UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 1998
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from_____to_____
Commission file number 0-2749
DISTINCTIVE DEVICES, INC.
(Name of small business issuer in its charter
New York 13-1999951
(State of incorporation or organization) (I.R.S. Identification No.)
Suite 134, 1324 Motor Parkway, Hauppauge, New York 11788
(Address of principal executive offices)
Issuer's telephone number: (516)751-1375
Former name, former address and former fiscal year,
if changed since last report: N/A
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( )
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(X) No( )
4,119,902 shares of issuer's common stock, $.05 par value, were outstanding at
May 31, 1998. Issuer has no other class of common equity.
DISTINCTIVE DEVICES, INC. AND SUBSIDIARY
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheeets--
May 31, 1998 and February 28, 1998 3
Consolidated statements of income--
Three months ended May 31, 1998 and l997 4
Consolidated statements of cash flows--
Three months ended May 31, 1998 and 1997 5
Notes to financial statements--
May 31, 1998 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 7
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS 7
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 7
SIGNATURES 8
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DISTINCTIVE DEVICES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
May 31, February 28,
1998 1998
(Unaudited) (Audited)
ASSETS
Current Assets
Cash and cash equivalents $ 332,729 $ 339,539
Investments available-for-sale 99,688 99,500
Receivable, covenant not to
compete, current portion 7,077 7,574
------- -------
Total Current Assets 439,494 446,613
Receivable, covenant not to
compete, long term portion 9,923 11,255
Property and Equipment, net 540 630
------- -------
$ 449,957 $ 458,498
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued
expenses $ 3,555 $ 5,920
-------- --------
Total Current Liabilities 3,555 5,920
Commitments and contingencies--
See accompanying notes
Shareholders' Equity
Preferred stock, $1.00 par value
Shares authorized - 1,000,000
Issued and outstanding - None
Common stock, $.05 par value
Shares authorized - 20,000,000
Issued and outstanding - 4,119,902
205,995 205,995
Additional paid-in capital 630,178 630,178
Accumulated deficit (390,169) (383,805)
Unrealized gain on investments 398 210
-------- --------
Total Shareholders' Equity 446,402 452,578
-------- --------
$ 449,957 $ 459,498
======== ========
The accompanying notes are part of the financial statements.
DISTINCTIVE DEVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three months ended May 31,
1998 1997
Revenues:
Covenant not to compete $ 6,750 $ 1,215
Interest income 6,333 7,003
------ ------
13,083 $ 8,218
Administrative expenses (19,447) (17,208)
------ ------
Net loss $(6,364) $(8,990)
====== ======
Net loss per share of common
stock (basic and diluted) $(0.002) $(0.002)
====== ======
Average number of common
shares outstanding 4,119,902 4,119,902
The accompanying notes are part of the financial statements.
DISTINCTIVE DEVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three months ended May 31,
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (6,364) $ (8,990)
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 90 90
Decrease in operating assets:
Accounts receivable 0 10,700
Decrease in operating
liabilities:
Accounts payable and
accrued expenses (2,365) (5,602)
------- ------
(8,639) (3,802)
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in non-trade receivable 1,829 0
------- -------
1,829 0
CASH AND CASH EQUIVALENTS
Decrease during period (6,810) (3,802)
At beginning of period 339,539 363,122
------- -------
At end of period $ 332,729 $ 359,320
======= =======
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ -- $ --
Franchise taxes paid $ 380 $ 775
The accompanying notes are part of the financial statements.
DISTINCTIVE DEVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
May 31, 1998
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Accordingly, they do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management all adjustments considered necessary
for a fair presentation have been included. Operating results for the
three-month period ended May 31, 1998 are not necessarily indicative of results
that may be expected for the year ended February 28, 1999. For further
information refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-KSB for the year
ended February 28, 1998.
NOTE B - CURRENT AND LONG-TERM RECEIVABLES FROM COVENANT NOT
TO COMPETE
As discussed in its Annual Report on Form 10-KSB for the year ended February
28, 1997, the Company's operating assets and businesses were sold on July 12,
1996. Upon closing, the Company received cash equal to the approximate book
value of receivables, inventories and equipment. Added consideration is
payable monthly, over a four-year term following the sale date, in exchange for
the Company's commitment not to compete with the buyer. Such payment amounts
are subject to reduction if control of the Company changes during the four-year
term.
The date of such control change cannot be predicted. In the interim, financial
statements reflect amounts received under non-compete provisions of the
business sale agreement and the discounted value of probable future payments,
based upon management's best estimate.
NOTE C - NON-CASH INVESTING ACTIVITY
Investments available-for-sale are 4-3/4% U.S. Treasury Notes par value
$100,000 due October 31, 1998, valued at market. Market value rose $188 during
the three-month period ended May 31, 1998.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS: Since the sale of its businesses on July 12, 1996, the
Company has had no operating revenues. As a consequence, a loss resulted from
continuing operations for the three-month periods ended May 31, 1998 and 1997.
For information regarding the business sale agreement, reference is made to the
Company's Annual Report on Form 10-KSB for the year ended February 28, 1997.
Revenues include noncompete consideration and interest earned on cash
equivalents and investments. Noncompete consideration earned during the latest
three-month period does not include receipt of $2,250, which represents the
value of payments received which were previously classified (on a discounted
basis)as receivable from the covenant not to compete.
FINANCIAL CONDITION: Except for estimated amounts to be received from the
buyer of the Company's businesses, assets consist of cash and marketable
investments. Liabilities represent routine administrative expenses, either
payable or accrued at the balance sheet date. The Company has no debt and no
financial commitments outstanding.
CURRENT ACTIVITIES: The Company is actively continuing efforts to identify a
suitable merger partner, preferably a profitable, privately-held business
seeking public ownership.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
No Report on Form 8-K was filed during the period for which this Quarterly
Report is filed.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized:
DISTINCTIVE DEVICES, INC.
June 25, 1998 /s/ EARL M. ANDERSON, JR.
Earl M. Anderson, Jr.
President and Principal
Executive Officer
June 25, 1998 /s/ JAMES R. HAWK
James R. Hawk
Treasurer and Principal
Accounting Officer
Treasurer and Principal
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