter, increasing the shares of authorized stock from
12,000,000 to 20,000,000 and authorizing the creation of 10,000,000 shares of
preferred stock.
3. LIQUIDITY
During the three- and nine- month periods ended September 30, 2000, Zaxis
incurred losses of $312,339 and $1,024,471, compared to losses of $291,271 and
$998,239, respectively for the same periods in 1999. The operations of the
Company have been financed primarily by loans from companies and individuals
associated with members of the Board of Directors and the sale and issuance of
securities under the Company's Private Placement Offering that was terminated by
the Board of Directors effective March 31, 2000.
In September 2000 the Company converted $650,000 in notes payable to certain
Australian mutual funds into Zaxis International Inc. common stock. The debt
conversion with these entities also included $235,161 of the related accrued
interest on these notes payable and commissions owed to these funds for their
previous fundraising activities. This transaction resulted in the issuance of
1,361,787 shares of Zaxis International Inc. common stock that after issuance of
these shares represented a 13.8% ownership interest in the Company.
As of September 30, 2000, Zaxis had received $170,000 from individual investors
for which the Company issued convertible notes. Two of these notes totaling
$45,000 are due June 2001, one note in the amount of $100,000 is due August
2001, and the remaining notes totaling $25,000 are due September 2001.
One of the Company's larger customers has offered $200,000 in debt financing if
these funds can be matched with additional debt or equity funding on a dollar
for dollar basis. As of September 30, 2000, Zaxis received $175,000 in matching
debt financing under this financing offer. One note in the amount of $30,000 is
due on June 15, a second note in the amount of $45,000 is due on July 20, 2001
and the remaining $100,000 of these notes is due on demand. The Company
continues to rely upon these sources to sustain on-going operations, research,
production development and sales development.
The Company will necessarily be reliant upon such sources of funding until the
marketing of the Company's principal products can be brought to a level
sufficient to support its operating requirements. These conditions cause doubt
about the Company's ability to continue as a going concern. No adjustments to
the amounts or classification of assets and liabilities that could result from
the outcome of this uncertainty are reflected in the financial statements.
4. NET LOSS PER COMMON SHARE
The effects of outstanding options and warrants have not been included in the
calculation of net loss per share.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.
Management's Discussion and Analysis of Financial Condition and Results of
Operations for the Three and Nine Months Ended September 30, 2000.
RESULTS OF OPERATIONS
Sales for the third quarter of 2000 totaled $160,255 as compared with $84,345
for 1999's third quarter. Sales for the nine months ended September 30, 2000,
were $303,708 as compared to $176,496 for the same period in 1999.
Operating costs were $455,818 for the third quarter of 2000 as compared with
$325,980 for the same period in 1999. Operating costs for the nine months ended
September 30, 2000, were $1,280,291 as compared with $1,025,997 for the first
nine months of 1999. These increases were primarily attributable to costs
incurred in the Company's fundraising and sales efforts.
Interest expense decreased slightly from $49,653 to $43,966 for the quarters
ended September 30, 1999 and September 30, 2000, respectively, and from $148,961
to $134,546 for the nine months ended September 30, 1999 and September 30, 2000,
respectively, due to the conversions of notes payable to equity offset by the
impact of the additional borrowings that occurred during this time period.
Net loss for the third quarter of 2000 amounted to $312,339 as compared to a net
loss of $291,271 for the same quarter of 1999. The net loss for the nine months
ended September 30, 2000, was $1,024,471 while the Company incurred a net loss
of $998,239 for the same period in 1999.
FINANCIAL CONDITION AND LIQUIDITY
Cash used for operations amounted to $1,362,141 for the nine months ended
September 30, 2000. Plant and equipment expenditures amounted to $30,189. Cash
provided from financing activities for the nine months ended September 30, 2000
included $1,022,059 from the sale of unregistered securities under the Company's
Private Placement Offering and $345,000 in proceeds from the issuance of notes
payable. To support its anticipated cash needs, the Company will be required to
raise additional capital through borrowings or equity financings. There can be
no assurance this will be achieved. The Company is working in 2000 to maintain
steady relations with creditors while it strives to improve sales volumes and
demonstrate that the Company can be successful.
The Company needs to secure additional immediate financing to allow it to
explore several opportunities for its products that are now available for market
introduction and to afford it time to build sales volumes of the Company's
products to profitable levels. In the period required for product introduction
and sales growth, the Company will also need to satisfy obligations to current
creditors. Pursuant to this need, the Company continues to seek interim and
long-term debt or equity funding.
New funds were obtained through the Company's Private Placement Offering in the
first quarter of 2000. The Company issued the securities under this Private
Placement Offering in reliance
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upon the exemption afforded by Section 4(2) of the Securities Act of 1933 and
other available exemptions. This Offering was terminated effective March 31,
2000.
In September 2000 the Company converted $650,000 in notes payable to certain
Australian mutual funds into Zaxis International Inc. common stock. The debt
conversion with these entities also included the related accrued interest on
these notes payable and commissions owed to these funds for their previous
fundraising activities. This transaction resulted in the issuance of 1,361,787
shares of Zaxis International Inc. common stock that after issuance of these
shares represented a 13.8% ownership interest in the Company.
As of September 30, 2000, Zaxis had received $170,000 from individual investors
for which the Company issued convertible notes. Two of these notes totaling
$45,000 are due June 2001, one note in the amount of $100,000 is due August
2001, and the remaining notes totaling $25,000 are due September 2001.
One of the Company's larger customers has offered $200,000 in debt financing if
these funds can be matched with additional debt or equity funding on a dollar
for dollar basis. As of September 30, 2000, Zaxis received $175,000 in matching
debt financing under this financing offer. One note in the amount of $30,000 is
due on June 15, a second note in the amount of $45,000 is due on July 20, 2001
and the remaining $100,000 of these notes is due on demand. The Company
continues to rely upon these sources to sustain on-going operations, research,
production development and sales development.
Additional discussions have been initiated with potential new investors for debt
and/or equity funding, however, none of these discussions or potential
borrowings or investments have been completed as of September 30, 2000.
Zaxis International Inc. will continue to be reliant upon such funding sources
until the sales and marketing programs result in sufficient revenue to support
the Company's operations. There can be no assurance that the Company will
continue to receive investor funding or that the Company will be able to
strengthen its customer base sufficiently to generate the sales volume required
to meet or exceed the cost of operations.
PART II. OTHER INFORMATION
ITEM 2(c). CHANGES IN SECURITIES--ISSUANCES OF UNREGISTERED SECURITIES
During the period ended September 30, 2000, in transactions exempt from
registration, Zaxis International Inc. sold 2,936,370 shares of Common Stock in
exchange for cash ($1,022,059) convertible notes, related interest and
commissions ($1,265,161).
ITEM 3. DEFAULT UPON SENIOR SECURITIES
At September 30, 2000, the Company was delinquent on Convertible Note principal
payments of $535,922 and interest payments of $128,309.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On August 10, 2000 the Company held its Annual Meeting of Stockholders.
According to the Company's Certified List of Stockholders as of the Record Date
for this meeting, there were 8,470,776 shares of common stock outstanding and
entitled to vote at this meeting. There were present in person at this meeting
or by proxy the holders of 7,904,611 shares of Zaxis International Inc.'s common
stock.
There were eight Director candidates for the five Board of Director positions to
be elected at this Annual Meeting. Five Director nominees were set forth in the
Company's proxy materials distributed in advance of this meeting and the other
three Director candidates were nominated from the floor during the Annual
Meeting. Following are the vote tabulations for the eight Director candidates as
provided by the Company's independent Inspector of Elections (Bold type
identifies the five Directors elected).
For Against
--- -------
Stephen N. Anderson 3,456,930 77,108
Dr. Malvin L. Eutick 3,434,590 24,448
STEVEN C. FICYK 7,810,651 18,960
RONALD F. HANSON 7,881,318 23,293
Melvin Weisblatt 3,012,509 446,529
WILLIAM MARTIN* 4,450,573
JAMES ROBERTS* 4,450,573
ROBERT TURNER* 4,450,573
* individual was nominated from the floor at the Annual Meeting
There were also four other proposals set forth in the Company's proxy materials
that were voted on during the Annual Meeting of Stockholders. Following are the
vote tabulations for these four proposals that were all approved by the
stockholders.
The first proposal voted on by the stockholders was a proposal to amend the
Company's Certificate of Incorporation to increase the number of authorized
shares of common stock to 20,000,000.
For 7,481,532
Against 421,869
Abstain 1,210
The second proposal voted on by the stockholders was to amend the Company's
Certificate of Incorporation to authorize the issuance of 10,000,000 preferred
shares.
For 5,631,746
Against 129,834
Abstain 1,473
Broker Non-Vote 2,141,558
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The third proposal voted on by the stockholders was to increase the number of
shares reserved for the Non-Employee Directors' Stock Option Plan to 250,000
shares.
For 7,430,985
Against 457,409
Abstain 16,217
The fourth proposal voted on by the stockholders was to ratify the appointment
of Ernst & Young LLP as the independent accountants for Zaxis International Inc.
For 7,901,476
Against 2,050
Abstain 1,085
Item 6. Exhibits and Reports on Form 8-K Exhibits
Exhibit
Number Description
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27 Financial Data Schedule
A. Reports on Form 8-K during the Quarter Ended September 30, 2000
None
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf the undersigned, thereunto duly
authorized.
Zaxis International Inc.
------------------------
(Registrant)
November 13, 2000 BY: S/S John Hrobsky
----------------
John Hrobsky
President & Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the Registrant and in the capacity and on the date
indicated.
Signature Title Date
--------- ----- ----
/s/John Hrobsky President & Chief Executive Officer November 13, 2000
------------------
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