U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X) Quarterly report under Section 13 or 15(d) of the
Securities Exchange Act of l934
For the quarterly period ended MAY 31, 1996, or
( ) Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ______________to_______________.
Commission file number 0-19866
CELOX LABORATORIES, INC.
(Exact name of small business issuer as
specified in its charter)
MINNESOTA 36-3384240
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
856 SOUTH FIFTH STREET, HOPKINS, MINNESOTA 55343
(Address of principal executive offices) (Zip code)
Issuers telephone number, including area code: (612) 933-2616
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Act of l934 during the past 12 months (or
for such shorter periods 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 _____
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
The number of shares of common stock, par value $.01 per share, outstanding on
May 31, 1996 was 2,742,169.
Transitional small business format disclosure:
Yes _____ No __X__
Table of Contents
CELOX LABORATORIES, INC.
Report on Form 10-QSB
for fiscal quarter ended
May 31, 1996
Page
----
PART I FINANCIAL INFORMATION
ITEM 1. Financial Statements
Balance Sheet as of August 31, 1995
and May 31, 1996 3
Statement of Operations -- Three months ended May 31, 1995
and 1996, and nine months ended May 31, 1995 and 1996 5
Statement of Changes in
Shareholders' Equity for the year
ended August 31, 1995 and the nine
months ended May 31, 1996 6
Statement of Cash Flows -- Nine months
ended May 31, 1995 and 1996 7
Notes to Financial Statements 8
ITEM 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 10
PART II OTHER INFORMATION 16
CELOX LABORATORIES, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS May 31, August 31,
1996 1995
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 574,437 $ 919,404
Certificates of Deposit 865,839 99,000
Short-term investments held for sale -0- 730,840
Trade receivables 143,002 57,540
Note and interest receivable, officer/stockholder -0- 14,804
Accrued interest receivable 15,809 15,358
Inventories 81,536 66,677
Prepaid expenses 2,466 2,668
----------- -----------
TOTAL CURRENT ASSETS 1,683,089 1,906,291
----------- -----------
INVESTOR SETTLEMENT RECEIVABLE 96,504 133,000
EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Laboratory and production equipment 202,324 191,709
Office furniture and equipment 78,764 76,538
Leasehold improvements 64,390 64,390
----------- -----------
345,478 332,637
Less accumulated depreciation (242,287) (206,499)
----------- -----------
103,191 126,138
----------- -----------
TOTAL ASSETS $ 1,882,784 $ 2,165,429
=========== ===========
</TABLE>
See Notes to Financial Statements
CELOX LABORATORIES, INC.
BALANCE SHEET
<TABLE>
<CAPTION>
May 31, August 31,
LIABILITIES AND SHAREHOLDERS' EQUITY 1996 1995
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Accounts Payable $ 21,143 $ 18,394
Accrued liabilities 32,557 34,534
----------- -----------
TOTAL CURRENT LIABILITIES 53,700 52,928
----------- -----------
DEFERRED RENT 1,928 5,399
SHAREHOLDERS' EQUITY
Common stock 27,422 27,422
Additional contributed capital 5,251,756 5,251,756
----------- -----------
5,279,178 5,279,178
Accumulated deficit (3,452,022) (3,210,874)
Unrealized gains on investments available for sale 0 38,798
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 1,827,156 2,107,102
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 1,882,784 $ 2,165,429
=========== ===========
</TABLE>
See Notes to Financial Statements.
CELOX LABORATORIES, INC.
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended Nine months ended
May 31, May 31,
-------------------------- ---------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES
Net sales $ 76,462 $ 73,901 $ 325,694 $ 221,160
Cost of products sold 39,263 51,648 149,484 158,480
----------- ----------- ----------- -----------
GROSS MARGIN 37,199 22,253 176,210 62,680
----------- ----------- ----------- -----------
OPERATING EXPENSES
Research and development 32,582 48,582 112,108 114,850
Marketing and sales 65,142 75,727 188,630 202,751
Administrative 81,906 66,890 235,689 222,737
----------- ----------- ----------- -----------
Total operating expenses 179,630 191,199 536,427 540,338
OPERATING LOSS (142,431) (168,946) (360,217) (477,658)
OTHER INCOME (EXPENSE)
Interest and investment income 20,398 38,216 91,319 114,499
Investment gain (loss) 0 0 27,750 (317,683)
Investor Settlement Income 0 0 0 317,683
----------- ----------- ----------- -----------
Total other income (expense) 20,398 38,216 119,069 114,499
LOSS BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE ($ 122,033) ($ 130,730) ($ 241,148) ($ 363,159)
Cumulative effect of accounting change
on years prior to fiscal 1995,
net of tax (Note C) 0 0 0 253,621
NET LOSS ($ 122,033) ($ 130,730) ($ 241,148) ($ 109,538)
=========== =========== =========== ===========
LOSS PER COMMON SHARE BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE ($ 0.04) ($ 0.05) ($ 0.09) ($ 0.13)
CUMULATIVE EFFECT PER COMMON SHARE
OF ACCOUNTING CHANGE 0 0 0 0.09
LOSS PER COMMON SHARE ($ 0.04) ($ 0.05) ($ 0.09) ($ 0.04)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,742,169 2,744,669 2,742,169 2,750,933
----------- ----------- ----------- -----------
</TABLE>
See Notes to Financial Statements
CELOX LABORATORIES, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Additional Unrealized
Common Stock Paid-in Accumulated Gain on inv.
Shares Amount Capital Deficit Avail. for Sale Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT AUGUST 31, 1993 2,857,769 $28,578 $5,369,838 ($1,655,958) 0 $3,742,458
Common stock repurchase (94,200) (942) (102,312) (103,254)
Common stock issued 1,100 11 1,155 1,166
Net loss for the year (1,208,302) (1,208,302)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT AUGUST 31, 1994 2,764,669 $27,647 $5,268,681 ($2,864,260) 0 $2,432,068
Common stock repurchased (22,500) (225) (16,925) (17,150)
Unrealized gains for the period 38,798 38,798
Net loss for the year (346,614) (346,614)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT AUGUST 31, 1995 2,742,169 $27,422 $5,251,756 ($3,210,874) $38,798 $2,107,102
Unrealized losses for the period (38,798) (38,798)
Net loss for the period (241,148) (241,148)
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCE AT MAY 31, 1996 2,742,169 $27,422 $5,251,756 ($3,452,022) $0 $1,827,156
===================================================================================================================================
</TABLE>
See Notes to Financial Statements.
CELOX LABORATORIES, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MAY 31,
----------------------
1996 1995
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period ($241,148) ($109,538)
Adjustments to reconcile net loss to net cash
used in operating activities:
Cumulative effect of accounting change 0 (253,621)
Depreciation and amortization 35,788 38,198
Deferred rent expense (3,469) (3,469)
Changes in assets and liabilities:
(increase) decrease in:
Accounts receivable (85,462) 18,038
Accrued interest receivable 10,353 (17,939)
Inventories (14,859) 12,347
Prepaid expenses 203 (3,910)
Officer Note Receivable 4,000 19,000
Increase (decrease) in:
Accounts payable 2,748 (26,933)
Accrued liabilities (1,978) (7,917)
--------- ---------
Net cash used in operating activities (293,824) (335,744)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments- Bank Certificates of Deposit (766,839) 290,208
Sale of short-term investments held for sale 728,538 0
Purchase of equipment & leasehold improvements (12,842) (1,001)
--------- ---------
Net cash (used) provided by investing activities (51,143) 289,207
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of common stock 0 (17,150)
--------- ---------
Net cash used in financing activities 0 (17,150)
--------- ---------
Net decrease in cash and cash equivalents (344,967) (63,687)
CASH AND CASH EQUIVALENTS:
Beginning of period 919,404 475,357
--------- ---------
End of period $ 574,437 $ 411,670
========= =========
</TABLE>
See Notes to Financial Statements.
CELOX LABORATORIES, INC,
NOTES TO FINANCIAL STATEMENTS May 31, 1996
NOTE A--BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310 of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) considered necessary for a fair presentation have been
included.
The organization and business of the Company, accounting policies
followed by the Company and other information are contained in the notes to the
Company's financial statements filed as part of the Company's August 31, 1995
Form 10-KSB. This quarterly report should be read in connection with such annual
report.
NOTE B--CASH AND CASH EQUIVALENTS
For purposes of reporting the statements of cash flows, the Company
considers all highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents.
NOTE C--SHORT-TERM INVESTMENTS
The Company had invested excess cash in the Piper Jaffray Institutional
Government Income Portfolio Fund (Piper Fund). During the quarter ended February
29, 1996, the Company sold all remaining shares in this Fund.
During the first quarter of Fiscal 1995, the Company recognized
previously reported unrealized losses as a cumulative adjustment due to an
accounting change in the Statement of Operations in compliance with the
provisions of FASB 115 which was adopted at the beginning of the year. This one
time adjustment resulted in a $253,621 increase in reported income for the three
month's ended November 30, 1994.
As an alternative to the Piper Fund, the Company has utilized Bank
Certificates of Deposit. As of May 31, 1996 the Company has investments of
$865,839 in Certificates of Deposit. Certificates of deposit are made only with
the highest rated banks and less than $100,000 is deposited at any one bank. The
Company also utilizes a money market fund, which is restricted by its charter to
Tier 1 instruments, for a portion of its investments.
NOTE D--REPURCHASE OF COMMON STOCK
Effective July 30, 1993, the Board of Directors authorized the
repurchase of up to 300,000 shares of the Company's common stock in open market
transactions at prices not to exceed $1.75 per share. At May 31, 1996, the
Company had repurchased 136,700 shares at prices ranging from $0.85 to $1.58 per
share.
NOTE E--LOSS PER COMMON SHARE
Loss per share is computed based upon the weighted average number of
common shares outstanding during the period. The Company has determined that
under the modified treasury stock method, there would be no change in earnings
per share due to outstanding common stock equivalents. Fully diluted and primary
loss per share are the same amounts for each of the periods presented.
NOTE F--RECLASSIFICATION
Certain 1995 amounts have been reclassified to conform with the 1996
presentation. These reclassifications had no effect on net income (loss) as
previously reported.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
Celox Laboratories, Inc. ("Celox" or the "Company") is a biotechnology
company formed in 1985 that researches, develops, manufactures and markets cell
biology products used in the propagation of cells derived from mammals,
including humans, and other species. These specialized cell growth products are
used primarily in academic, pharmaceutical, diagnostic and other commercial
laboratories to improve the growth condition, productivity and quality of
cell-derived medical and other biological products such as vaccines, monoclonal
antibodies, interferons and human growth factor. The Company focuses primarily
on solving the fundamental problems associated in culturing cells with the use
of serum, which is derived from the whole blood of animals and humans. The
Company's research activities have resulted in proprietary technology which has
been used to commercialize its non-serum growth media, cell freezing solutions
and other cell biology products.
Celox currently manufactures and markets 36 products. Celox's
proprietary products consist of four serum replacement products, TCM,
TM-235(TM), TCH(TM), and VaxMax(TM) and a cell freezing medium, Cellvation(TM).
VaxMax(TM) was developed specifically for use in the production of veterinary
vaccines.
Celox also manufactures ten basal media formulations, a series of
buffered salt solutions, other cell biology reagents and a variety of custom
formulations.
An additional proposed product, ViaStem(TM), continues to undergo
further analysis in pre-clinical testing. This product was developed to improve
the preservation of critical cells (e.g. stem cells) which are required for bone
marrow transplantation. Other potential applications for ViaStem(TM) include the
preservation of umbilical cord blood and platelets. Currently, Memorial Blood
Centers of Minnesota and the University of Cincinnati's Hoxworth Blood Center
will be providing additional pre-clinical data on ViaStem(TM).
During the quarter ended May 31, 1996, the Company received an Office
Action from the United States Patent and Trademark Office (USPTO) in connection
with its patent application for ViaStem(TM). The Office Action (i) allowed
several claims, and (ii) indicated that several claims are allowable over the
prior art and would be in condition for allowance upon the entry of minor
amendments. An Amendment and Response has been prepared and filed which places
all claims in condition for allowance. A notice of allowance is expected from
the USPTO within the next few months. The Company has also filed the documents
needed for an International Patent Application as required by the Patent
Cooperation Treaty.
During February, 1996 the Company entered into an agreement with the
Department of the Army, Walter Reed Army Institute of Research (WRAIR) that
provides for a Cooperative Research and Development Agreement for Material
Transfer which encompasses the Company's ViaStem(TM) product.
The Company has received its first Drug Master File classification from
the Food and Drug Administration (FDA) for TCM. This classification will
expedite the FDA approval process for customers who want to use the Company's
TCM product in the manufacture of drugs or drug substances for human use. The
Company is in the process of gaining similar status for its other proprietary
products.
In April, 1994 the Company entered into an agreement with American Type
Culture Collection (ATCC), Rockville, MD, the world's largest public archive of
living biological cultures and genetic materials. ATCC serves the international
scientific community by acquiring, preserving and distributing strains of the
most diverse collection of organisms and derivative biological materials in the
world. Under the agreement, ATCC will distribute cell lines adapted to the
Company's non-serum products as well as other associated products worldwide.
Orders for growth media under this agreement have continued during the current
fiscal year.
During July of 1995, the Company completed a non-exclusive world-wide
distribution agreement with ICN Pharmaceuticals, Inc., Costa Mesa, CA. Under the
agreement, ICN is marketing Celox's TCM, TCH(TM), TM-235(TM) serum replacement
products as well as Cellvation(TM). Initial orders under this agreement were
shipped in the last quarter of Fiscal 1995 and additional orders have been
received during the first nine months of this fiscal year.
ICN manufactures and markets a broad range of prescription and
over-the-counter pharmaceuticals, medical diagnostic products and biotechnology
research products in North and Latin America, Eastern and Western Europe and the
Pacific Rim countries.
RESULTS OF OPERATIONS
Beginning with fiscal 1995 the Company adopted the provisions of FASB
No. 115 as it relates to classification of investments available for sale. Under
the provisions of this release, losses on the Company's investments available
for sale are recognized as a separate component of shareholders' equity. During
the first quarter of Fiscal 1995, the Company recognized previously reported
unrealized losses as a cumulative adjustment due to an accounting change in the
Statement of Operations. This one time adjustment resulted in a $253,621
increase in reported income for the three month's ended November 30, 1994. As of
May 31, 1996, the Company no longer holds any investments which would be
classified as investments available for sale.
The Company had recorded an Investor Settlement Receivable in the
amount of $133,000 on the Balance Sheet in order to reflect the expected
settlement proceeds from a class action lawsuit which was brought on behalf of
investors in the Piper Fund. In December, 1995, the District Court Judge
approved the Class action Settlement and based upon the statements received from
the Attorney's for the plaintiffs the Company believes the Settlement Receivable
is properly valued. The first payment from the settlement was received during
the quarter ended May 31, 1996. The current balance in the Investor Settlement
Receivable is $96,504.
A separate Class Action lawsuit against the Fund's auditors, KPMG Peat
Marwick, has been certified by the Court.
During the quarter ended May 31, 1996, the Company had net sales of
$76,462 which was an increase of $2,561 or 3.5% from $73,901 reported in the
same quarter for the prior year. For the nine months ended May 31, 1996 net
sales totalled $325,694 versus $221,160 for the nine months ended May 31, 1995.
This represents an increase of 47% over the previous period. The increase
between years results from increased orders for the Company's proprietary
products in general, higher distributor sales and an increased customer base.
The Company had a net loss of $122,033 for the quarter ended May 31,
1996 compared to a net loss of $130,730 for the same period in the previous
year. For the nine month period, a net loss of $241,148 was incurred in fiscal
1996 as compared to a net loss of $109,538 in fiscal 1995. On a per share basis,
the loss for the quarter equalled 4 cents versus a 5 cent loss in the same
period in fiscal 1995. For the nine months ended May 31, 1996 the net loss per
share was 9 cents as compared to a net loss of 4 cents in the prior year.
As was disclosed in the Form 10-QSB for the quarter ended November 30,
1994, the cumulative effect of an accounting change created an income item
amounting to $253,621 or 9 cents per share which was included in the nine month
results in fiscal 1995. Excluding this cumulative effect, a 13 cent per share
loss would have resulted.
The improvement in loss before the cumulative effect of accounting
change for both the current quarter and the current nine month period as
compared to the previous fiscal year results from increased sales, continued
emphasis on expense control and increased amounts of other income.
The cost of products sold was 51% of net sales for the three months
ended May 31, 1996, as compared to 70% of net sales for the three months ended
May 31, 1995. For the nine month period, cost of products sold was 46% compared
to 72% during the same period in the previous fiscal year. The significant
improvement between years for each of the respective reporting periods is a
combination of higher sales volume to cover fixed manufacturing costs as well as
a greater level of sales of proprietary products which have higher margins than
standard formulations. Additionally, manufacturing labor and other production
costs have been consistently controlled.
An operating loss of $142,431 was generated for the quarter ended May
31, 1996 compared to an operating loss of $168,946 for the same period in the
previous year. For the nine months ended May 31, 1996 the Company had an
operating loss of $360,217 versus $477,658 for the nine months ended May 31,
1995. The significant improvement between years for both the quarter and the
nine month period is due in general to increased sales and higher margins
coupled with lower operating expenses.
The Company received interest and investment income of $20,398 during
the quarter ended May 31, 1996 as compared to $38,216 in the prior year.
Interest and investment income for the nine month period was $119,068 in fiscal
1996 compared to $114,499 for the same period in fiscal 1995. Investment income
is derived primarily from the investment of the proceeds of the Company's March
1992 initial public offering. The decrease in investment income during the
quarter as compared to the previous year results from reduced investment
balances as the Company uses capital in its operations as well as lower
effective interest rates resulting from a transfer of amounts from the Piper
Fund into bank certificates of deposit. The small increase between years for the
respective nine month periods is due to special dividends paid out from the
Piper Fund during the second quarter of the current year.
Investment gains of $27,750 were realized during the nine month period
ended May 31, 1996. This compares to investment losses of $317,683 for the
comparative nine month period in the previous fiscal year which reflected a
write-down in the net realizable value of investments available for sale. An
investor settlement receivable offset this write-down and as a result it had no
net effect on reported results for the period.
As was disclosed in previous sections of this Form 10- QSB, Piper
Jaffray and the Class Action Plaintiffs have agreed to settle a lawsuit which
was brought against the Piper Fund by investors. A lawsuit filed against the
Fund's auditors, KPMG Peat Marwick, is still being pursued by investors other
than the Company. The Company has not filed a lawsuit nor has it decided if it
will join in any future class actions, but has not eliminated these options as a
possibility in the future. For additional discussion of this Fund see the
Company's 1995 Form 10-KSB.
Operating expenses decreased $11,569 (6%) to $179,630 from $191,199 for
the quarter ended May 31, 1996 and decreased by $3,911 (1%) to $536,427 from
$540,338 for the nine months ended May 31, 1996 compared to the comparable
period in the previous fiscal year. The decrease during the current quarter and
the nine month period as compared to the prior year is due to the timing and
amount of research and development expenditures as well as reduced marketing and
sales expenses offset by higher administrative expenditures.
Research and development costs decreased by $16,000 to $32,582 from
$48,582 in the current quarter as compared to the previous fiscal year. For the
comparative nine month periods, research and development expenses decreased by
$2,742 to $112,108 from $114,850. The decreases for both the quarter and nine
months ended May 31, 1996 as compared to the respective periods in the previous
year result from the timing of expenditures in the areas of salaries and wages
and patent expenses incurred in connection with the ViaStem(TM) product. The
Company expects the costs of research and development to fluctuate based on the
status of pre-clinical and clinical trials for ViaStem(TM).
Marketing expenses decreased by $10,585 (14%) to $65,142 from $75,727
for the quarter ended May 31, 1996 and by $14,121 (7%) to $188,630 from $202,751
for the nine months then ending as compared to the comparable periods in 1995.
The decreases are attributable to the amount and timing of advertising,
promotional materials and trade show expenses between years.
Administrative expenses increased by $15,016 (22%) for the three months
ended May 31, 1996 compared to the previous fiscal year to $81,906 from $66,890.
Administrative expenses increased by $12,952 (6%) for the nine month period
ended May 31, 1996 to $235,689 from $222,737. The variances for both of the
respective reporting periods are due to increased accounting and legal fees
offset by a reduction in other administrative costs.
LIQUIDITY AND CAPITAL RESOURCES
Capital resources on hand at May 31, 1996, include cash and short-term
investments of $1,440,276 and net working capital of $1,629,389. This represents
a decrease of $308,968 (17.7%) in cash and short-term investments and a decrease
of $233,974 (12.1%) in net working capital as compared to August 31, 1995.
The Company anticipates spending approximately $30,000 in fiscal 1996
on capital expenditures. Through May 29, 1996 approximately $12,800 has been
spent on capital expenditures. The majority of the planned expenditures will be
used to acquire manufacturing and research equipment.
The lease for the Company's facilities terminates in October of 1996.
The Company is currently evaluating several alternative sites. Capital
expenditures and tenant improvements in addition to the $30,000 mentioned above
could be required.
The Company believes that its capital resources on hand at May 31,
1996, together with revenues from product sales, will be sufficient to meet its
cash requirements for the near future.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a member of the class in the KPMG Peat Marwick action as
it relates to their audit of the Piper Jaffray Institutional Government
Income Portfolio Fund, on whose behalf litigation has been commenced in
federal district court in Minneapolis. The Company has not directly
participated in the litigation and the Company does not believe any
material developments in the status of the litigation occurred during
the quarter which is the subject of this report.
The Company is a defendant in a wrongful termination lawsuit brought by
a former employee who was in the probationary period at the time of the
termination. The Company believes that the lawsuit is without merit and
will vigorously defend that position. The Company has served the
attorneys for the plaintiff with a document entitled Defendant's Answer
and Counterclaim.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. (A) Exhibits
None
(B) Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CELOX LABORATORIES, INC.
Dated: July 11, 1996 By: /s/ Milo R. Polovina
Milo R. Polovina, President &
Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-END> MAY-31-1996
<CASH> 574,437
<SECURITIES> 865,839
<RECEIVABLES> 143,002
<ALLOWANCES> 0
<INVENTORY> 81,536
<CURRENT-ASSETS> 1,683,089
<PP&E> 345,478
<DEPRECIATION> 242,287
<TOTAL-ASSETS> 1,882,784
<CURRENT-LIABILITIES> 53,700
<BONDS> 0
0
0
<COMMON> 27,422
<OTHER-SE> 1,799,734
<TOTAL-LIABILITY-AND-EQUITY> 1,882,784
<SALES> 325,694
<TOTAL-REVENUES> 325,694
<CGS> 149,484
<TOTAL-COSTS> 338,114
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (241,148)
<INCOME-TAX> 0
<INCOME-CONTINUING> (241,148)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (241,148)
<EPS-PRIMARY> (0.09)
<EPS-DILUTED> (0.09)
</TABLE>
