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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31,1995
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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 0-10128
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PERSONAL DIAGNOSTICS, INCORPORATED
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(Exact name of registrant as specified in its charter)
New Jersey 22-2325136
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(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
P.O. Box 5310, Parsippany, NJ 07054
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(Address of principal executive offices) (Zip Code)
(201) 952-9000
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(Registrant's telephone number, including area code)
Not applicable
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(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) 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
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at February 7, 1996
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Common Stock, $.01 par value 4,864,000
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PERSONAL DIAGNOSTICS, INCORPORATED
Index Page No.
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Part I Financial Information
Item 1. Financial Statements:
Balance Sheets - December 31,1995 and September 30,1995 3
Statements of Operations - For the Three Months Ended December 31,
1995 and 1994 4
Statements of Cash Flows - For the Three Months Ended December 31,
1995 and 1994 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K 10
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PERSONAL DIAGNOSTICS, INCORPORATED
BALANCE SHEETS
December 31, September 30,
1995 1995
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(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 7,940,000 $ 2,794,000
U.S. Treasury Bills -- 4,963,000
Current assets of discontinued operations 35,000 148,000
Other current assets 16,000 16,000
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Total Current Assets 7,991,000 7,921,000
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TOTAL ASSETS $ 7,991,000 $ 7,921,000
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 15,000 $ 12,000
Accrued payroll 187,000 143,000
Current liabilities of discontinued operations 200,000 150,000
Other current liabilities 105,000 70,000
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Total Current Liabilities 507,000 375,000
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STOCKHOLDERS' EQUITY:
Common Stock, $.01 par value; authorized,
25,000,000 shares; issued and outstanding,
4,864,000 shares 49,000 49,000
Capital in excess of par value 13,316,000 13,316,000
Accumulated deficit (5,881,000) (5,819,000)
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Total Stockholders' Equity 7,484,000 7,546,000
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,991,000 $ 7,921,000
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See accompanying notes to consolidated financial statements.
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PERSONAL DIAGNOSTICS, INCORPORATED
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
December 31,
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1995 1994
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INCOME:
Interest $ 110,000 $ 65,000
Trading gains (losses) -- (48,000)
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110,000 17,000
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EXPENSES:
General and administrative 122,000 31,000
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LOSS FROM CONTINUING OPERATIONS (12,000) (14,000)
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LOSS FROM DISCONTINUED
OPERATIONS, NET OF TAXES:
Loss from operations (50,000) (283,000)
Loss on sale -- --
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(50,000) (283,000)
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NET LOSS $ (62,000) $ (297,000)
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NET LOSS PER COMMON
SHARES OUTSTANDING:
Continuing operations $ -- $ --
Discontinued operations (0.01) (0.06)
Loss on sale -- --
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Net loss $ (0.01) $ (0.06)
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AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 4,864,000 4,864,000
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See accompanying notes to consolidated financial statements.
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PERSONAL DIAGNOSTICS, INCORPORATED
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
December 31,
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1995 1994
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (62,000) $ (297,000)
Adjustments to reconcile net loss to net
cash flows from operating activities:
Depreciation and amortization -- 152,000
Provision (benefit) for loss on accounts receivable (30,000) --
Loss (gain) on disposal of property and equipment -- (17,000)
Loss on sale of discontinued operations -- --
Changes in assets and liabilities:
Trading securities 4,963,000 204,000
Receivables - net 143,000 223,000
Inventories -- 66,000
Accounts payable and accrued liabilities 132,000 (47,000)
Prepaid expenses and noncurrent assets -- 30,000
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Net cash flows from operating activities 5,146,000 314,000
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CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment -- --
Proceeds from disposal of property and equipment -- 21,000
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Net cash flows from investing activities -- 21,000
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CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on borrowings -- (14,000)
Principal payments under equipment notes
payable and capital lease obligations -- (165,000)
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Net cash flows from financing activities -- (179,000)
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INCREASE IN CASH AND EQUIVALENTS 5,146,000 156,000
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 2,794,000 5,554,000
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CASH AND EQUIVALENTS, END OF PERIOD $ 7,940,000 $ 5,710,000
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See accompanying notes to consolidated financial statements.
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PERSONAL DIAGNOSTICS, INCORPORATED
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The balance sheet at the end of the preceding fiscal year has been
derived from the audited balance sheet contained in the Company's Form 10-K and
is presented for comparative purposes. All other financial statements are
unaudited. 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 operation for interim periods are not necessarily indicative of
the operating results for the full year. See footnote 2 regarding "Discontinued
Operations".
Footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been omitted in
accordance with the published rules and regulations of the Securities and
Exchange Commission. These financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's Form
10-K for the most recent fiscal year.
2. DISCONTINUED OPERATIONS
On May 15, 1995 the Company completed the sale of certain assets to EBI
Medical Systems, Inc. ("EBI"), a subsidiary of Biomet, Inc. The assets sold
consisted of (i) the land, building, and improvements comprising the Company's
executive offices and manufacturing facility located at 3 Entin Road,
Parsippany, New Jersey (the "Premises"), (ii) all the Company's manufacturing
equipment and machinery, and (iii) certain office equipment and
manufacturing-related items (collectively, the "Purchased Assets"). The purchase
price for the Purchased Assets was $4,400,000. Certain additional items,
including miscellaneous inventory, were purchased separately.
As a result of the sale, the financial results of the Company's
manufacturing operation have been reported as "Discontinued Operations" in
accordance with Accounting Principles Board Opinion No. 30. "Current liabilities
of discontinued operations" includes operating expenses to be incurred. In the
current quarter the Company incurred a loss of $50,000 from discontinued
operations. This loss was attributable to an increase in estimated future
product liability insurance costs.
3. TRADING SECURITIES
Effective October 1, 1994, the Company adopted SFAS No. 115 -
"Accounting for Certain Investments in Debt and Equity Securities". The Company
considers its securities to be classified as trading securities as defined in
the accounting standard. For the three months ending December 31, 1995, there
was no charge or credit to earnings. In the prior year three month period the
Company included a charge to earnings of $146,000 representing the change in the
net unrealized holding loss on its trading securities. This statement requires
that cash flow activities for trading securities be presented as operating
activities.
Since it is the intention of the Company to acquire, develop or enter
an operating business, the Company presently intends to limit its trading and
investment positions to no more than approximately one quarter of its assets. At
December 31, 1995 over 90% of the Company's total assets and 100% of the
Company's net worth were in the form of U.S. Government Treasury Bills. The
Company had no trading or investment positions.
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4. STATEMENT OF CASH FLOWS
Three Months Ended
December 31,
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1995 1994
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Supplemental disclosure of cash flows information-
Interest paid $-0- $74,000
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Income taxes paid/(refunded) $-0- $ -0-
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PERSONAL DIAGNOSTICS, INCORPORATED
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
At December 31, 1995, the Company had a cash and Treasury Bill balance
of $7,940,000 which represents a $183,000 increase from the $7,757,000 balance
at September 30, 1995. This $183,000 increase results entirely from cash flow
from operations of $183,000 which represents the result of a net loss of $62,000
combined with the benefit of the reduction in a bad debt reserve of $30,000
offset by changes in operating assets and liabilities of $275,000. The Company's
working capital position at December 31, 1995 was $7,484,000 as compared to a
September 30,1995 balance of $7,546,000.
Since the Company has ceased manufacturing operations, it has elected
not to renew its $2.5 million revolving credit line. Management believes that
the present cash and Treasury Bill balances will be sufficient to satisfy both
the Company's operating and capital needs for the foreseeable future.
The Company presently intends to acquire, develop or enter an operating
business. Management is engaged in an active, general review of acquisition
possibilities and business opportunities. Management will, of course, proceed
with deliberation and prudence.
The focus of the Company will be on entering into an operating
business. Therefore, the Company presently intends to limit its trading and
investment activities to no more than one quarter of its total assets. At
December 31, 1995 over 90% of the Company's assets and 100% of the Company's net
worth were in the form of U.S. Government Treasury Bills. The Company had no
other investment or trading positions.
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Results of Operations
Three Months Ended December 31,1995
As a result of the sale of the Company's manufacturing assets, the
financial results of the Company's manufacturing operation has been reported as
"Discontinued Operations" in accordance with Accounting Principles Board Opinion
No. 30. The prior years' results have been restated to conform to the new
reporting format.
Loss from Continuing Operations
Income (loss) from continuing operations consists of interest and
trading gains and losses and general and administrative expenses. The Company
incurred a $12,000 loss from continuing operations in the current three month
period versus a loss of $14,000 in the prior year period. Interest income
increased $45,000 to $110,000 due to more invested funds. The Company had no
investment positions in the current three month period and as such had no
trading gains or losses versus a trading loss of $48,000 in the prior year
period. General and administrative expenses increased by $91,000 to $122,000 due
to increased insurance, relocation costs and professional fees resulting from
the Company's sale of its manufacturing operation.
During the current three month period the Company did not record an
income tax benefit as it is not expected to be utilized in the current year and
the Company does not have any unused loss carryback available.
Discontinued Operations
In the current quarter the Company incurred a loss of $50,000 from
discontinued operations. This loss was attributable to an increase in estimated
future product liability insurance costs. In the prior year period, the Company
incurred a $283,000 loss from discontinued operations. Net sales in the prior
year period were $740,000. See Note 2 to the financial statements for a
discussion of the sale of the Company's manufacturing operation.
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PERSONAL DIAGNOSTICS, INCORPORATED
PART 11 Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - None
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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.
PERSONAL DIAGNOSTICS, INCORPORATED
Registrant
Date: February 7, 1996 By: /s/ John H. Michael
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John H. Michael, Chairman
(on behalf of the registrant)
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EXHIBIT INDEX
Exhibit 27 - Financial Data Schedule