UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarter Ended March 31,1997
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 March 31, 1997:
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
March 31,1997 (unaudited) and
December 31, 1996 (unaudited) II-4
Consolidated Statement of Operations for
Three months ended march 31,1997
and 1996 (unaudited) II-5
Condensed Consolidated Statement of
Changes in Financial Position Three
months ended March 31, 1997 and
1996 (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-9
Item 6. Exhibits and Reports on Form 8-K II-9
II-3
GENERAL DEVICES, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
March 31 December 31
1997 1996
ASSETS
Current assets:
Cash 17 15
Accounts Receivable - -
Total current assets 17 15
Total assets 17 15
LIABILITIES & SHAREHOLDER EQUITY
Pre-petition Liabilities 2,179,210 2,179,210
Current liabilities:
Current portion of long-term debt - -
Accounts payable - -
Other accrued liabilities 2,408 670
Total current liabilities 2,408 670
Long term debt:
Other Liabilities - -
Total liabilities 2,181,618 2,179,880
Shareholders equity:
Common stock $.01 par value: authorized
10,000,000 shares. issued 4,076,623 40,766 40.766
Capital in excess of par value 1,998,255 1,998,255
Retained earnings (4,159,143) (4,157,610)
(2,120,122) (2,118,386)
Less:
Treasury stock at cost, 20,300 shares ( 61,479) ( 61,479)
Total shareholders equity (deficit) (2,181,601) (2,179,865)
Total liabilities and stockholder
equity (deficit) 17 15
Note: The balance sheet of December 31, 1996 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
March 31
1997 1996
Net Sales $ - $ -
Operating expenses
Cost of sales - -
Selling, general and
administrative ( 1,266) (2,990)
Operating Gain (Loss) ( 1,266) (2,990)
Other income and (expense)
Interest expense - (33,807)
Miscellaneous income - 107,975
Gain (loss) from
continuing operations ( 1,266) 71,178
Net gain (loss) per share (0.0003) 0.02
Dividends None None
Average weighted number of
shares outstanding 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)
Three Months Ended
March 31,
1997 1996
Cash flow from operating activities:
Net income (loss) $ (1,266) $ (1,399)
Depreciation and amortization - -
Changes in assets and liabilities:
(Increase) decrease in accounts - -
receivable
(Increase) decrease in other assets - -
Increase (decrease) in accounts
payable and accrued expenses - 1,404
Increase (decrease) in other
liabilities 1,267 -
Total adjustments 1,267 1,404
Net cash provided (used) by operations 1 5
Net increase (decrease) in cash
and cash equivalents 1 5
Cash and cash equivalents - beginning 16 20
Cash and cash equivalents - end 17 25
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 March 31, 1997, the
condensed consolidated statement of operations for the three months
ended March 31, 1997 and 1996 and the condensed consolidated
statement of cash flow for the Three 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 March 31, 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, 1996 Form 10K. The results of operations for the period
ended March 31, 1997 are not necessarily indicative of the operating
results for the full year.
2. Shareholders Equity
During the nine months ended March 31, 1997, shareholders equity
decreased due to the following items: net loss of $1,266 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 First quarter there were no operational sales or revenue
in the First 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 need to be accomplished in order to perform the duties of a
Debtor In Possession are handled by the Treasurer and the President without
pay to enable an orderly Administration.The S.E.C. reports and any tax
filings have all been done on a timely basis.The monthly operating reports
required by the Court have all been done in a timely manner as well as the
payment of the Quarterly Fee to the U.S. Trustee each quarter.
Interest Expenses
We had no operational developed receivables in 1997 so far, as we had none
in 1996. There was no interest paid or accrued during this period.
Income Taxes
There were no provisions made for taxes on income in the first 3 months of
1997.
At December 31, 1996, the Company had net operating carryforwards for
federal income tax purposes of approximately $2,700,000 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 March 31, 1997 the Company had negative working capital of ($2,181,617)
versus a negative working capital of ($2,180,350) at December31,1996
an additional decrease of $1,267 in working capital. Net income (loss) for
the first 3 months of 1997 amounted to ($1,267). The further decrease in
working capital resulted primarily from loss from operations.
Working capital is negative at both December 31, 1996 and on March 31,
1997. Since the date of the petition filing, August 23, 1996 all current
liabilities at that date are now considered non-current liabilities
and listed accordingly on the balance sheet.
II-8
At March 31, 1997, 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 was in place up
untill the filing of the petition on August 23, 1996.
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 was doubtful that the Company could continue as a going concern
without some outside help or reorganization. The Company filed a petition
for Chapter 11 Reorganization on August 23, 1996.
Our long term objective was to stay in business, even though we had no
revenues, no assets or employees . We have had very little operating
overhead. We have made all our reports both SEC and IRS and are still in
business, but are an inactive concern that has filed for Chapter 11
Reorganization. The Company is in the process of preparing a Plan of
Reorganization.We are making our Monthly Operating Reports to the Court.
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
(a) An Exhibit 27, Financial Date Schedule, is attached as an
exhibit
(b) A Form 8K was filed on September 6, 1996 noting our filing
for Chapter 11 Reorganization on August 23, 1996.
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: May 9 1997 By:(S)
Theodore A. Raymond
President
II-10
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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