1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 0-24696 NATIONAL DIAGNOSTICS, INC. (Exact Name of Registrant as Specified in its Charter) Florida 59-3248917 ------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 755 West Brandon Blvd., Brandon, Florida 33511 - ---------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code: (813) 882-8704 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 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 practicable date: Class: Common Stock, No Par Value Outstanding at November 12, 1997: 8,880,000 Transitional Small Business Disclosure Format (check one) YES [ ] NO [X] Page 1 of 13 2 NATIONAL DIAGNOSTICS, INC. INDEX TO FORM 10-QSB Page Number ------ PART I. FINANCIAL STATEMENTS Item 1. Financial Statements Condensed Consolidated Balance Sheets at December 31, 1997 and September 30, 1998 3 Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 1997 and 1998 5 Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 1997 and 1998 6 Notes to Condensed Consolidated Financial Statements 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 PART II. OTHER INFORMATION Item 2. Legal Proceedings 12 Item 6. Exhibits and Reports on Form 8-K 12 SIGNATURES 13 2 3 ITEM - 1 NATIONAL DIAGNOSTICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS September 30, December 31, 1998, 1997 (Unaudited) ----------- ------------- Current Assets: Accounts receivable, net of allowance of $719,300 and $1,011,942 in 1998 and 1997 respectively $ 2,058,647 $ 2,144,693 Prepaid expenses and other current assets 148,903 77,835 ----------- ----------- Total current assets 2,207,550 2,222,528 ----------- ----------- Property and equipment 9,974,924 9,984,361 Less: accumulated depreciation and Amortization (4,574,173) (5,550,144) ----------- ----------- Net property and equipment 5,400,751 4,434,217 ----------- ----------- Other assets: Excess of purchase price over net assets acquired, net of accumulated amortization of $104,110 and $85,751 in 1998 and 1997 respectively 403,711 385,351 Deposits 54,941 55,188 Long-term note receivable from related party - 2,000,000 Other 41,894 58,864 ----------- ----------- Total other assets 500,546 2,499,403 ----------- ----------- $ 8,108,847 $ 9,156,148 =========== =========== See Accompanying Notes. 3 4 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) September 30, December 31, 1998, 1997 (Unaudited) ----------- ------------- Current liabilities: Lines of credit $ 1,309,612 $ 1,048,129 Notes due to related parties 62,500 240,500 Current installments of long-term debt 413,243 305,600 Current installments of obligations under capital leases 3,820,933 1,897,400 Accounts payable 1,655,858 2,713,496 Accrued radiologist fees 439,066 222,940 Accrued expenses other 696,814 1,124,948 ----------- ----------- Total current liabilities 8,398,026 7,553,013 Long-term liabilities: Long-term debt, excluding current installments 594,064 429,890 Obligations under capital leases, excluding current installments -- 1,759,763 Deferred lease payments 175,136 132,759 ----------- ----------- Total liabilities 9,167,226 9,875,425 ----------- ----------- Commitments and contingencies Stockholders' equity (deficit): Preferred stock, no par value, 1,000,000 shares authorized, 500,000 shares issued and 368,815 shares outstanding in 1988 -- 1,475,260 Common stock, no par value, 9,000,000 shares authorized, 3,093,430 and 8,880,000 shares issued and outstanding in 1997 and 1998 779 1,936 Additional paid-in capital 2,899,138 3,422,725 Retained earnings: Unappropriated (accumulated deficit) (3,958,296) (5,619,198) ----------- ----------- Net stockholders' (deficit) (1,058,379) (719,277) ----------- ----------- $ 8,108,847 $ 9,156,148 =========== =========== See Accompanying Notes. 4 5 NATIONAL DIAGNOSTICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three months Three months Nine months Nine months ended ended ended ended September 30, September 30, September 30, September 30, 1997 1998 1997 1998 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ------------- -------------- ------------- ------------- Revenue, net $2,535,390 $ 1,717,524 $ 7,724,625 $ 6,835,818 ---------- ----------- ----------- ------------ Operating expenses: Direct operating expenses 1,256,417 1,337,359 4,152,251 3,962,567 General and administrative 1,186,388 1,097,235 3,166,349 3,173,690 Depreciation and amortization 350,260 326,252 1,089,187 1,012,361 ---------- ----------- ----------- ------------ Total operating expenses 2,793,065 2,760,846 8,407,787 8,148,618 ---------- ----------- ----------- ------------ Operating loss (257,675) (1,043,322) (683,162) (1,312,800) Interest expense 153,962 146,869 512,236 475,054 Other income 7,094 45,474 12,875 126,948 ---------- ----------- ----------- ------------ (Loss) before income taxes (404,543) (1,144,717) (1,182,523) (1,660,906) Income taxes - - - - ---------- ----------- ----------- ------------ Net (loss) (404,543) (1,144,717) (1,182,523) (1,660,906) ---------- ----------- ----------- ------------ Dividends to preferred shareholders (intrinsic value of beneficial conversion features - see Note 2) - - - (25,473,612) ---------- ----------- ----------- ------------ Net (loss) available to common shareholders $ (404,543) $(1,144,717) $(1,182,523) $(27,134,518) ========== =========== =========== ============ Net (loss) per common share $ (.10) $ (.13) $ (.37) $ (4.40) ========== =========== =========== ============ Weighted average number of common shares outstanding *4,182,828 8,880,000 3,180,942 6,162,550 ========== =========== =========== ============ * Note: 1,800,000 shares were re-acquired seventy-one days into the quarter. See Accompanying Notes. 5 6 NATIONAL DIAGNOSTICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three months Three months Nine months Nine months ended ended ended ended September 30, September 30, September 30, September 30, 1997 1998 1997 1998 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ------------- -------------- ------------- ------------- Cash flows from operating activities: Net income (loss) $(404,543) $(1,144,717) $(1,182,523) $(1,660,906) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Income taxes -- -- -- -- Depreciation and amortization 350,260 326,252 1,089,187 1,012,361 Provision for Bad Debts 3,351 40,604 74,704 (292,640) -- (35,000) -- (35,000) (Increase) decrease in accounts receivable (24,603) 333,430 (303,682) 206,602 Loss on disposition of equipment 5,260 -- 7,863 -- (Increase) decrease in prepaid expenses and other current assets (16,743) 63,999 66,242 71,068 Increase (decrease) in accounts payable 245,427 568,988 585,832 1,057,638 Increase (decrease) in accrued radiologist fees (47,126) (61,100) 25,729 (216,126) Increase (decrease) in other accrued expenses 132,929 174,512 106,405 428,134 Increase (decrease) in deferred lease payments (16,637) (11,490) (46,332) (42,377) --------- ----------- ----------- ----------- Net cash provided (used) by operating activities 227,575 255,478 423,425 528,754 --------- ----------- ----------- ----------- Cash flows provided (used) by investing activities Purchases of property and equipment (7,887) (7,588) (225,175) (9,437) Increase in deposits (7,146) (85) (7,965) (247) Increase in organization & start-up costs -- -- (66,588) -- --------- ----------- ----------- ----------- Net cash used by investing activities (15,033) (7,673) (299,728) (9,684) --------- ----------- ----------- ----------- Cash flows provided (used) by financing activities: Increase (decrease) in line of credit 17,892 (61,174) 248,728 (261,483) Proceeds from long-term borrowings -- -- 150,000 -- Repayment of long-term borrowings (26,305) (168,805) (64,555) (271,817) Proceeds of borrowing from related parties -- -- 125,000 181,000 Repayment of borrowings from related parties (61,000) (3,000) (67,167) (3,000) Proceeds from other notes payable -- -- 205,000 -- Repayment from other notes payable (67,082) -- (209,294) -- Principal payments under capital lease obligations (187,586) (14,826) (654,409) (163,770) Proceeds from issuance of common stock net 77,990 -- 77,990 -- --------- ----------- ----------- ----------- Net cash provided (used) by financing activities (246,091) (247,805) (188,707) (519,070) --------- ----------- ----------- ----------- Net increase (decrease) in cash (33,549) -- (65,010) -- Cash at beginning of period (72,874) -- 104,335 -- --------- ----------- ----------- ----------- Cash at end of period $ 39,325 $ $ 39,325 $ ========= =========== =========== =========== See Accompanying Notes 6 7 NATIONAL DIAGNOSTICS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three months Three months Nine months Nine months ended ended ended ended September 30, September 30, September 30, September 30, 1997 1998 1997 1998 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ------------- -------------- ------------ ------------ Supplemental disclosure of cash flow information - Interest paid $ 131,200 $95,648 $ 533,500 $ 271,584 =========== ======= =========== ========== Stock issued as satisfaction for trade creditor debt $ 29,620 $ $ 205,140 $ =========== ======= =========== ========== Stock issued for equipment acquisition $ $ $ 20,000 $ =========== ======= =========== ========== Stock issued as satisfaction of related party debt $ $ $ 275,604 $2,000,000 =========== ======= =========== ========== Stock issued in exchange for marketable securities $ $ $ 1,800,000 $ =========== ======= =========== ========== Stock exchange for marketable securities rescinded $(1,800,000) $ $(1,800,000) $ =========== ======= =========== ========== Asset added under capital lease $ $ $ 265,580 $ =========== ======= =========== ========== See Accompanying Notes. 7 8 NATIONAL DIAGNOSTICS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (1) SIGNIFICANT ACCOUNTING POLICIES The accounting policies followed by National Diagnostics, Inc., and Subsidiaries (the "Company") for quarterly financial reporting purposes are the same as those disclosed in the Company's annual financial statements. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments (which consist only of normal recurring adjustments) necessary for a fair presentation of the information presented. The quarterly condensed consolidated financial statements herein have been prepared by the Company without audit. Certain information and footnote disclosures included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Although the Company management believes the disclosures are adequate to make the information not misleading, it is suggested that these quarterly condensed consolidated financial statements be read in conjunction with the audited annual financial statements and footnotes thereto. In preparing financial statements in conformity with generally accepted accounting principles, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. OPERATIONAL MATTERS AND LIQUIDITY The Company has a net loss for the quarter ending September 30, 1998 of $1,179,717 and at September 30, 1998 has a working capital deficiency of approximately $5,330,485 and a deficiency of net assets approximating $709,000. In view of these matters, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operation of the Company, which in turn is dependent upon either the Company's ability to succeed in its future operations or its ability to obtain additional funding. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. The following commentary addresses the Company's operations for the third quarter of 1998 and its plan to improve future results. The Company attributes the loss in the third quarter primarily to a reduction in net revenues. The company's relatively newest facilities Orange Park and Riverside experienced third quarter losses of $355,000 and $367,000, respectively. The Company's most mature facility (Brandon) experienced a loss of $184,000. The Company attributes these losses to a decline in gross revenues experienced by the relatively new facilities and contractual adjustments the Company identified with some of its current receivables. The Company is currently evaluating its Orange Park and Riverside operations to facilitate cost savings the Company expects to achieve by consolidating certain of its operations in the Jacksonville area. Additionally, the Company expects to complete in the fourth quarter more favorable refinancing for its accounts receivables. The current asset lender has imposed unfavorable loan restrictions on the Company as a result of the change in control of the Company. Subsequently, the Company has also concluded its refinancing with its major lessor, which has enabled the Company to bring its major lease obligations current and will result in decrease of approximately $60,000 per month toward this obligation. The Company is continuing with its merger plans with American Enterprise Solutions, Inc. ("AESI"). The Companies have agreed to alter the method by which the acquisition will take place. The Companies expect to maintain the same valuation per share for the Company's common. Details have yet to be released. 8 9 NATIONAL DIAGNOSTICS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (2) PREFERRED STOCK TRANSACTION In March, 1997, the Securities and Exchange Commission (SEC) announced its position on accounting for the issuance of convertible preferred stock with a nondetachable conversion feature that is deemed "in the money" at the date of issue (a "beneficial conversion feature"). The beneficial conversion feature is initially recognized and measured by allocating a portion of the preferred stock proceeds equal to the intrinsic value of that feature to additional paid-in capital. This initial value is calculated at the date of issue as the difference of the conversion price and the quoted market price of the company's common stock into which the security is convertible, multiplied by the number of shares into which the security is convertible. The discount resulting from the allocation of proceeds in the beneficial convertible feature is treated as dividend and is recognized as a return to the preferred shareholder over the minimum period in which the preferred shareholders can realize that return (i.e. from the date the securities are issued to the date they are first convertible). The accounting for the beneficial conversion feature requires the use of an unadjusted quoted market price (i.e., no valuation discounts allowed) as the full value used in order to determine the intrinsic value dividend. The intrinsic value of the dividends to the preferred shareholder is deducted from the net income before calculating the net loss per common share. The intrinsic value of beneficial conversion features to preferred shareholders is $25,568,750. Upon merger with AESI, the effect of the beneficial conversion features is reversed. (3) LEGAL ACTION On May 20,1998, Carnegie Capital, Ltd. ("Carnegie Capital") filed suit for foreclosure against the Company and its wholly owned partnership, Sundance Partners for alleged default of a second mortgage note held by Carnegie Capital. The debt outstanding at October 6, 1998, approximates $150,000 plus interest approximating $24,000 which the Company has provided for. The property involved is the fixed site facility occupied by the Company's Orange Park diagnostic subsidiary. The Company filed a counter suit alleging certain improprieties on the part of Carnegie Capital. On October 6, 1998, The Company entered into a stipulation agreement where in the Company agreed to pay $9,077.78 per month through January 15, 1999 with the remaining balance to be paid in full by January 31, 1998. (4) LONG-TERM NOTE RECEIVABLE In the third quarter the Company agreed to exchange its marketable securities (8,000,000 shares of Halis, Inc. common) for a $2,000,000 collateralized note receivable from AESI (to be adjusted for cash received by the Company from AESI). The note will accrue interest at 7%, both principal and interest will be due on July 1, 2000. The collateral is restricted common stock of Physicians Recourse Network, Inc. ("PRN"), a wholly owned subsidiary of AESI which AESI acquired in exchange for 9,984,000 common shares of Halis, Inc. At July 1, 1998, the effective date of the agreement, the collateral shares were valued at approximately $2,296,320 ($.23 per share). Through November 3, 1998 AESI has put into the Company approximately $653,000 cash. 9 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere herein. RESULTS OF OPERATIONS Net revenues for the third quarter ended September 30, 1998 were $1,717,524 compared to $2,535,390 for the same period in 1997 representing a 32% decrease. Forty six percent of the $818,000 loss in revenues is attributable to a decrease in gross revenues earned in the Orange Park and Riverside facilities. Management, as part of its plan to consolidate its facilities, will focus on reacquiring its market share of revenues. Forty three percent of the loss in revenues is attributable to adjustments for certain accounts receivables the Company believes it will be unsuccessful in collecting. Approximately 68% or $240,000 of these adjustments the Company believes was unusual in nature and non-recurring. Direct operating expenses for the quarter ended September 30, 1998 were $1,337,355 compared to $1,256,416 for the same period in 1997, representing a 6% increase. Direct costs as a percent of net revenues increased 28% as a result of certain direct costs which do not vary proportionately with net revenues, such as personnel costs and rent, and in certain cases radiology costs. General and administrative expenses for the third quarter ended September 30, 1998 were $1,097,235 compared to $1,188,388 for the same period in 1997, representing an 8% decrease. The decrease is primarily attributable to numerous cost cutting measures the Company has undertaken. The decrease in operating costs was not sufficient to offset the decrease in revenues resulting in a quarter loss of $1,179,717 compared to $404,543 for the corresponding period in 1997. The relatively new Riverside facility contributed a $367,000 loss compared to $126,000 loss for the same period in 1997. The Orange Park facility (its fixed site opened July of 1995) incurred a loss of $355,000 compared to a $147,000 loss for the same period in 1997. The Company is currently evaluating its alternatives and expects to reconstruct its Jacksonville operations in the fourth quarter due to the losses and declining revenue base experienced. The Brandon facility experienced a fourth quarter loss of $184,000 compared to a $116,000 profit for the same period in 1997. This is attributable mainly to a decline in net revenues; 83% of which is believed to be the result of non-recurring contractual adjustments. LIQUIDITY AND CAPITAL RESOURCES At September 30, 1998, the Company has a working capital deficiency of approximately $5,330,000 and a deficiency of net assets approximating $709,000. Subsequently, the Company successfully concluded its refinancing of its major capital leases with major lessor which resulted in returning the leases to a current status. At September 30, 1998, the Company reclassified its long term portion of the leases to long term under the pre-existing agreements. The lessor accepted a note for past arrearages on certain of its capital lease and maintenance payments. The $1,633,514 note accruing interest at 10% per annum will mature June 1, 1999 with interest. Additionally, the Company paid $475,000 toward arrearages from June through October, 1998. American Enterprise Solutions, Inc. (having a 65% common stock interest in the Company) has guaranteed the lease obligations and contributed the $475,000 to the Company to facilitate meeting its obligation under the agreement. Additionally, the Company entered into a stipulation agreement with a second mortgage loan which allows the Company to continue making $9,078 monthly payments toward its $150,000 obligation through January, 1999; at which time the remaining balance including interest will become due. In the third quarter the Company agreed to exchange its marketable securities (8,000,000 shares of Halis, Inc. common) for a $2,000,000 collateralized note receivable from AESI (to be adjusted for cash received by the Company from AESI). 10 11 The note will accrue interest at 7%, both principal and interest will be due on July 1, 2000. The collateral is restricted common stock of Physicians Recourse Network, Inc. ("PRN"), a wholly owned subsidiary of AESI which AESI acquired in exchange for 9,984,000 common shares of Halis, Inc. At July 1, 1998, the effective date of the agreement, the collateral shares were valued at approximately $2,296,320 ($.23 per share). Through November 3, 1998 AESI has put into the Company approximately $653,000 cash. The Company is continuing in the merger process with AESI. Subsequently, the Company and AESI jointly announced they are changing the method in which the two companies will come together. Details are not yet available; however, it is expected that the merger will not take place until early 1999. The Company has a $2,000,000 line of credit with Health Care Financial Partners, Inc. ("HCFP"). The lender has a first security interest on all accounts receivable. HCFP considers the Company to be in technical default of a loan covenant, wherein HCFP has not approved the change of control that resulted when AESI acquired a majority interest in the Company. Subsequently, HCFP has required acceleration of a term loan with payment of $4,000 per day toward the balance of $152,000 remaining at June 30, 1998, and has increased the interest rate to 15% from prime plus 2%. At September 30, 1998 The Company paid off this term loan in its entirety. At November 16, 1998, the Company's loan balance on its line of credit was $1,072,000, with zero availability. The Company has actively pursued alternative financing and expects to complete its refinancing in the fourth quarter. In the quarter ending September 30, 1998, the company's cash remained unchanged. Operations contributed $255,000. investing utilized $8,000 and the remaining cash was used for debt retirement. The Company had intended to curtail its external expansion (new start-ups or acquisitions) until the Company's current relatively new start-ups achieve acceptable levels of operation, and/or the Company achieved additional capital infusion. It is likely that external expansion will not take place until subsequent to the merger; at which time the Company will evaluate the synergies developing through merger and the recourses available to the Company then develop a plan for further external expansion. As a result of continued cost cutting measures, if the Company can increase revenues, return to profitability, if costs can be contained, and if the Company's vendors continue work with the Company, and in the interim AESI continues to financially assist the Company, the Company believes that its presently anticipated short-term needs for operation, capital repayments and capital expenditures for its current operations can be satisfied. The Company feels that its ability in the short-term to improve its working capital is reasonably attainable. There is no assurance that these short-term needs can be met. The Company's long term growth strategies will require additional funds. The Company feels that the financial resources will be more easily attainable subsequent to the merger. In the event that the Company proceeds with the establishment of additional facilities, or encounters favorable acquisition opportunities in the near future, the Company may incur, from time to time, additional indebtedness and attempt to issue equity or debt securities in public or private transactions. There is no assurance that the Company will be successful in securing additional financing or capital through equity or debt securities. The Company's financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company's independent certified public accountant's report on the Company's 1997 Financial Statements contained in the Company's Annual Form 10-KSB included a going concern qualification. The information contained in Note 2 to the Financial Statements included in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997 remains relevant related to the status of certain of the Company's operational and funding matters and, accordingly, should be referred to in conjunction with this Form 10-QSB. 11 12 PART II. OTHER INFORMATION ITEM 2. LEGAL PROCEEDINGS On May 20, 1998, Carnegie Capital, Ltd. ("Carnegie Capital") filed suit for foreclosure against the Company and its wholly owned partnership, Sundance Partners for alleged default of a second mortgage note held by Carnegie Capital. The debt outstanding at October 6, 1998, approximates $150,000 plus interest approximating $24,000 which the Company has provided for. The property involved is the fixed site facility occupied by the Company's Orange Park diagnostic subsidiary. The Company filed a counter suit alleging certain improprieties on the part of Carnegie Capital. On October 6, 1998, The Company entered into a stipulation agreement where in the Company agreed to pay $9,077.78 per month through January 15, 1999 with the remaining balance to be paid in full by January 31, 1998. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 27 Financial Data Schedule (b) Reports on Form 8-K none 12 13 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. Date: November 19, 1998 NATIONAL DIAGNOSTICS, INC. /s/ Curtis L. Alliston ------------------------------------- Curtis L. Alliston President and Chief Operating Officer /s/ Dennis C. Hult ------------------------------------- Dennis C. Hult Comptroller 13