SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER PERIOD ENDED JUNE 30, 1995, 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 0-13873 DIMENSIONAL MEDICINE, INC. (Exact name of registrant as specified in its charter) Minnesota 41-1431387 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 10901 Bren Road East Minnetonka, Minnesota 55343 (Address of principal executive offices) (Zip Code) (612) 938-8280 (Registrant's telephone number, including area code) Not Applicable Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) or the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods 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, $.15 Par Value--32,533,460 shares as of August 10, 1994 PART I. FINANCIAL INFORMATION Item 1. Financial Statements DIMENSIONAL MEDICINE, INC. BALANCE SHEET (unaudited) June 30, March 31, 1995 1995 ASSETS (In thousands) CURRENT ASSETS Cash and cash equivalents $ 25,711 $ 71,215 Accounts receivable 1,416,511 1,651,853 Lease receivables 113,724 111,960 Tax benefit receivable 68,875 172,044 Inventories 257,118 186,720 Other current assets 47,939 119,126 TOTAL CURRENT ASSETS 1,929,878 2,312,918 Software 462,881 470,893 Long-term lease receivables 260,106 284,876 Property, plant and equipment 2,368,921 2,335,358 Less: Accumulated depreciation and amortization (2,086,435) (2,060,015) 282,486 275,343 TOTAL ASSETS $ 2,935,351 $ 3,344,030 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Note payable to bank $ 500,000 $ 500,000 Accounts payable 406,806 433,757 Accrued expenses 518,619 573,970 Accounts payable due to National Computer 72,665 78,785 Systems, Inc. Deferred revenues 106,850 164,269 Customer deposits 16,205 59,715 Current portion-note payable to National Computer Systems, Inc. 701,831 200,000 Current portion of other note payable 98,182 96,173 TOTAL CURRENT LIABILITIES 2,421,158 2,106,669 Notes Payable to National Computer Systems, Inc. -- 655,000 Income tax payable to National Computer Systems, Inc. 60,670 68,875 Other note payable 232,579 257,891 Capital lease obligations 12,045 2,287 Long-term rental abatement 8,891 35,561 STOCKHOLDERS' EQUITY (DEFICIT) Common Stock, issued and outstanding 32,533,460 shares 4,880,019 4,880,019 Additional paid-in capital 8,633,407 8,633,407 Retained-earnings deficit (deduction) (13,313,418) (13,295,679) TOTAL STOCKHOLDERS' EQUITY 200,008 217,747 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,935,351 $ 3,344,030 See Notes to Financial Statements (unaudited). DIMENSIONAL MEDICINE, INC. STATEMENT OF OPERATIONS (Unaudited) Three Months Ended June 30, 1995 1994 REVENUES Net sales $ 607,439 $ 730,735 Customer maintenance and support 559,558 625,961 1,166,997 1,356,696 COSTS AND EXPENSES Cost of products sold 239,597 216,200 Cost of maintenance and support provided 125,866 243,116 Customer support costs 236,368 228,643 Research, development and engineering 274,778 268,802 Selling, general and administrative 291,395 282,238 1,168,004 1,238,999 OPERATING INCOME (LOSS) (1,007) 117,697 OTHER INCOME (EXPENSE) Interest and other income (expense) 9,698 11,251 Interest expense (32,135) (24,442) (22,437) (13,191) INCOME (LOSS) BEFORE INCOME TAXES (23,444) 104,506 Income tax provision (benefit) (5,705) 40,235 NET INCOME (LOSS) $ (17,739) $ 64,271 NET INCOME (LOSS) PER SHARE $ (.001) $ .002 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING DURING THE PERIOD 32,553,460 32,553,460 See Notes to Financial Statements (unaudited). DIMENSIONAL MEDICINE, INC. STATEMENT OF CASH FLOWS (Unaudited) Three Months Ended June 30, 1995 1994 OPERATING ACTIVITIES Net income (loss) $ (17,739) $ 64,271 Adjustments to reconcile to net cash provided by (used in) operating activities: Depreciation and amortization 71,924 67,030 Changes in operating assets and liabilities: (Increase) decrease in accounts receivable 361,517 87,000 (Increase) decrease in inventories and other current assets 789 (37,151) Increase (decrease) in accounts payable and accrued expenses (100,226) (146,381) Other (127,599) 371,777 NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES 188,666 406,546 INVESTING ACTIVITIES Purchases of property, plant, and equipment (16,255) (42,243) Capitalization of software development costs (37,492) (44,377) NET CASH USED IN INVESTING ACTIVITIES (53,747) (86,620) FINANCING ACTIVITIES Net bank line of credit borrowings -- (279,000) Principal payments on notes payable and capital lease obligations (180,423) (16,693) NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (180,423) (295,693) INCREASE (DECREASE) IN CASH (45,504) 24,233 CASH AT BEGINNING OF PERIOD 71,215 39,623 CASH AT END OF PERIOD $ 25,711 $ 63,856 See Notes to Financial Statements (unaudited). DIMENSIONAL MEDICINE, INC. NOTES TO FINANCIAL STATEMENTS (Unaudited) NOTE A - The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10Q and, therefore, do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made. The results of operations for the period ended June 30, 1995 are not necessarily indicative of the operating results that may be expected for the entire fiscal year ending March 31, 1996. For further information, refer to the financial statements and footnotes included in the Company's Annual Report on Form 10K for the year ended March 31, 1995. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Revenues The Company reported net sales of $607,439 for the quarter ended June 30, 1995, vs. $730,735 for the same quarter of the prior fiscal year. The decline came primarily in the area of hardware sales. Customer maintenance and support also decreased (10.6%) in the first quarter when compared to the first quarter of fiscal 1995. The bulk of the change resulted from continuing declines in revenues related to a contract with the U.S. Government under which the Company provided maintenance and support services to various military hospitals. Although the contract expired on September 30, 1994, three hospitals contracted directly with the Company for continued services. These contracts will be phasing out through March 31, 1996. Costs and Expenses The cost of products sold increased $23,397 in the three-month period ended June 30, 1995, vs. the prior year. This reflected, in part, increased amortization of software and inventory. Third-party software also represented a larger percentage of costs in the quarter. The result was a 10.8% decline in gross margin from quarter to quarter. The cost of maintenance and support (direct costs of support incurred with third-party vendors) declined by $117,250 (48.2%) in the first quarter. This decline is consistent with the reduced revenues associated with the U.S. Government contract referenced above. The costs related to Maxifile hardware maintenance also declined, reflecting the continuing replacement of outdated hardware at customer sites with new hardware that is less expensive to maintain. The result was an increase in direct margin on customer maintenance and support revenues of $50,847. The combined total of all other operating expenses (customer support costs; research, development and engineering; selling, general and administrative) increased nominally from $779,683 in the three-month period ended June 30, 1994, to $802,541 in the same period ended June 30, 1995. There were no single significant expense categories contributing to the increase. Interest expense for the quarter was up $7,693 (31.5%), reflecting increased line of credit borrowings as well as a higher comparative interest rate. Liquidity and Capital Resources The Company reported a working capital deficit of $491,280 at June 30, 1995, vs. working capital of $206,653 at March 31, 1995. The decline resulted from the reclassification of the long-term portion of the note payable to National Computer Systems ($501,831) to current liabilities. The unpaid principal amount of the note is payable in a lump sum on April 30, 1996. The Company relies on cash flow from operations and a $500,000 bank line of credit to fund its operating cash needs. Management of cash and control of costs continue to be top priorities. The Company remains dependent on the continuing financial support of NCS, who currently guarantees the Company's borrowings under its line of credit with a bank and other long-term borrowings. Funds generated from operations and funds available from the Company's line of credit facility are expected to be adequate to meet current cash requirements. The company and NCS continue to seek strategic alliances with corporate partners to enhance cash flow and/or sources of additional capital. The Company does not have any material commitments for the acquisition of long-term assets. The impact of inflation on the company is not significant. PART II OTHER INFORMATION Item 1. Legal Proceedings Not Applicable Item 2. Changes in Securities Not Applicable Item 3. Defaults upon Senior Securities Not Applicable Item 4. Submission of matters to a vote of Security Holders Not Applicable Item 5. Other information Not Applicable Item 6. Exhibits and Reports on Form 8-K The following exhibits are included herein: None The Company did not file any reports on Form 8-K during the three months ended June 30, 1994. 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. Dimensional Medicine, Inc. (Registrant) Date August 10, 1995 /s/ David H. Littlefield David H. Littlefield, President and CEO Date August 10, 1995 /s/ Mark D. Holman Mark D. Holman, Chief Financial Officer