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FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
QUARTERLY OR TRANSITIONAL REPORT
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
----- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2000
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 1-14160
HelpMate Robotics Inc.
(Exact name of small business issuer as
specified in its charter)
CONNECTICUT 06-1110906
----------- ----------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
SHELTER ROCK LANE; DANBURY, CONNECTICUT; 06810
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(Address of principal executive offices)
(203) 798-8988
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(Issuer's telephone number)
--------------------------------------------------------------------------------
(Former name, former address and formal fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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__
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING
THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes __ No__
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of the registrant's common stock as of August
7, 2000 is 19,971,313 shares.
Transitional Small Business Disclosure Format (Check One) Yes No X
--- ---
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HELPMATE ROBOTICS INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet as of June 30, 2000 (unaudited) 3
Condensed Statements of Operations for the three months
ended June 30, 2000 and 1999 (unaudited) 4
Condensed Statements of Operations for the six months
ended June 30, 2000 (unaudited) 5
Condensed Statement of Stockholders' Equity
as of June 30, 2000 (unaudited) 6
Condensed Statements of Cash Flows for the six months
ended June 30, 2000 and 1999 (unaudited) 7
Notes to Condensed Financial Statements (unaudited) 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Signature 11
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HelpMate Robotics Inc.
Condensed
Balance Sheet (unaudited)
June 30, 2000
ASSETS
Current assets:
Cash and cash equivalents $ 595,649
------------
Total current assets $ 595,649
Cash held in escrow 1,277,159
------------
$ 1,872,808
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,980
Accrued expenses 70,591
------------
Total current liabilities 72,571
------------
Commitments and contingencies
Stockholders' equity :
Common stock, no par value;
40,000,000 shares authorized;
19,971,313 shares issued and outstanding 21,379,540
Capital surplus 5,232,012
Accumulated deficit
(24,811,315)
------------
Total stockholders' equity 1,800,237
------------
$ 1,872,808
============
SEE ACCOMPANYING NOTES.
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HelpMate Robotics Inc.
Condensed
Statements of Operations (unaudited)
Three months ended June 30, 2000 and 1999
2000 1999
---- ----
Operating expenses:
Selling, general and administrative $ 52,760 $ 33,000
------------ ------------
Loss from operations (52,760) (33,000)
Other income (expense):
Interest income (expense), net 19,685 (5,374)
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Loss from continuing operations (33,075) (38,374)
Discontinued operations:
Loss from operations sold to Pyxis -- (162,404)
------------ ------------
Net loss $ (33,075) $ (200,778)
============ ============
Basic and diluted earnings per share $ -- $ (0.01)
============ ============
Weighted average shares outstanding 19,971,313 14,201,402
============ ============
SEE ACCOMPANYING NOTES.
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HelpMate Robotics Inc.
Condensed
Statements of Operations (unaudited)
Six months ended June 30, 2000 and 1999
2000 1999
---- ----
Operating expenses:
Selling, general and administrative $ 121,534 $ 66,000
------------ ------------
Loss from operations (121,534) (66,000)
Other income (expense):
Interest income (expense) net 107,042 (18,613)
------------ ------------
Income (loss) from continuing operations (14,492) (84,613)
Discontinued operations:
Loss from operations sold to Pyxis -- (7,637)
------------ ------------
Net loss $ (14,492) $ (92,250)
============ ============
Basic and diluted earnings per share $ -- $ --
============ ============
Weighted average shares outstanding 18,571,523 14,169,898
============ ============
SEE ACCOMPANYING NOTES.
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HelpMate Robotics Inc.
Statements of Stockholders' Equity (unaudited)
June 30, 2000
<TABLE>
<CAPTION>
Accumulated
Common Stock Capital Surplus Deficit Total
------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1999 $ 19,602,994 $ 5,232,012 $(13,213,462) $ 11,621,544
Cashless exercise of stock options 1,776,546 -- -- 1,776,546
and warrants
Distribution to stockholders -- (11,583,361) (11,583,361)
Net loss -- --
(14,492) (14,492)
------------------------------------------------------------
Balance at June 30, 2000 $ 21,379,540 $ 5,232,012 $(24,811,315) $ 1,800,237
============================================================
</TABLE>
SEE ACCOMPANYING NOTES.
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HelpMate Robotics Inc.
Condensed
Statements of Cash Flows (unaudited)
Six months ended June 30, 2000 and 1999
SIX MONTHS ENDED JUNE 30,
-------------------------
2000 1999
OPERATING ACTIVITIES
Net loss $ (14,492) $ (92,250)
Adjustments to reconcile net loss to net cash
(used for) provided by operating activities:
Depreciation -- 302,933
Changes in operating accounts: --
Decrease in accounts receivable -- 563,350
Increase in inventory -- (216,415)
(Increase) decrease in other assets (27,159) 2,414
Decrease in accounts payable and accrued
expenses (528,074) (117,062)
Decrease in deferred revenue -- (119,694)
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Net cash (used for) provided by operating
activities (569,725) 323,276
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INVESTING ACTIVITIES
Installation costs -- (15,597)
Equipment leased to others -- 217,113
Purchase of property and equipment -- (1,268)
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Net cash provided by investing activities -- 200,248
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FINANCING ACTIVITIES
Repayments of notes payable -- (200,497)
Cash distribution (9,806,815) --
-----------------------------
Net cash used in financing activities (9,806,815) (200,497)
-----------------------------
Net (decrease) increase in cash and cash
equivalents (10,376,540) 323,027
-----------------------------
Cash and cash equivalents at beginning of period 10,972,189 440,379
-----------------------------
Cash and cash equivalents at end of period 595,649 $ 763,406
============================
Supplemental non-cash financing activities:
Conversion of notes, accounts payable, and
accrued expenses to equity $ -- $ 64,888
============================
Cashless exercise of stock options and warrants $ 1,776,546 $ --
============================
SEE ACCOMPANYING NOTES.
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HelpMate Robotics Inc.
Notes to Condensed Financial Statements (unaudited)
June 30, 2000
BASIS OF PRESENTATION
On December 30, 1999, HelpMate Robotics Inc. (the "Company" or "HRI") completed
the sale for $12,500,000 in cash (the "Sale") to Pyxis Corporation ("Pyxis") of
substantially all of the Company's assets and the assumption by Pyxis of
specified liabilities of the Company pursuant to the Asset Purchase Agreement
between the Company and Pyxis dated as of October 14, 1999.
The consideration received by the Company was $12,500,000 less certain closing
adjustments and less $1,250,000 which will be held in escrow for a period of two
years and is available to settle potential indemnification claims.
On February 15, 2000, the Company made a cash distribution to the Company's
stockholders of record as of the Distribution Record Date, January 29, 2000, in
the amount of $9,806,815, which was net of $1,776,546 which represented the
proceeds that the Company would have received from the simultaneous cashless
exercise of stock options and warrants.
BUSINESS PLAN
Following the Sale, the Company's business plan is to effect a business
combination with an operating business which HRI believes has potential to
increase stockholder value. Any such business combination would depend on the
availability of attractive candidates and the Company's ability to consummate
any such business combination. HRI intends to use its available cash together
with additional equity or debt, if any, or a combination thereof, in effecting a
business combination. HRI will endeavor to structure any business combination in
a manner which would not require a substantial capital investment by HRI of the
net proceeds of the Sale. The Company may at any time cease to pursue this
business objective and may consider other alternatives. Reference is made to the
information under the following headings of the Company's Proxy Statement dated
December 17, 1999 (the "Special Meeting Proxy"), which information is
incorporated herein by reference: "Business of the Company Following Proposed
Sale," and "Risk Factors: --No Operating History, ---Acquisition Risks,
--Unspecified Business Risks, --Need for Additional Financing,--Regulation,
--Limited Management Resources and Experience, --Ability to Attract and Retain
Key Personnel, --Conflicts of Interest, --Scarcity of and Competition for
Business Combinations, -- No Agreement for Business Combination or Other
Transaction, --Possible Lack of Diversification, -- Tax Considerations, --
Limited Public Market for Common Shares, -- Issuance of Additional Shares, --
Possible Adverse Effect of "Penny Stock" Rules in Liquidity for Post-Sale HRI's
Securities, --Risks of Low Priced Stocks, --Possible Adverse Effect on Rules
Affecting "Blank Check Companies" on the future issuance of Post-Sale HRI
Securities, --Certain Anti-Takeover Provisions, and --No Dividends Anticipated."
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BACKGROUND OF HRI
Prior to the Sale on December 30, 1999, the Company was primarily engaged in the
design, manufacture and sale of the Company's flagship product, the HelpMate
robotics courier system, a trackless robotic courier used primarily in the
healthcare industry to transport materials. The Company derived revenue from
three principal sources: rentals and sales of HelpMates; sales of robotic
components such as LabMate, LightRanger and BiSight and from research and
development contracts.
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States for interim
financial information and with the instructions to Form 10-QSB and Rule 310 of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States. In the opinion of management, all adjustments, consisting only of normal
recurring accruals, considered necessary for a fair presentation have been
included in the accompanying unaudited financial statements. Operating results
for the six month period ended June 30, 2000 are not necessarily indicative of
the results that may be expected for the full year ending December 31, 2000. For
further information, refer to the financial statements and footnotes thereto
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 1999.
MANAGEMENT'S DISCUSSION AND ANALYSIS
On December 30, 1999, HRI consummated the Sale of substantially all of its
assets and certain liabilities to Pyxis. Accordingly, the Company is no longer
in the business of manufacturing and selling trackless robotic courier systems.
RESULTS OF OPERATIONS
The loss for the six months ended June 30, 2000 decreased by $77,758 from the
six months ended June 30, 1999 due primarily to higher interest income in 2000.
The loss for the three months ended June 30, 2000 compared to the three months
ended June 30, 1999 decreased $187,703. The loss included the loss from
discontinued operations of $162,404 in the three month period ended June 30,
1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company began 2000 with $10,900,000 in cash as a result of the sale of
substantially all its assets to Pyxis. On February 15, 2000, the Company made a
net cash distribution of $9,806,815 to its shareholders. Cash on hand at the end
of June was approximately $596,000, which should be adequate to meet the
Company's future working capital requirements.
FORWARD LOOKING STATEMENTS
Statements other than historic information in this report contained in, or
incorporated by reference, under the heading "Business Plan" consist of forward
looking statements within the meaning of the Private Securities Litigation Act
of 1995. These forward looking statements are subject to risk and uncertainties
that could cause the actual results to differ materially from those projected,
anticipated or implied. The most significant of these are the statements
incorporated by reference from the Special Meeting Proxy under the headings
"Risk Factors: --No Operating History, --Acquisition Risks, --Unspecified
Business Risks, --Need for Additional Financing, --Regulation, --Limited
Management Resources and Experience, --Ability to Attract and Retain Key
Personnel, --Conflicts of Interest, -- Scarcity of and Competition for Business
Combinations, --No Agreement for Business Combination or Other Transaction,
--Possible Lack of Diversification, --Tax Considerations, --Limited Public
Market for
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Common Shares, --Issuance of Additional Shares, --Possible Adverse Effect of
"Penny Stock" Rules in Liquidity for Post-Sale HRI's Securities, --Risks of Low
Priced Stocks, --Possible Adverse Effect on Rules Affecting "Blank Check
Companies" on the future issuance of Post-Sale HRI Securities, --Certain
Anti-Takeover Provisions, and -- No Dividends Anticipated." The Company
undertakes no obligation to update or revise any forward looking statements.
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OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
NONE
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SIGNATURE
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
HelpMate Robotics Inc.
Date: August 10, 2000 /s/ JOSEPH F. ENGELBERGER
----------------------------------
Joseph F. Engelberger, Chairman
Chief Executive Officer, and Chief
Financial Officer
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