-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JiQWuZ3taKqw1U3uSgizGmjuDROGMiw5GZO5vBTyjzDwWoZigtjYz6ajK5MsvBC6 gapU1+dYD9DRy5IiTsb7pA== 0000950129-03-005974.txt : 20031204 0000950129-03-005974.hdr.sgml : 20031204 20031204151804 ACCESSION NUMBER: 0000950129-03-005974 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031204 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERDISYS INC CENTRAL INDEX KEY: 0001141197 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 223755993 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-64122 FILM NUMBER: 031037686 BUSINESS ADDRESS: STREET 1: 11650 IBERIA PL SUITE 201 CITY: SAN DIEGO STATE: CA ZIP: 92128 BUSINESS PHONE: 8586181085 MAIL ADDRESS: STREET 1: 11650 IBERIA PLACE SUITE 201 CITY: SAN DIEGO STATE: CA ZIP: 92128 8-K 1 h11080e8vk.txt VERDISYS, INC. - DATED 12/4/2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 4, 2003 VERDISYS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 333-64122 22-3755993 (STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION)
25025 I-45 NORTH, SUITE 525 THE WOODLANDS, TEXAS 77380 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE) (281) 364-6999 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) ITEM 7. EXHIBITS Exhibit 99.1 -- Press Release dated December 4, 2003. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On December 4, 2003, the Registrant issued a press release, as set forth in Exhibit 99.1 hereto. 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 hereunto duly authorized. VERDISYS, INC. Date: December 4, 2003. By: /s/ Andrew Wilson -------------------------------- Andrew Wilson Chief Financial Officer EXHIBIT INDEX Exhibit Number Description ------- ------------ 99.1 Press Release dated December 4, 2003. EX-99.1 3 h11080exv99w1.txt PRESS RELEASE DATED DECEMBER 4, 2003 EXHIBIT 99.1 VERDISYS, INC. ANNOUNCES RESULTS FOR THE QUARTER ENDED SEPTEMBER 30, 2003 Houston, Texas - December 4, 2003: VERDISYS, INC. of Houston, Texas, (OTCBB: VDYS.OB - News) a leading provider of patented lateral drilling oil services and satellite solutions for energy production enhancement today announced the restated results for the quarter ended September 30, 2003. The results have been restated from the Company's Quarterly report on Form 10-QSB for the quarter ended September 30, 2003 which was filed on November 19, 2003 to reflect the Company's determination that certain revenues have been deferred until paid. Such deferrals are reflected in the financial results which are included in Amendment No. 2 on Form 10-QSB/A filed today. The Company had $524,824 in revenues and an operating loss of $759,393 for the quarter ended September 30, 2003 as compared to revenues of $20,509 and an operating loss of $593,177 for the quarter ended September 30, 2002. The significant increase in revenues for the three months ended September 30, 2003 was due to lateral drilling services utilizing the patented lateral drilling technology for the first full quarter. Higher operating margins for the quarter ended September 30, 2003 compared with the prior year were offset by increased spending on selling, general and administrative expense. For the nine months ended September 30, 2003, the Company had $919,115 in revenues and an operating loss of $2,421,337 as compared to revenues of $227,332 and an operating loss of $1,452,144 for the quarter ended September 30, 2002. The increase in revenues for the nine months ended September 30, 2003 was due primarily to lateral drilling services provided utilizing the patented lateral drilling technology. There were no comparable revenues in 2002 as the license to the lateral drilling technology was acquired in April 2003. Operating loss increased for the nine months ended September 30, 2003 due to the impairment of certain software the Company acquired for $1,000,000 which was written down during the year, offset by higher gross margins from the lateral drilling services. Dan Williams, Chief Executive Officer of Verdisys, said, "The Company achieved record revenues and gross margins for the quarter as our lateral drilling service business started to contribute to the Company's results. We are disappointed we failed to achieve profitability in the quarter due to the deferral of a significant amount of revenue and associated margins. In the final quarter of the fiscal year we are focusing on realizing the deferred revenue from our existing customers, diversifying our customer base for lateral drilling services to medium to large scale natural gas providers and continuing to strengthen the Company's balance sheet." STATEMENTS OF OPERATIONS Three and Nine Months Ended September 30, 2003 and 2002 (Unaudited)
Three Months Nine Months Ended September 30, Ended September 30, -------------------------------- --------------------------------- 2003 2002 2003 2002 (Restated) (Restated) ----------- ----------- ----------- ----------- Revenue Third parties $ 524,824 $ 20,509 $ 859,115 $ 227,332 Related party 60,000 ----------- ----------- ----------- ----------- Total revenue 524,824 20,509 919,115 227,332 ----------- ----------- ----------- ----------- Cost of services provided 432,021 28,107 774,085 225,562 Selling, general & administrative 770,119 581,992 1,897,811 1,445,467 Depreciation & amortization 62,078 3,587 108,792 8,477 Bad debts 19,999 19,999 Impairment 1,000,000 Debt forgiveness income (460,235) ----------- ----------- ----------- ----------- Total operating expenses 1,284,217 613,686 3,340,452 1,679,506 ----------- ----------- ----------- ----------- Operating loss (759,393) (593,177) (2,421,337) (1,452,174) ----------- ----------- ----------- ----------- Other expense Interest expense 43,167 38,926 140,006 101,804 ----------- ----------- ----------- ----------- NET LOSS $ (802,560) $ (632,103) $(2,561,343) $(1,553,978) =========== =========== =========== =========== Basic and diluted net loss per share $(.03) $(.05) $(.12) $(.11) Weighted average shares outstanding 26,783,077 13,553,139 21,491,391 13,553,139
VERDISYS, INC. BALANCE SHEETS
(Unaudited) (Restated) September 30, December 31, 2003 2002 ------------- ------------ ASSETS Current Assets Cash $ 200,501 $ 135 Accounts receivable, net of allowance for doubtful accounts of $0 and $22,352 1,575,236 10,402 Accounts receivable from related party 337,500 Employee advances 42,620 Other current assets 25,468 ------------ ------------ Total Current Assets 2,138,705 53,157 ------------ ------------ Property and equipment, net of accumulated depreciation of $43,153 and $41,833 372,135 3,755 License, net of accumulated amortization of $107,473 4,917,528 ------------ ------------ Total Assets $ 7,428,368 $ 56,912 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities Accounts payable $ 294,763 $ 1,562,339 Accrued expenses 910,186 905,461 Deferred revenue 1,409,977 56,180 Notes payable to stockholders 204,106 1,579,562 Note payable on license 2,020,404 ------------ ------------ Total Current Liabilities 4,839,436 4,103,542 Deferred revenue, less current portion 272,751 80,367 ------------ ------------ Total Liabilities 5,112,187 4,183,909 ------------ ------------ Commitments & Contingencies Stockholders' Equity (Deficit) Convertible preferred stock, no par value, 40,000,000 shares authorized Series B, none and 1,410,000 issued and outstanding 705,000 Common stock, $.001 par value, 60,000,000 shares authorized, 28,369,486 and 13,553,139 shares issued and outstanding 28,369 13,553 Additional paid in capital 15,793,629 6,098,924 Accumulated deficit (13,505,817) (10,944,474) ------------ ------------ Total Stockholders' Equity (Deficit) 2,316,181 ( 4,126,997) ------------ ------------ Total Liabilities and Stockholders' Equity (Deficit) $ 7,428,368 $ 56,912 ============ ============
About Verdisys, Inc. Verdisys, Inc. provides proprietary oil services and solutions for Energy Production Enhancement including patented Lateral Drilling Technologies and secure Satellite Communications. In the U.S. and Canada, Verdisys provides oil and gas companies with a patented lateral drilling service utilizing specially fabricated mobile drilling rigs. These services have had more than a decade of proven success in dramatically increasing the production of oil and gas wells. Verdisys has developed unique, high quality and cost effective satellite communication capabilities that provide Energy Companies access to remote sites. The Company's key focus is on monitoring and control of applications involving SCADA (Supervisory Control and Data Acquisition) implementations in the areas of oil and gas exploration, production, power distribution and other energy management applications. For more information visit www.verdisys.com or call 281-364-6999 Safe Harbor Statement Statements in this release that are not historical, are forward looking and involve known and unknown risks and uncertainties, which may cause Verdisys' actual results in future periods to be materially different from any future performance that may be suggested in this release. Such factors may include, but are not limited to, the need to raise equity capital, the ability to obtain equity financing on acceptable terms, if at all, a severe worldwide slowdown in the energy services sector, working capital constraints, fluctuations in customer demand and commitments, fluctuation in quarterly results due to the timing of orders and our capacity to fulfill them, introduction of new services, commercial acceptance and viability of new services, cancellations of orders without penalties, pricing and competition, reliance upon subcontractors, the ability of Verdisys' customers to finance their purchases of Verdisys'services, the timing of new technology and product introductions, and the risk of early obsolescence. CONTACT: Company Contact: Andrew Wilson, Chief Financial Officer, Verdisys, Inc. (510)-749-0836 or awilson@verdisys.com Investor Contact: John Liviakis, Liviakis Financial Communications, Inc. (415)-389-4670 or john@liviakis.com Media Contact: Sinan Kanatsiz, Account Executive, K-Comm, Inc. (949)-443-9300 or sinan@kanatsiz.com -----END PRIVACY-ENHANCED MESSAGE-----