UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarter Ended June 30, 1996
Commission File Number 0-3125
GENERAL DEVICES, INC.
(Exact name of Registrant as specified in charter)
New Jersey 21-0661726
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) number)
215 W. Church Road, Room 202, King of Prussia, PA 19406
(Address of principal executive offices)
Registrant's telephone number, including area code:
610-992-1455
Not Applicable
Former name, address and former fiscal year, if changed since last year.
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 and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
The number of shares outstanding of each of the issuer's classes of
common stock, as of June 30, 1996:
Common Stock
$.01 Par Value
Shares Outstanding: 4,076,623
II-2
GENERAL DEVICES, INC.
INDEX
Page
Number
Part I - Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheet
June 30, 1996 (unaudited) and
December 31, 1995 (unaudited) II-4
Consolidated Statement of Operations for
Three months and six months ended June 30,
1996 and 1995 (unaudited) II-5
Condensed Consolidated Statement of
Changes in Financial Position Six
months ended June 30, 1996 and
1995 (unaudited) II-6
Notes to Condensed Consolidated
Financial Statements (unaudited) II-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations II-8
Part II - Other Information
Item 1. Legal Proceedings II-9
Item 2. Changes in Securities II-9
Item 5. Other Information II-10
Item 6. Exhibits and Reports on Form 8-K II-10
II-3
GENERAL DEVICES, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
June 30 December 31
1996 1995
ASSETS
Current assets:
Cash 79 20
Accounts Receivable - -
Total current assets 79 20
Total assets 79 20
LIABILITIES & SHAREHOLDER EQUITY
Current liabilities:
Current portion of long-term debt 928,000 928,000
Accounts payable 91,906 88,341
Other accrued liabilities 689,040 689,040
Total current liabilities 1,708,946 1,705,381
Long term debt:
Other liabilities 370,465 370,465
Total liabilities 2,079,411 2,075,846
Shareholders equity:
Common stock $.01 par value: authorized
10,000,000 shares. issued 4,096,923 40,969 40.969
Capital in excess of par value 1,998,255 1,998,255
Retained earnings (4,057,077) (4,053,571)
(2,017,853) (2,014,347)
Less:
Treasury stock at cost, 20,300 shares ( 61,479) ( 61,479)
Total shareholders equity (deficit) (2,079,332) (2,075,826)
Total liabilities and stockholder
equity (deficit) 79 20
Note: The balance sheet of December 31, 1995 has been taken from the
unaudited financial statements at that date and condensed.
II-4
GENERAL DEVICES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30 June 30
1996 1995 1996 1995
Net Sales $ - $ - $ - $ -
Operating expenses
Cost of sales - - - -
Selling, general and
administrative (2,459) ( 7,713) (3,858) (10,703)
Operating Gain (Loss) (2,459) ( 7,713) (3,858) (10,703)
Other income and (expense)
Interest expense - (33,870) - (67,678)
Miscellaneous income 352 12,591 352 120,566
Gain (loss) from
continuing operations (2,107) (28,992) (3,506) 42,185
Net gain (loss) per share (0.0005) (0.01) (0.0008) 0.01
Dividends None None None None
Average weighted number of
shares outstanding 4,076,623 4,076,623 4,076,623 4,076,623
The accompaning notes are an integral part of the financial statements.
II-5
GENERAL DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
Unaudited)
Six Months Ended
June 30,
1996 1995
Cash flow from operating activities:
Net income (loss) $ (3,506) $ 78,884
Depreciation and amortization - -
Changes in assets and liabilities:
(Increase) decrease in accounts - ( 1.447)
receivable
(Increase) decrease in other assets - 4,183
Increase (decrease) in accounts
payable and accrued expenses 3,565 (81,639)
Increase (decrease) in other
liabilities - -
Total adjustments 3,565 (78,903)
Net cash provided (used) by operations 59 ( 19)
Net increase (decrease) in cash
and cash equivalents 59 ( 19)
Cash and cash equivalents - beginning 20 21
Cash and cash equivalents - end 79 2
Supplemental disclosures of cash flow
information:
Cash paid during the period for:
Interest -0- -0-
Income Taxes -0- -0-
II-6
GENERAL DEVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Condensed Consolidated Financial Statements
The condensed consolidated balance sheet as of June 30, 1996, the
condensed consolidated statement of operations for the three and six
months ended June 30, 1995 and 1996 and the condensed consolidated
statement of cash flow for the six months ended, have been prepared by
the Company without audit. In the opinion of management, all
adjustments (which include normal recurring adjustments) necessary to
present fairly the financial position at June 30, 1996 and for all
periods presented have been made.
Certain information and footnote disclosure normally included in
financial statements in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's
December 31, 1995 Form 10K. The results of operations for the period
ended June 30, 1996 are not necessarily indicative of the operating
results for the full year.
2. Sharholders Equity
During the six months ended June 30, 1996, shareholders equity
decreased due to the following items: net loss of $3,506 on operations.
II-7
Management's Discussion and Analysis of
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of operations
Sales
As in last year's second quarter there were no operational sales or revenue
in the second quarter. There is nothing at all to compare to the same
period last year or the year before.
Operating Cost and Expenses
There are very few administrative expenses. There is no administrative
payroll. There are no paid employees of the Company. Administrative
activities that need to be accomplished in order to keep the Company alive
are done by the Treasurer and President, without pay, to enable an orderly
closing down. The SEC Reports and any tax reports have all been done on a
timely basis.
Interest Expenses
We had no operational developed receivables in 1996 so far, as we had none
in 1995. There was no interest paid or accrued for this period.
Income Taxes
There were no provisions made for taxes on income in the first 6 months of
1996.
At December 31, 1995, the Company had net operating carryforwards for
federal income tax purposes of approximately $2,200,000 and general
business credit carryforwards of approximately $100,000. These losses and
credits are available to reduce future income taxes, and will expire in
various years through 2006.
Liquidity and Capital Reserves
At June 30, 1996 the Company had negative working capital of ($1,708,867)
versus a negative working capital of ($1,705,381) at December 31, 1995, an
additional decrease of $3,486 in working capital. Net income (loss) for
the first 6 months of 1996 amounted to ($3,506). The further decrease in
working capital resulted primarily from loss from operations. Working
capital is negative at both December 31, 1995 and June 30, 1996 mainly
because the Company is in default on the interest payments due on the
outstanding debentures, and the $928,000 principal now due is in default
therefore is classified as a current debt.
II-8
At June 30, 1996, the Company had no outstanding borrowing with banks.
Prompted by the fact that profits in our Search and Placement business all
but dried up at the end of 1991 and we could no longer depend on that
subsidiary for cash flow help, the Company was forced to arrange other
financing. As reported earlier the impractability of arranging high cost
"factoring" financing for our small amount of accounts receivable
encouraged management to accept the offer of a principal of the Company,
the President, to make loans to the Company on an accounts receivable
factoring basis through a company owned by him, but at least one half the
cost as any of the concerns the Company had investigated would charge.
This financing arrangement was used through 1992 and still is in place to
be used if needed.
As mentioned in previous reports, further infusion of long term capital
would be necessary if the Company was to continue in business 1n 1996 and
beyond. It is doubtful that the Company can continue as a going concern
without some outside help or reorganization.
Our long term objective is to stay in business, even though we have no
revenues, no assets or employees at present. We have very little operating
overhead. We are making all our reports both SEC and IRS and are still in
business, but are an inactive concern.
Part II - Other Information
Item 1. - Legal Proceedings
None
Item 2. Change in Securities
None
Item 5. - Other Information
None
Item 6. - Exhibits and Reports on Form 8K
Exhibit 27 (EX-27) Financial Data Schedule
II-9
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereto duly
authorized.
GENERAL DEVICES, INC.
Dated: August 9, 1996 By:(S)
Theodore A. Raymond
President
