INNOVIR LABORATORIES INC
10-Q, 1998-08-14
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                           __________________________

                                   FORM 10-Q

             X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR
            ---  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
            

                  For the Quarterly Period Ended June 30, 1998

                                      OR

           ___    TRANSITION REPORT PURSUANT TO SECTION 13 OR
                 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from _________ to __________

                          COMMISSION FILE NO. 0-21972
                          ___________________________

                           INNOVIR LABORATORIES, INC.
             (Exact name of Registrant as specified in its Charter)
                            ________________________

               DELAWARE                                13-3536290
     (State or other jurisdiction of                (IRS Employer
     Incorporation or organization)                Identification No.)

                510 EAST 73RD STREET, NEW YORK, NEW YORK  10021
                    (Address of principal executive offices)

      Registrant's telephone number, including area code:  (212) 249-1100

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                            Yes     X     No 
                                 -------      -------                       

    The number of shares of Registrant's common stock outstanding on  August 10,
1998 was 48,191,380.
                            ________________________
<PAGE>
 
                  INNOVIR LABORATORIES, INC. AND SUBSIDIARIES

                                     INDEX
                                     -----
                                        
<TABLE>
<CAPTION>

<S>        <C>                                                                   <C>
                                                                                    PAGE
PART I.    FINANCIAL INFORMATION

           Item 1.  Financial Statements:

                    Consolidated Balance Sheets at June 30, 1998 (unaudited)     
                          and December 31, 1997..............................       3
                     
                    Consolidated Statements of Operations (unaudited) for
                           the three  and six months ended June 31, 1998 and
                           1997, and for the period from January 6, 1995
                           (inception) through June 30, 1998.................       4
                     
                    Consolidated Statements of Changes in Stockholders'          
                           Equity (Deficit) (unaudited) for the six months
                           ended June 30, 1998...............................       5
                     
                    Consolidated Statements of Cash Flows (unaudited) for
                           the six months ended June 30, 1998 and 1997,
                           and for the period from January 6, 1995
                           (inception) through June 30,......................       6
                     
                     Notes to Consolidated Financial Statements..............       7
  
           Item 2.   Management's Discussion and Analysis of Financial 
                           Condition and Results of Operations...............       9
 
PART II.   OTHER INFORMATION

           Item 1.   Legal Proceedings.......................................      13
           Item 6.   Exhibits and Reports on Form 8-K .......................      13

SIGNATURES.       ...........................................................      14
</TABLE>

                                       2
<PAGE>
 
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
         --------------------

                  INNOVIR LABORATORIES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          CONSOLIDATED BALANCE SHEETS
                                        
<TABLE>
<CAPTION>
                                                                                   June 30,
                                                                                     1998                        December 31,
                                                                                 (unaudited)                         1997
                                                                            -------------------             -------------------
<S>                                                                      <C>                               <C>
                           ASSETS:
Current assets:
Cash and cash equivalents                                                   $         1,232,000             $         2,159,000
Prepaid expenses and other current assets                                               150,000                         184,000
                                                                            -------------------             -------------------
   Total current assets                                                               1,382,000                       2,343,000
 
Fixed assets less accumulated depreciation and amortization                           1,959,000                       2,345,000
Goodwill, net                                                                           620,000                         826,000
Other assets                                                                            218,000                         220,000
                                                                            -------------------             -------------------
   Total assets                                                             $         4,179,000             $         5,734,000
                                                                            ===================             ===================
 
                      LIABILITIES:
Current liabilities:
Accounts payable and accrued expenses                                       $           622,000             $         1,274,000
Capital lease - current portion                                                         315,000                         382,000
Term note payable                                                                        94,000                         130,000
                                                                            -------------------             -------------------
   Total current liabilities                                                          1,031,000                       1,786,000
 
Amount due to VIMRX Pharmaceuticals Inc.                                                     --                         838,000
Term note payable                                                                        66,000                          96,000
Capital leases                                                                          162,000                         289,000
                                                                            -------------------             -------------------
   Total liabilities                                                                  1,259,000                       3,009,000
                                                                            -------------------             -------------------
  
                 STOCKHOLDERS' EQUITY:
Preferred stock, par value $.06; 15,000,000 shares authorized
 Class B Convertible Preferred Stock; 2,500,000 shares designated;
  280,000 shares issued and outstanding at June 30, 1998 and December
  31, 1997                                                                               17,000                          17,000
 
Common stock, par value $.013; 70,000,000 shares authorized 48,191,380
 shares issued and outstanding at June 30, 1998, 34,830,925 shares
 issued and outstanding at December 31, 1997                                            627,000                         453,000
 
Additional paid-in capital                                                           38,617,000                      34,036,000
Cumulative translation adjustment                                                       (46,000)                        (40,000)
Deficit accumulated during the development stage                                    (36,295,000)                    (31,741,000)
                                                                            -------------------             -------------------
 Total stockholders' equity                                                           2,920,000                       2,725,000
                                                                            -------------------             ------------------- 
 Total liabilities and stockholders' equity                                 $         4,179,000             $         5,734,000
                                                                            ===================             ===================
</TABLE>



    The accompanying notes are an integral part of the financial statements

                                       3
<PAGE>
 
INNOVIR LABORATORIES, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three and Six Months Ended June 30, 1998

<TABLE>
<CAPTION>
                                                                                            
                                                 Three months ended  June 30,               Six months ended June 30,
                                              ----------------------------------         ----------------------------------
                                                  1998               1997                    1998               1997       
                                              ----------------------------------         ----------------------------------
<S>                                           <C>                   <C>                  <C>                   <C>          
Operating expenses:
Research and development                       $1,658,000           $  1,671,000              $ 3,375,000       $ 3,334,000    
Purchased in process research and                                                                                              
 development                                           --                     --                      --                --     
                                                                                                                               
General and administrative                         596,000                770,000                 934,000         1,537,000    
Amortization of Goodwill                           103,000                103,000                 206,000           206,000    
                                               -----------           ------------            ------------      ------------    
                                                 2,357,000              2,544,000               4,515,000         5,077,000    
                                               -----------           ------------            ------------      ------------    
                                                                                                                               
Other (income) expenses:                                                                                                       
Interest income                                     (2,000)               (58,000)                (14,000)         (131,000)   
Interest expense                                    45,000                 48,000                  72,000            85,000    
Other-net                                           (9,000)                    --                 (19,000)               --    
                                               -----------           ------------            ------------      ------------    
                                                    34,000                (10,000)                 39,000           (46,000)   
                                               -----------           ------------            ------------      ------------    
                                                                                                                               
Net (loss)                                     $(2,391,000)          $ (2,534,000)           $ (4,554,000)     $ (5,031,000)   
                                               ===========           ============            ============      ============    
                                                                                                                               
Loss-per-share data:                                                                                                           
                                                                                                                               
Basic loss per share                           $     (0.06)          $      (0.14)           $      (0.12)     $      (0.28)   
                                               -----------           ------------            ------------      ------------    
                                                                                                                               
Weighted average number of common shares                                                                                       
 outstanding                                    38,609,303             18,051,230              36,875,795        18,053,162    
                                               ===========           ============            ============      ============    
                                                                                                                               
Diluted loss per share                         $     (0.06)          $      (0.14)           $      (0.12)     $      (0.28)
                                               -----------           ------------            ------------      ------------     
                                                                                                                                   
Weighted average number of shares of                                                                                               
 common stock and diluted equivalent                                                                                               
 shares outstanding                             38,609,303             18,031,230              36,875,795        18,053,160     
                                               ===========           ============            ============      ============      
</TABLE>

<TABLE> 
<CAPTION> 
                                               PERIOD
                                          JANUARY 6, 1995
                                            (INCEPTION)
                                              THROUGH
                                            JUNE 30, 1998  
                                        --------------------
<S>                                     <C> 
Operating expenses:                        
Research and development                   $ 13,154,000 
Purchased in process research and          
 development                                 17,374,000
                                           
General and administrative                    5,383,000
Amortization of Goodwill                        618,000
                                           ------------
                                           $ 36,529,000
                                           ------------

Other (income) expenses:                   
Interest income                                (163,000) 
Interest expense                                226,000
Other-net                                      (297,000)
                                          -------------
                                               (234,000)
                                          -------------   
Net (loss)                                $ (36,295,000)
                                          =============   
</TABLE>





    The accompanying notes are an integral part of the financial statements

                                       4
<PAGE>

INNOVIR LABORATORIES, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

 
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
For the Six Months Ended June 30, 1998

<TABLE>
<CAPTION>
                                                                                                                     
                                                                                                                  DEFICIT   
                            CLASS B CONVERTIBLE                                                                 ACCUMULATED
                              PREFERRED STOCK              COMMON STOCK         ADDITIONAL      CUMULATIVE      DURING THE 
                         --------------------------  -----------------------      PAID-IN      TRANSLATION      DEVELOPMENT 
                              SHARES       AMOUNT       SHARES       AMOUNT       CAPITAL       ADJUSTMENT         STAGE     
                         -------------  -----------  -----------  ----------  --------------  --------------  -------------- 
<S>                        <C>             <C>        <C>           <C>         <C>            <C>             <C>           
Balance at December 31,    
 1997                           280,000    $17,000    34,831,000    $453,000    $34,036,000       $(40,000)    $(31,741,000) 
                                                                                                                             
Sale of common stock                                  13,360,000     174,000      4,555,000

Compensation expense                                     
 incurred in connection                                                                                                      
 with the issuance of                                                                                                        
 stock options                                                                       26,000                                  
                                                                                                                             
                                                                                                                             
Cumulative transaction                                                                                                       
 adjustment                                                                                         (6,000)                  

Net loss for the six                                                                                                       
 months ended June                                                                                                           
 31, 1998                                                                                                        (4,554,000) 
                         --------------    -------    ----------   ---------    -----------       --------     ------------  
Balance at June 30, 1998        280,000    $17,000    48,191,000    $627,000    $38,617,000       $(46,000)    $(36,295,000) 
                         ==============   ========   ===========   =========    ===========       =========    ============  
</TABLE>


<TABLE>
<CAPTION>
                         
                                TOTAL
                            ------------
<S>                         <C>
Balance at December 31,     
 1997                       $  2,725,000
                                        
Sale of common stock           4,729,000         

Compensation expense           
 incurred in connection                 
 with the issuance of                   
 stock options                    26,000
                                        
                                        
Cumulative transaction                  
 adjustment                       (6,000)

Net loss for the six                  
 months ended June                      
 31, 1998                     (4,554,000) 
                            ------------
Balance at June 30, 1998    $  2,920,000
                            ============
</TABLE>

                                       5
<PAGE>

INNOVIR LABORATORIES, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

 
Consolidated Statements of Cash Flows (unaudited)
FOR THE SIX MONTHS ENDED JUNE 30, 1998
<TABLE>
<CAPTION>
                                                                                                                PERIOD
                                                                                                           JANUARY 6, 1995
                                                                                                             (INCEPTION)
                                                                   SIX  MONTHS ENDED                           THROUGH
                                                                        JUNE 30,                               JUNE 30,
                                                                          1998                 1997              1998
                                                                 -------------------      ------------     --------------- 
<S>                                                             <C>                       <C>              <C> 
Cash flows from operating activities:
 Net (loss)                                                      $        (4,554,000)     $ (5,031,000)      $ (36,295,000)
 
Adjustments to reconcile net (loss) to net cash (used in)
 operating activities:
  Depreciation                                                               409,000           287,000           1,354,000
  Amortization of goodwill                                                   206,000           206,000             618,000
  Purchased in process research and development                                   --                --          17,374,000
  Provision for losses on notes receivable                                        --                --              85,000
  Amortization of unearned compensation                                           --           181,000             388,000
  Non-cash compensation                                                       26,000            40,000             104,000
Changes in operating assets and liabilities:
  Decrease (increase) in other current assets                                 31,000            57,000             (16,000)
  Decrease in other assets                                                     3,000            15,000               2,000
  Decrease in accounts payable and accrued expenses                         (716,000)         (200,000)           (173,000)
                                                                 -------------------      ------------       -------------
     Net cash (used in) operating activities                              (4,595,000)       (4,445,000)        (16,559,000)
                                                                 -------------------      ------------       -------------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment                                                      (31,000)         (587,000)         (1,349,000)
  Cash acquired in acquisitions                                                   --                --           3,532,000
                                                                 -------------------      ------------       -------------
  Net cash provided by (used in) investing activities                        (31,000)         (587,000)          2,183,000
                                                                 -------------------      ------------       -------------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sales of common stock                                      4,729,000            14,000           8,755,000
  Advances and contributed capital from VIMRX Pharmaceuticals
   Inc.                                                                     (838,000)          670,000           7,400,000
  Costs incurred in connection with issuance of equity
   securities                                                                     --           (24,000)            (24,000)
  Repayment of capital leases                                               (194,000)         (176,000)           (584,000)
                                                                 -------------------      ------------       -------------
     Net cash provided by financing activities                             3,697,000           484,000          15,547,000
                                                                 -------------------      ------------       -------------
  Effect of exchange rate changes on cash                                      2,000           (57,000)             61,000
                                                                 -------------------      ------------       -------------
     Net increase (decrease) in cash and cash equivalents                   (927,000)       (4,605,000)          1,232,000
 
Cash and cash equivalents at beginning of period                           2,159,000         6,412,000                  --
                                                                 -------------------      ------------       -------------
 
Cash and cash equivalents at end of period                       $         1,232,000      $  1,807,000       $   1,232,000
                                                                 ===================      ============       =============
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash  paid for interest                                          $            72,000      $     85,000       $     201,000
                                                                 ===================      ============       =============
</TABLE>

    The accompanying notes are an integral part of the financial statements

                                       6
<PAGE>
 
INNOVIR LABORATORIES, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  The consolidated financial statements of Innovir Laboratories, Inc. and
     Subsidiaries (the "Company") reflect all adjustments, consisting only of
     normal recurring accruals, which are, in the opinion of the Company's
     management, necessary for a fair presentation of the Company's results of
     operations for the respective periods presented.  Operating results for any
     interim period are not necessarily indicative of results for a full year.
     These notes do not include all the information required by generally
     accepted accounting principles.  The  interim consolidated financial
     statements should be read in conjunction with the audited financial
     statements included in the Company's Annual Report on Form 10-K for the
     year ended December 31, 1997.

(2)  Contingencies: The Company may be considered to be in violation of the
     terms of its office and laboratory sublease by not obtaining the required
     approval from the owner of the property prior to the consummation of the
     transactions with VIMRX whereby VIMRX acquired a majority holding in
     Innovir Laboratories, Inc. ("Innovir") and Innovir acquired all of the
     issued and outstanding shares of VIMRX Holdings, Ltd. ("VHL"), a wholly
     owned subsidiary of VIMRX, in December 1996. In addition, the owner of the
     property has alleged, and the Company's sublandlord disputes, that the
     sublandlord may also be in breach of its lease with the owner of the
     property. If the sublandlord is evicted, the Company would lose its right
     to occupy its current space. While the Company believes these matters may
     be resolved without a materially adverse effect on the Company's business
     or financial position, no assurance can be given as to the ultimate
     outcome.

     The Company has been served with a complaint in the United States
     Bankruptcy Court for the Southern Disctrict of New York by the Trustee for
     the Liquidation of the Business of A.R. Baron & Co., Inc. The complaint
     alleges that when the now defunct A.R. Baron repaid to Innovir a loan of
     $400,000 in February 1996, that it constituted a preference and fraudulent
     conveyance. The Trustee is seeking return of the funds. Innovir intends to
     contest the allegations in the complaint vigorously.

(3)  NASDAQ recently notified the Company that it was not in compliance with the
     new minimum bid requirement of at least $1.00 per share. The Company is now
     engaged in review procedures with NASDAQ. If after these procedures, the
     Company does not receive an exemption form the minimum bid requirement or
     has not come into compliance with the requirement, the Company's securities
     will be delisted from the NASDAQ SmallCap Market and trading, if any, is
     expected to be on the OTC Bulletin Board.

                                       7
<PAGE>
 
INNOVIR LABORATORIES, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)


(4)  Effective January 1, 1998, the Company adopted Statement of Financial
     Accounting Standards No. 130, "Reporting Comprehensive Income". This
     Statement requires that all items recognized under accounting standards as
     components of comprehensive earnings be reported in an annual financial
     statement that is displayed with the same prominence as other annual
     financial statements. This Statement also requires that an entity classify
     items of other comprehensive earnings by their nature in an annual
     financial statement. For example, other comprehensive earnings may include
     foreign currency translation adjustments, minimum pension liability
     adjustments and unrealized gains and losses on marketable securities
     classified as available-for-sale. Annual financial statement for prior
     periods will be reclassified, as required. The Company's total
     comprehensive earnings were as follows.


<TABLE>
<CAPTION>
                                                         Six Months Ended  June 30,
                                        ----------------------------------------------------------
                                                   1998                               1997
                                        -----------------------            -----------------------
<S>                                                 <C>                                <C>
Net Loss                                             $4,554,000                         $5,031,000
Foreign currency translation                              6,000                             57,000
                                        -----------------------            -----------------------
 
Comprehensive loss                                   $4,560,000                         $5,088,000
                                        =======================            =======================
</TABLE>
                                                                                

     In 1997, the Company adopted Statement of Financial Accounting Standards
     No. 128, "Earnings Per Share". Adoption of this Statement, which requires
     restatement of previously reported amounts, had no impact on prior year
     loss per share. Basic loss per share is calculated by dividing loss by the
     weighted average number of common shares outstanding during the period. For
     diluted loss per share, net loss is divided by the weighted average number
     of common and potentially diluted shares outstanding during the period.
     Potentially dilutive common shares consist of stock options and warrants
     using the treasury stock method, but are excluded if their effect is
     antidilutive.

(5)  Restructuring: Innovir is restructuring the research and development of
     its ribozyme-based technology, now being developed primarily in its
     European operations in Gottingen, Germany and Cambridge, England. Innovir
     is seeking partners or investors in the ribozyme-based technology. If new
     investors are not found, management intends to close the two sites and
     consolidate research into the New York operations.

                                       8
<PAGE>
 
Item 2.    Management's Discussion and Analysis of Financial Condition and
           ---------------------------------------------------------------
           Results of Operations
           ---------------------

      This report contains forward-looking statements which involve risks and
      uncertainties.  Such statements are subject to certain factors which may
      cause the Company's plans to differ.  Factors that may cause such
      differences include, but are not limited to, the progress of the Company's
      research and development programs, the Company's ability to obtain
      additional funds and remain on NASDAQ, the Company's ability to compete
      successfully, the Company's ability to attract and retain qualified
      personnel, the Company's ability to successfully enter into collaborations
      with third parties, the Company's ability to enter into and progress in
      clinical trials, the time and costs involved in obtaining regulatory
      approvals, the costs involved in obtaining and enforcing patents and any
      necessary licenses, the Company's ability to establish development and
      commercialization relationships, the cost of manufacturing, and those
      other risks discussed under the heading Risk Factors included in the
      Company's Form 10-K Annual Report.

      The following discussion and analysis should be read in conjunction with
      the financial statements and notes thereto contained herein and the
      Company's Annual Report on Form 10-K for the year ended December 31, 1997.

      BACKGROUND

      On December 23, 1996, Innovir, VIMRX and certain stockholders of Innovir
      ("The Aries Funds") consummated a transaction (the "Transaction") whereby
      VIMRX acquired 68% of the outstanding stock of Innovir and Innovir
      acquired all of the issued and outstanding shares of VHL, a wholly-owned
      subsidiary of VIMRX.  Innovir's acquisition of VHL and VIMRX's partial
      acquisition of Innovir have been accounted for as a purchase in accordance
      with APB Opinion No. 16, Business Combinations and Emerging Issues Task
      Force Issue No. 90-13, Accounting for Simultaneous Common Control Mergers
      ("EITF No. 90-13").  The application of APB No. 16 and EITF No. 90-13
      requires that the Transaction be accounted for as a reverse acquisition
      and accordingly, for accounting purposes, (i) VHL is deemed to be the
      acquirer and surviving entity, (ii) because Innovir is deemed to be the
      legal acquirer, VHL's historic capital accounts have been retroactively
      restated (recapitalized) to reflect Innovir's capital accounts and the
      equivalent number of shares received by VIMRX in the Transaction, (iii)
      Innovir has fair valued its assets and liabilities to the extent acquired
      by VIMRX (68%) and (iv) the assets and liabilities of VHL are carried at
      VHL's historic cost.  Since VHL is deemed to be the surviving entity, the
      statement of operations includes the operations of VHL for the period from
      January 6, 1995 (inception). The operations of Innovir are included only
      since the date of acquisition, i.e., from December 23, 1996. For
      accounting purposes, VHL assumed the name of Innovir Laboratories, Inc.
      and Subsidiaries, and, for purposes of this Quarterly Report, all
      references to the "Company" shall mean the consolidated entity consisting
      of Innovir, VHL and subsidiaries.

                                       9
<PAGE>
 
      On February 11, 1997, Innovir elected to change its fiscal year end date
      from September 30 to December 31 of each year, effective January 1, 1997.
      This change was made to conform Innovir's fiscal year end date with that
      of VHL.


      RESULTS OF OPERATIONS

      Since its inception, substantially all of the Company's resources have
      been applied to research and development, patents and licensing and other
      general and administrative matters.  The Company has no commercially
      viable therapeutic products and does not anticipate having any for several
      years. The Company is developing technology to be used as a research tool
      to facilitate determination of gene function and to validate drug targets.
      The Company has had no operating revenues to date and has sustained net
      losses since its inception.  The Company expects losses to continue for
      the foreseeable future.

      Three Month Period Ended  June 30, 1998  vs. June 30, 1997

      Research and development expenses decreased by $13,000 or 1% due to
      reduced spending for research operations by the Company in Germany offset
      by increases in the U.K. operation.

      General and administrative expenses decreased $174,000 or 23% due to a
      decrease in insurance, salaries and amortization of options and warrant
      expenses, offset by an increase in legal expenses related to patent
      prosecution.

      Amortization of goodwill relates to the asset recorded in the transaction
      with VIMRX, described under "Background" above.

      Interest income decreased $56,000 or 97% due principally to the decrease
      in the average cash balance for the three month period ended June 30, 1998
      as compared to the same period in 1997.

      Interest expense decreased due to the paydown of equipment leases.

      Six Month Period Ended June 30, 1998 vs. June 30, 1997

      Research and development expenses increased by $41,000 or 1% due to costs
      related to restructuring the Companies European operations offset by
      decreases in laboratory supplies and research agreements.

      General and administrative expenses decreased by $603,000 or 39% due to
      decreases in salaries, benefits, insurance, professional fees,
      amortization of options and warrants and various other expenses.

                                       10
<PAGE>
 
      Interest income decreased $117,000 or 89% due principally to the decrease
      in the average cash balance for the comparable periods.

      Interest expense decreased due to the paydown of equipment leases.

      LIQUIDITY AND CAPITAL RESOURCES

      As of June 30, 1998, the Company had cash and cash equivalents of
      $1,232,000 as compared to $2,159,000 at December 31, 1997.  The Company
      had working capital of $351,000 at June 30, 1998 as compared to working
      capital of $557,000 at December 31, 1997.  The decrease in cash and
      working capital positions resulted principally from cash used in
      operations ($4,595,000), purchases of equipment ($31,000), pay down of
      capital leases ($194,000) and paydown of advances and contributed capital
      from VIMRX  ($838,000) offset by sales of common stock (approximately
      $4,729,000).

      Except for payments on existing capital leases, planned operations for
      1998 currently contemplate no additional expenditures for capital assets.

      Pursuant to an agreement, dated December 31, 1997, between the Company and
      VIMRX (the "VIMRX Agreement"), the Company sold to VIMRX an aggregate of
      14,467,358 shares of the Company's Common Stock for an aggregate purchase
      price of $5,570,000.  In addition, the Company issued to VIMRX a warrant
      to purchase 1,000,000 shares of Common Stock at an exercise price per
      share of $0.394. Pursuant to the VIMRX Agreement, the Company may require,
      from time to time until December 31, 1999, that VIMRX purchase from the
      Company up to $1,430,000 of Common Stock at a purchase price per share
      equal to the lower of (i) the average closing bid price per share of
      Common Stock during the preceding fifteen (15) days and (ii) $1.30;
      provided, however, that VIMRX will not be required to so purchase any
      Common Stock in the event it ceases to own at least 50% of the outstanding
      shares of Common Stock. In the six month period ended June 30, 1998, the
      Company sold 9,386,922 shares to VIMRX under this agreement for an
      aggregate amount of $3,570,000.

      On June 30, 1998, Innovir sold 3,973,533 shares of Common Stock at the
      closing market price for the forgiveness of $1,158,947 of advances and
      payables to VIMRX.

      On August 12, 1998, the Company's Class A and B warrants expired according
      to the terms of the warrant agreements.

      The Company expects to incur substantial expenditures in the foreseeable
      future for the research and development and commercialization of its
      proposed products.  As of June  30, 1998, the Company had cash and cash
      equivalents of approximately $1,232,000. Based on current projections,
      which are subject to change (such change may be 

                                       11
<PAGE>
 
      significant), the Company's management believes that this, along with the
      funds available under the VIMRX Agreement, will be sufficient to fund its
      operations to approximately the end of this year. VIMRX has indicated that
      it may not continue to provide funding to the Company subsequent to VIMRX
      existing commitment pursuant to the VIMRX agreement. Therefore, at or
      around the end of 1998, the Company may require additional funds to remain
      in existence. The Company is currently exploring its strategic
      alternatives which may involve the sale of all or substantially all the
      stock or assets of the Company, the sale, licensing or spinning off of
      certain of the Company's technologies, the merger of the Company with
      another entity, or other alternative restructuring. In addition, the
      Company is seeking to enter into collaborative or other arrangements with
      corporate sources which may provide sources of financing. There can be no
      assurance that any additional financing can be obtained on terms
      reasonable to the Company, if at all. In the event the Company is unable
      to raise additional capital, planned operations would need to be scaled
      back or discontinued.

      The Company is developing and implementing a plan to address the Year 2000
      issue. Management does not believe that the associated costs will be
      material to the statement of operations.

                                       12
<PAGE>
 
   PART II.  OTHER INFORMATION

   Item 1.   Legal Proceedings.

        On July 2, 1998, an action was commenced against the Company in the 
   United States Bankruptcy Court for the Southern District of New York entitled
   James W. Giddens, Trustee for the Liquidation of the Business of A.R. Baron &
   Co., Inc. v. Innovir Laboratories, Inc. The complaint alleges that when the
   now defunct A.R. Baron repaid to Innovir a loan of $400,000 in February 1996,
   it constituted a preference and fraudulent conveyance. The Trustee is seeking
   return of the funds. The Company intends to contest the allegations in the
   complaint vigorously.

   Item 6.   Exhibits and Reports on Form 8-K
             --------------------------------

     (a)  Exhibits:
          ---------

          27  Financial Data Schedule.

     (b)  Reports on Form 8-K:
          ------------------- 

          None


     All other Items of this report are inapplicable.

                                       13
<PAGE>
 
                                   SIGNATURES
                                        
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


August 14, 1998

                      Innovir Laboratories, Inc.



                      By:  /s/  THOMAS R. SHARPE
                           ---------------------------------------------
                           Name:  Thomas R. Sharpe, Ph.D.
                           Title: President and Chief Executive Officer
                                  (Principal executive officer)


                      By:  /s/ Francis  M. O'Connell
                           ---------------------------------------------
                           Name:   Francis M. O'Connell
                           Title:  Chief Financial Officer
                                   (Principal financial and accounting 
                                    officer)

                                       14

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                                       <C>                     <C>
<PERIOD-TYPE>                                    6-MOS                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998             DEC-31-1997
<PERIOD-END>                               JUN-30-1998             JUN-30-1997
<CASH>                                      $1,232,000              $1,807,000
<SECURITIES>                                         0                       0
<RECEIVABLES>                                        0                       0
<ALLOWANCES>                                         0                       0
<INVENTORY>                                          0                       0
<CURRENT-ASSETS>                             1,382,000               1,953,000
<PP&E>                                       4,383,000               4,370,000
<DEPRECIATION>                               2,424,000               1,565,000
<TOTAL-ASSETS>                               4,179,000               6,022,000
<CURRENT-LIABILITIES>                        1,031,000               1,647,000
<BONDS>                                              0                       0
                                0                       0
                                     17,000                 538,000
<COMMON>                                       627,000                 235,000
<OTHER-SE>                                   2,276,000               2,970,000
<TOTAL-LIABILITY-AND-EQUITY>                 4,179,000               6,022,000
<SALES>                                              0                       0
<TOTAL-REVENUES>                                     0                       0
<CGS>                                                0                       0
<TOTAL-COSTS>                                4,515,000               5,077,000
<OTHER-EXPENSES>                              (33,000)                       0
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                              72,000                  85,000
<INCOME-PRETAX>                            (4,554,000)             (5,031,000)
<INCOME-TAX>                                         0                       0
<INCOME-CONTINUING>                                  0                       0
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<CHANGES>                                            0                       0
<NET-INCOME>                               (4,554,000)             (5,031,000)
<EPS-PRIMARY>                                   (0.12)                  (0.28)
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