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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
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 Number: 1-11765
MEDJET INC.
(Exact name of Small Business Issuer as Specified in its Charter)
DELAWARE 22-3283541
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1090 KING GEORGES POST ROAD, SUITE 301
EDISON, NEW JERSEY 08837
(Address of Principal Executive Offices)
(908) 738-3990
(Registrant's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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. [ x ]
Yes [ ] No
Common Stock, par value $.001 per share, outstanding as of July 31,
1997: 3,674,930 shares.
Units, each consisting of one share of Common Stock and one warrant
to purchase one share of common stock, outstanding as of July 31, 1997:
41,023 Units
Transitional Small Business Disclosure format: [ ] Yes [ x ] No
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<PAGE>
MEDJET INC.
INDEX
<TABLE>
<CAPTION>
PAGE NO.
PART I. FINANCIAL INFORMATION
<S> <C> <C>
ITEM 1. Financial Statements
Condensed Interim Balance Sheet as of June 30, 1997 (Unaudited)....................... 3
Condensed Interim Statements of Operations for the Three and Six Months Ended
June 30, 1997 and 1996 and the Period from December 13, 1993 (Date of
Inception), to June 30, 1997 (Unaudited) ............................................. 4
Condensed Interim Statements of Cash Flows for the Six Months Ended June 30,
1997 and 1996 and the Period from December 16, 1993 (Date of Inception), to
June 30, 1997 (Unaudited) ............................................................ 5
Notes to Condensed Interim Financial Statements (Unaudited)........................... 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................................ 8
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security-Holders .................................. 10
ITEM 6. Exhibits and Reports on Form 8-K...................................................... 10
SIGNATURES.............................................................................................. 11
</TABLE>
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<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MEDJET INC.
(A Development Stage Company)
Condensed Interim Balance Sheet
June 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
ASSETS LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C>
CURRENT ASSETS: CURRENT LIABILITIES:
Cash and cash equivalents $ 2,838,269 Accounts payable $ 159,934
Prepaid expenses 34,497 Income taxes payable 150
----------- ------------
2,872,766 Total Liabilities 160,084
----------- ------------
PROPERTY, PLANT & EQUIPMENT - STOCKHOLDERS' EQUITY:
- ------------------------------ ---------------------
Less accumulated depreciation of $137,661 193,485 Common stock, $.001 par value, 7,000,000
---------- shares authorized 3,682,455 shares
issued and 3,648,666 shares outstanding 3,682
ORGANIZATION COSTS -
- ---------------------
Less accumulated amortization of $23,875 13,512 Preferred stock, $.01 par value, 1,000,000
---------- shares authorized, no shares issued -
PATENTS AND TRADEMARKS - Additional paid-in capital 4,870,880
- -------------------------
Less accumulated amortization of $4,351 67,771 Accumulated deficit (including deficit accumulated
----------- during development stage of $2,643,218 of which
SECURITY DEPOSITS 7,650 $1,556,211 was applied to additional paid-in capital
- ----------------- ----------- upon conversion from an "S" to a "C" corporation) (930,975)
DEFERRED TAX ASSET 946,787 Less: Treasury stock, 33,789 shares, at cost (1,700)
- ------------------ ----------- -----------
3,941,887
Total Stockholders' Equity -----------
Total Assets 4,101,971 Total Liabilities and Stockholders' Equity $ 4,101,971
============ ===========
See Notes to the Condensed Interim Financial Statements.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
MEDJET INC.
(A Development Stage Company)
Condensed Interim Statements of Operations
For The Three and Six Months Ended June 30, 1997 and 1996
And The Period From December 16, 1993 (Date of Inception), to June 30, 1997
(Unaudited)
Period from
Three Months Ended Six Months Ended December 16,
JUNE 30, JUNE 30, 1993 (INCEPTION) TO
----------------------------- ---------------------------- ------------------
1997 1996 1997 1996 JUNE 30, 1997
----------- ----------- ----------- ---------- ------------------
REVENUES:
<S> <C> <C> <C> <C> <C>
Net Sales ................................ $ -- $ -- $ -- $ -- $ --
Cost of Sales ............................ -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Gross Profit ............................. -- -- -- -- --
----------- ----------- ----------- ----------- -----------
EXPENSES:
Research, development,
general and administrative ............. 690,283 288,176 1,280,219 455,382 3,588,119
----------- ----------- ----------- ----------- -----------
Total costs and expenses ................. 690,283 288,176 1,280,219 455,382 3,588,119
----------- ----------- ----------- ----------- -----------
Loss from operations ..................... (690,283) (288,176) (1,280,219) (455,382) (3,588,119)
OTHER INCOME (EXPENSE):
Interest income .......................... 42,554 -- 91,694 -- 193,659
Interest expense ......................... (2,525) (10,662) (5,794) (16,030) (37,862)
----------- ----------- ----------- ----------- -----------
40,029 (10,662) 85,900 (16,030) 155,797
----------- ----------- ----------- ----------- -----------
LOSS BEFORE PROVISION
FOR (BENEFIT FROM)
INCOME TAX ................. (650,254) (298,838) (1,194,319) (471,412) (3,432,322)
Provision for (Benefit from)
income tax ................. (807,287) -- (946,787) 151 (946,137)
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) .............. $ 157,033 $ (298,838) $ (247,532) $ (471,563) $(2,486,185)
=========== =========== =========== =========== ===========
Net Income (Loss) Per Share ......... $ 0.04 $ (0.12) $ (0.07) $ (0.19) $ (0.93)
=========== =========== =========== =========== ===========
Weighted Average Common
Shares Outstanding ............. 3,648,666 2,450,312 3,648,666 2,450,312 2,686,256
=========== =========== =========== =========== ===========
See Notes to the Condensed Interim Financial Statements.
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
MEDJET INC.
(A Development Stage Company)
Condensed Interim Statements of Cash Flows
For The Six Months Ended June 30, 1997 and 1996
And The Period From December 16, 1993 (Date of Inception), to June 30, 1997
(Unaudited)
Period from
For the Six Months Ended December 16,
June 30, 1993 (Inception) tO
-----------------------------
1997 1996 June 30, 1997
----------- ---------- ---------------
<S> <C> <C> <C>
Cash Flows from Operating Activities ...................................... $(1,166,111) $ (430,165) $(3,142,499)
Cash Flows from Investing Activities ...................................... (72,605) (31,466) (448,305)
Cash Flows from Financing Activities ...................................... (165,000) 465,000 6,429,073
----------- ------------ -----------
Net Increase (Decrease) in Cash and Cash Equivalents ...................... (1,403,716) 3,369 2,838,269
Cash and Cash Equivalents - Beginning of Period ............... 4,241,985 57,678 --
----------- ----------- -----------
Cash and Cash Equivalents - End of Period ..................... $ 2,838,269 $ 61,047 $ 2,838,269
=========== =========== ===========
Supplemental Disclosures of Cash Flow Information:
Cash Paid During the Period for Income Taxes .................. $ -- $ -- $ 450
=========== =========== ===========
Cash Paid During the Period for Interest Expense .............. $ 12,961 $ -- $ 37,896
=========== =========== ===========
See Notes to the Condensed Interim Financial Statements.
</TABLE>
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<PAGE>
MEDJET INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE
CONDENSED INTERIM FINANCIAL STATEMENTS
NOTE A - NATURE OF ORGANIZATION AND BASIS OF PRESENTATION:
NATURE OF ORGANIZATION:
Medjet Inc. (the "Company") is a development stage company
incorporated in the State of Delaware on December 16, 1993.
The Company was organized as a medical device company with the
goal of developing, manufacturing and selling new cutting,
drilling, layer removal and shaping tools for a variety of
surgical procedures. The core technology is based on
small-diameter, fluid or ice jets moving at high speeds. The
Company believes that such jets will bring new surgical
capability and performance to the clinic or operating room.
The initial product area is devices for surgical use in
ophthalmology.
BASIS OF PRESENTATION:
The Condensed Interim Financial Statements included herein
have been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures
normally included in financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted pursuant to such rules and
regulations.
The Condensed Interim Financial Statements included herein
reflect, in the opinion of management, all adjustments
(consisting primarily only of normal recurring adjustments)
necessary to present fairly the results for the interim
periods. The results of operations for the three and six month
periods ended June 30, 1997 are not necessarily indicative of
results to be expected for the entire year ending December 31,
1997.
NOTE B - INITIAL PUBLIC OFFERING:
On August 14, 1996, the Company consummated its initial public
offering (the "Offering") and, accordingly, issued and sold to
the public 1,071,429 Units (the "Units"), each Unit consisting
of one share of common stock, $.001 par value, of the Company
(the "Common Stock"), and one redeemable Common Stock Purchase
Warrant (the "Warrants") to purchase one share of Common Stock
at $10.00 for a period of 24 months commencing on November 6,
1996. The Units
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<PAGE>
became separable on November 6, 1996 and the Common Stock and
the Warrants began trading on November 8, 1996.
In conjunction with an option granted to the underwriter of
the Offering to purchase additional Units solely to cover
over-allotments from the Offering, the Company issued and sold
an additional 160,714 Units on September 13, 1996.
The proceeds from these transactions (amounting to
approximately $6 million) were used, in part, to repay
outstanding indebtedness of approximately $550,000 and legal,
accounting and other expenses (totaling approximately
$500,000) associated with the Offering; the balance (to be
used to fund future operations, research and development) was
invested in short-term money market instruments.
In connection with the Offering, the Company increased the
number of shares of Common Stock it is authorized to issue to
7,000,000 and, immediately prior to the Offering, effected a
1.987538926-to-1 stock split of the then outstanding Common
Stock.
NOTE C - NET INCOME (LOSS) PER SHARE:
Net income (loss) per share is computed by dividing net income
(loss) by the weighted average number of shares of Common
Stock outstanding during the period, after giving effect to
the 1.987538926-to-1 stock split of the Common Stock explained
above. Common stock equivalents have not been included in this
computation as the effect would be anti-dilutive.
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS FORWARD-LOOKING STATEMENTS WITHIN
THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. ACTUAL RESULTS,
EVENTS AND CIRCUMSTANCES COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN SUCH
STATEMENTS DUE TO VARIOUS FACTORS.
GENERAL
Medjet Inc. (the "Company"), formed in December, 1993, is engaged in the
research and development of medical technology, with an initial emphasis on
corneal surgical technology and equipment. The Company is a development stage
company.
RESULTS OF OPERATIONS
The Company has not yet initiated sales of its products and, consequently, had
no revenues during the three months or six months ended June 30, 1997.
Total costs and expenses during the three months ended June 30, 1997 increased
by $402,107 (140%) to $690,283 from $288,176 for the comparable period of 1996.
This was primarily due to the net increase in staff (from ten full-time and one
part-time employees to sixteen full-time employees) and an increase in
professional fees and consultant costs as the Company continued its research and
development activities. Expenses were also higher during the 1997 period due to
increased purchases for materials, testing and analysis and higher occupancy
costs (reflecting additional office and laboratory space assumed on April 1,
1996 and January 1, 1997).
During the six months ended June 30, 1997, total costs and expenses increased by
$824,837 (181%) to $1,280,219 from $455,382 for the comparable period of 1996,
generally for the same reasons as during the three-month period.
Other income and expense for the three months ended June 30, 1997 shows net
interest income of $40,029 compared to a $10,662 expense for the comparable
period of 1996. This reflects interest income earned on the Company's short-term
investments, reduced by interest charges on short-term loans made to the Company
during 1996. These loans were substantially repaid during the three months ended
September 30, 1996 (more fully described under the caption, "Initial Public
Offering," following).
For the six months ended June 30, 1997, other income and expense shows net
interest income of $85,900 compared to interest expense of $16,030 for the
comparable period of 1996, for the same reasons as during the three-month
period.
-8-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
From its inception until its initial public offering (the "Offering"), the
Company's liquidity requirements were met through private sales of the Company's
common stock. During the fourth quarter of 1995, in order to continue to fund
its operations, the Company obtained five loans from its president in the
aggregate amount of $150,000. Additional loans were obtained during 1996 from
two of the Company's directors ($50,000 from each such director during the first
quarter), from the Company's president ($165,000 during the second quarter),
and, in connection with the Offering, from an affiliate of the underwriter of
the Offering ($100,000 during each of the first and second quarters). During the
third quarter of 1996, prior to the Offering, an additional $100,000 was
borrowed from a stockholder of the Company. All loans made by persons other than
the Company's president were repaid during the third quarter of 1996, following
the Offering. All loans (except for two loans totalling $165,000) made by the
Company's president were repaid during the fourth quarter of 1996; the remaining
loans were repaid during the second quarter of 1997.
As a result of the Offering, the Company's liquidity position improved
significantly. The Company anticipates that its current cash and cash
equivalents, as well as projected cash flows from operations, will be sufficient
to cover working capital and capital equipment needs for at least the next
twelve months.
INITIAL PUBLIC OFFERING
On August 14, 1996, the Company consummated the Offering and, accordingly,
issued and sold to the public 1,071,429 Units (the "Units"), each Unit
consisting of one share of common stock, $.001 par value of the Company (the
"Common Stock"), and one redeemable Common Stock Purchase Warrant (the
"Warrants") to purchase one share of Common Stock at $10.00 for a period of 24
months commencing on November 6, 1996. The Units became separable on November 6,
1996 and the Common Stock and the Warrants began trading on November 8, 1996.
In conjunction with an option granted to the underwriter of the Offering to
purchase additional Units solely to cover over-allotments from the Offering, the
Company issued and sold an additional 160,714 Units on September 13, 1996.
The proceeds from these transactions (amounting to approximately $6 million)
were used, in part, to repay outstanding indebtedness of approximately $550,000
and legal, accounting and other expenses (totaling approximately $500,000)
associated with the Offering; the balance (to be used to fund future operations,
research and development) was invested in short-term money market instruments.
In connection with the Offering, the Company increased the number of shares of
Common Stock it is authorized to issue to 7,000,000 and, immediately prior to
the Offering, effected a 1.987538926-to-1 stock split of the then outstanding
Common Stock.
-9-
<PAGE>
PART II - OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
On June 27, 1997, the Company held its annual meeting of stockholders
in Edison, New Jersey.
(a) The stockholders elected the following directors with correspon-
ding votes for and withheld:
<TABLE>
<CAPTION>
Number of Number of
Director Shares Voted For Shares Withheld
<S> <C> <C>
Eugene I. Gordon 3,273,104 2,115
Sanford J. Hillsberg 3,273,304 1,915
Robert G. Donovan 3,273,304 1,915
James J. Bialek 3,273,304 1,915
</TABLE>
(b) The stockholders voted to amend the Company's 1994 Stock Option
Plan to increase the number of shares of Common Stock authorized for issuance
thereunder by 200,000 (after giving effect to the 1.987538926-for-1 stock split
of the Common Stock effected on August 2, 1996), with the following votes for,
against and abstained:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAINED
<S> <C> <C> <C>
2,354,073 41,320 4,150
</TABLE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
27. Financial Data Schedule
(b) REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the quarter for which this
Quarterly Report on Form 10-Q is filed.
-10-
<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.
Dated: August __, 1997
MEDJET INC.
--------------------------------------------
(Registrant)
/S/ EUGENE I. GORDON
--------------------------------------------
Eugene I. Gordon
President and Chief Executive Officer
/S/ THOMAS M. HANDSCHIEGEL
--------------------------------------------
Thomas M. Handschiegel
Chief Financial Officer and Chief Accounting Officer
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the June 30,
1997 (unaudited) financial statements of Medjet Inc. and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,838,269
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,872,766
<PP&E> 331,146
<DEPRECIATION> 137,661
<TOTAL-ASSETS> 4,101,971
<CURRENT-LIABILITIES> 160,084
<BONDS> 0
0
0
<COMMON> 3,682
<OTHER-SE> 3,938,205
<TOTAL-LIABILITY-AND-EQUITY> 4,101,971
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,280,219
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,794
<INCOME-PRETAX> (1,194,319)
<INCOME-TAX> (946,787)
<INCOME-CONTINUING> (247,532)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (247,532)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
