UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1993 Commission file Number 0-0000 The Testfile Company (Exact name of registrant as specified in its charter.) Anytown, U.S.A. 00-0000000 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10 Main Street, Anytown, U.S.A. 00000 (Address of principal executive offices (Zip Code) Registrant's telephone number, including area code: (000) 000-0000 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 [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: Common Stock, $1 Par Value - 3,146,000 shares as of November 10, 1993. PART I. - FINANCIAL INFORMATION THE TESTFILE COMPANY STATEMENTS OF LOSS AND ACCUMULATED DEFICIT FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1993 AND 1992 (Unaudited) (Amounts in thousands, except per share data) Three months ended Nine months ended September 30 September 30 __________________ _________________ 1993 1992 1993 1992 ______ ______ ______ ______ Net Sales $ 877 $ 973 $3,215 $3,159 Cost of goods sold 935 1,025 3,013 2,900 ______ ______ ______ ______ Gross Profit(Loss) (58) (52) 202 259 Selling, general and administrative expenses 233 238 669 694 ______ ______ ______ ______ Operating Loss (291) (290) (467) (435) Interest Expense 45 39 143 117 Other expense 1 1 1 1 ______ ______ ______ ______ Net Loss (337) (330) (611) (553) Accumulated Deficit - Beginning of Period (4,448) (3,505) (4,174) (3,282) _______ _______ _______ _______ Accumulated Deficit - End of Period (4,785) (3,835) (4,785) (3,835) Loss per share $ (.11) $ (.15) $ (.22) $ (.28) <FN> See Accompanying Notes to Financial Statements TESTFILE COMPANY BALANCE SHEETS (Unaudited) (Amounts in thousands, except per share data) September 1993 December 1992 ______________ ______________ ASSETS Current Assets Cash $ 23 $ 75 Accounts receivable trade 381 481 Inventories 1,001 945 Prepaid expenses 109 137 Other current assets 6 8 ______ ______ Total Current Assets 1,520 1,646 Property, Plant and Equipment less accumulated depreciation of $5,692,700 and $5,017,700 2,811 2,590 Deferred Costs and Other Assets 5 7 ______ ______ TOTAL ASSETS (NOTE 3) 4,336 4,243 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) Current Liabilities Accounts Payable $ 262 $ 367 Accrued Compensation 24 25 Other accrued liabilities 212 202 ______ ______ Total Current Liabilities 498 594 Long Term Debt 3,800 3,750 Stockholder's Equity (Deficiency) Common stock par value $1 per share Authorized 15,000,000 shares Issued and outstanding - 3,146,000 and 2,396,000 shares 3,146 2,396 Capital in excess of par value 1,677 1,677 Accumulated deficit (4,785) (4,174) _______ _______ Total Stockholders' Equity $ 38 $ (101) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $4,336 $4,243 <FN> See Accompanying Notes to Financial Statements TESTFILE COMPANY STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1993 AND 1993 (Unaudited) (Amounts in thousands) 1993 1992 Cash Flow From Operating Activities: Loss From Operations $ (611) $ (553) _______ _______ Adjustments To Reconcile Net Income to Net Cash Provided by Operating Activities Depreciation 337 261 Increase (Decrease) From Changes: Receivables 101 134 Inventories (57) (262) Prepaid Expenses 28 (30) Other assets 4 2 Accounts payable (106) 121 Accrued compensation (1) 7 Other accrued liabilities 11 21 _______ _______ Net Cash Used In Operating Activities $ (294) $ (299) _______ _______ Cash Flow From Investing Activities: Capital expenditures $ (558) $ (503) Net Cash Used In Investing Activities $ (558) $ (503) Cash Flow From Financing Activities: Increase in Loans Other $ 800 $1,199 Decrease in Loans Bank (485) _______ _______ Net Cash Provided From Financing Activities $ 800 $ 714 _______ _______ Decrease in Cash (52) (88) Cash at Beginning of Year $ 75 $ 89 _______ _______ Cash at End of Period $ 23 $ 1 <FN> See Accompanying Notes to Financial Statements TESTFILE COMPANY NOTES TO FINANCIAL STATEMENTS September 30, 1993 Note 1. Summary of Significant Accounting Policies The accompanying financial statements, which should be read in conjunction with the financial statements of Testfile Company ("the Company") included in the 1992 Annual Report filed on Form 10-K, are unaudited but have been prepared in the ordinary course of business for the purpose of providing information with respect to the interim period. The Company believes that all adjustments (none of which were other than normal recurring accruals) necessary for a fair presentation for such periods have been included. Note 2. Loss Per Share Computation of loss per share was based on the weighted average number of shares outstanding during such periods. These amounted to 2,754,000 shares for the nine months and 3,146,000 shares for three months ending September 30, l993 and 1,995,000 shares for nine months and 2,190,000 shares for three months ending September 30, 1992. Note 3. Long Term Debt The total of loans payable to ABC Bank ("Bank") as of September 30, 1993 was $3,800,000 compared to $3,750,000 at December 31, 1992. Bank provided the Company with an additional $1,000,000 capital facility for 19xx at a rate of 5%. Of this amount $800,000 was advanced to the Company as of September 30, 19xx and the remaining $200,000 was advanced to the Company as of October 00, 19xx. On May 00, 19xx Bank exchanged $750,000 of long term debt for 750,000 shares of common stock with a par value of $1.00 per share. On October 00, 19xx, Bank provided the Company an additional $750,000 credit facility for the balance of 19xx and the year 19xx. All loans made by Bank under such facilities as well as the loans payable at December 31, 19xx and which were not exchanged are due July 00, 19xx. Notes to Financial Statements (Continued) All loans payable to Bank and future borrowings under any such credit facilities have been collateralized by the accounts receivable and machinery and equipment of the Company. Note 4. Majority Stockholder Bank presently owns approximately 85% of the Common Stock of the Company. Bank is a partnership of which the Company's President is a 60% partner and a director is a 40% partner. Note 5. Inventory Inventories at September 30, 1993 and December 31, 1992 consisted of the following: September 30, 1993 December 31, 1992 Finished Goods $856,000 $738,000 Raw Materials 145,000 207,000 __________ ________ Total $1,001,000 $945,000 Note 6. Subsequent Events A. On October 00, 19xx Bank provided the Company an additional $750,000 credit facility for the balance of 19xx and the year 19xx. B. Since September 30, 19xx, the Company utilized an additional $325,000 of the credit facilities provided by Bank of which $125,000 was borrowed under the October facility. TESTFILE COMPANY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS September 30, 1993 Liquidity and Capital Resources The Company's working capital decreased by $30,000 in the first nine months of 1993 compared to an increase of $771,000 for the same period in 1992. The increase in working capital for the nine months ended September 30, 1992, was primarily due to the change of current loans payable to long term debt. The decrease in working capital for the nine months ended September 30, 1993 is primarily due to the decrease in accounts receivable and cash. The total of loans payable to Bank as of September 30, 1993, was $3,800,000 compared to $3,750,000 at December 31, 1992. Bank provided the Company with an additional $1,000,000 working capital facility for 19xx at rate of 5%. Of this amount, $800,000 was advanced to the Company as of September 30, 19xx and the remaining $200,000 was advanced to the Company as of October 00, 19xx. The current borrowings were utilized for capital expenditures and operations. On May 00, 19xx, Bank exchanged $750,000 of long term debt for 750,000 shares of common stock with a par value of $1.00 per share. On October 00, 19xx, Bank provided the Company an additional $750,000 credit facility for the balance of 19xx and the year 19xx. All loans made by Bank under this facility as well as the loans payable at December 31, 19xx and which were not exchanged are due July 00, 19xx. All loans payable to Bank and future borrowings under any such credit facilities have been collateralized by the accounts receivable and machinery and equipment of the company. The additional funds required for operations and capital expenditures were funded by long term loans from Bank. Bank is a partnership of which the Company's President is a 60% partner and a director is a 40% partner. The Company's capital expenditures in 19xx will be for additional equipment to increase and improve the Company's production capabilities and environmental improvements. Results of Operations Net sales for the first nine months of 1993 were $3,215,000, an increase of $56,000, or 2% over the same period in 1992. This increase in sales was primarily achieved in the first quarter 1993. The increase in net sales for the nine month period ending September 30, 1993 was primarily due to increased sales of pharmaceutical intermediates partially offset by a decrease in Photo/Film Chemical Sales. The operating loss for the first nine months of 1993 increased to $467,000 compared with a loss of $435,000 for the same period in 1992. This increased operating loss was primarily a result of an increase in the cost of goods sold of $113,000 or 3.8%, without a corresponding increase in sales. The increase in cost of goods sold is primarily due to the increase in the cost of manufacturing. The operating loss for the three months ended September 30, 1993 and selling , general and administrative expenses for the three and nine months ending September 30, 1993 remained substantially unchanged from the same period in 1992. Interest expense for the first nine months increased $26,000 compared to the same period in 1992. Interest expense for the three months ending September 30, 1993, increased $6,000 compared to the same period in 1992. The increase in interest expense was primarily due to higher loan balances. Financial Accounting Standard No. 96 "Accounting for Income Taxes" which requires that no later than 19xx, companies change from the deferred method to the liability method of accounting for income taxes, has not been adopted by the Company for 19xx. Implementation of the Standard is not expected to have any material affect on the Company's financial condition or results of operations. PART II - OTHER INFORMATION Item #6 Exhibits and Reports on Form 8-K a. Exhibits Exhibit 27. Financial Data Schedule B. Reports on Form 8-K No reports have been filed on Form 8-K during this quarter. TESTFILE COMPANY SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly cause this report to be signed on its behalf by the undersigned thereunto duly authorized. TESTFILE COMPANY Registrant November 10, 1993 Sam S. Smith Date Sam S. Smith Principal Financial Officer November 10, 1993 James J. Jones Date James J. Jones Principal Executive Officer