<PAGE> 1
FORM 10-QSB
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT
For the transition period from _________ to ________
Commission File No. 0-16335
BIO-MEDICAL AUTOMATION, INC.
7450 East Jewell Avenue, Suite A
Denver, Colorado 80231
Telephone (303)-368-0401
Colorado 84-0922701
- ------------------------ ------------------------------------
(State of Incorporation) (IRS Employer Identification Number)
Indicate by check mark whether the Issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]
As of September 30, 1999, Registrant had 643,128 shares of its $0.10 par value
common stock outstanding.
<PAGE> 2
PART I - FINANCIAL INFORMATION
Bio-Medical Automation, Inc.
(formerly OZO Diversified Automation, Inc.)
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
September 30, 1999 December 31, 1998
------------------ -----------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 513,955 $ 8,150
Accounts receivable, net 8,150 --
Net assets of discontinued operations -- 116,901
----------- -----------
Total Current Assets 522,105 125,051
----------- -----------
PATENT COSTS 16,243 12,534
----------- -----------
TOTAL ASSETS $ 538,348 $ 137,585
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 81,310 $ 11,586
Current portion of long-term debt -- 130,000
Note payable - related parties -- 89,830
----------- -----------
Total Current Liabilities $ 81,310 231,416
----------- -----------
SHAREHOLDERS' EQUITY (DEFICIENCY)
Preferred stock $0.10 par value,
Authorized 1,000,000 shares, Issued - none
Common stock, $0.10 par value,
Authorized 5,000,000 shares,
Issued and outstanding - 643,128 (1999), 643,160 (1998) 64,313 64,316
Capital in excess of par value 1,312,049 1,312,110
Accumulated deficit (919,324) (1,470,257)
----------- -----------
Total Shareholders' Equity (Deficiency) 457,038 (93,831)
----------- -----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 538,348 $ 137,585
=========== ===========
</TABLE>
See accompanying notes to the financial statements
2
<PAGE> 3
Bio-Medical Automation, Inc.
(formerly OZO Diversified Automation, Inc.)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended September 30,
-------------------------------
1999 1998
------------ -----------
<S> <C> <C>
Revenue $ -- $ --
---------- ---------
Operating Expenses:
General & Administrative 25,707 7,473
Research & Development -- 649
Interest -- 2,600
---------- ---------
(LOSS) FROM CONTINUING OPERATIONS (25,707) (10,722)
---------- ---------
DISCONTINUED OPERATIONS
Income from discontinued operations -- 14,379
---------- ---------
NET (LOSS) INCOME ($ 25,707) $ 3,657
========== =========
INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED
Continuing operations ($ 0.04) ($ 0.02)
Discontinued operations $ -- $ 0.03
---------- ---------
NET (LOSS) INCOME PER COMMON SHARE ($ 0.04) $ 0.01
========== =========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC 643,128 481,497
========== =========
</TABLE>
See accompanying notes to the financial statements
3
<PAGE> 4
Bio-Medical Automation, Inc.
(formerly OZO Diversified Automation, Inc.)
STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
------------------------------
1999 1998
---------- -----------
<S> <C> <C>
Revenue $ -- $ --
--------- ---------
Operating Expenses:
General & Administrative 126,804 53,648
Research & Development 2,302 10,947
Interest 4,420 6,802
--------- ---------
(LOSS) FROM CONTINUING OPERATIONS (133,526) (71,397)
--------- ---------
DISCONTINUED OPERATIONS
Income from discontinued operations 684,459 31,112
--------- ---------
INCOME (LOSS) BEFORE TAXES 550,933 (40,285)
INCOME TAX EXPENSE 215,000 --
TAX BENEFIT OF NET OPERATING
LOSS CARRYFORWARDS (215,000) --
--------- ---------
NET INCOME (LOSS) $550,933 ($ 40,285)
========= =========
INCOME (LOSS) PER COMMON SHARE - BASIC
Continuing operations ($ 0.21) ($ 0.15)
Discontinued operations $ 1.09 $ 0.07
--------- ---------
NET INCOME (LOSS) PER COMMON SHARE $ 0.88 ($ 0.08)
========= =========
INCOME (LOSS) PER COMMON SHARE - DILUTED
Continuing operations ($ 0.21)
Discontinued operations $ 1.06
NET INCOME (LOSS) PER COMMON SHARE $ 0.85
=========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC 643,128 478,164
========= =========
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - DILUTED 650,628
</TABLE>
See accompanying notes to the financial statements
4
<PAGE> 5
Bio-Medical Automation, Inc.
(formerly OZO Diversified Automation, Inc.)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine months ended September 30,
------------------------------
1999 1998
----------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net Income (Loss) $ 550,933 $ 40,285
Adjustments to reconcile net income (loss)to net cash
Used in operating activities:
Decrease (increase) in assets:
(Increase) in accounts receivable (8,150) --
Increase in accounts payable and accrued
Expenses 69,726 --
Discontinued Operations:
Operating cash (used) provided 116,103 (112,902)
Depreciation & amortization 7,929 44,800
--------- ---------
Net cash provided (used) by operating activities 736,541 (108,387)
--------- ---------
Cash flows from investing activities:
Payments for patent costs (3,709) (6,421)
--------- ---------
Net cash (used) by investing activities (3,709) (6,421)
--------- ---------
Cash flows from financing activities:
Proceeds from officer loan 40,000 213,200
Payments on officer loan (54,830) (134,590)
Proceeds from director loan -- 75,000
Proceeds from issuance of common stock -- 5,500
Payments on common stock retired (64) --
Payments on director loan (75,000) --
Cash repayments by continuing operations (130,000) --
Cash repayments by discontinued operations (7,133) (44,302)
--------- ---------
Net cash (used) provided by financing activities (227,027) 114,808
--------- ---------
Net increase in cash 505,805 --
Cash at beginning of period 8,150 --
--------- ---------
Cash at end of period $ 513,955 $ --
========= =========
</TABLE>
See accompanying notes to the financial statements
5
<PAGE> 6
Bio-Medical Automation, Inc.
(formerly OZO Diversified Automation, Inc.)
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
The unaudited financial statements included herein were prepared from the
records of the Company in accordance with Generally Accepted Accounting
Principles and reflect all adjustments which are, in the opinion of Management,
necessary to provide a fair statement of the results of operation and financial
position for the interim periods. Such financial statements generally conform to
the presentation reflected in the Company's Form 10-KSB filed with the
Securities and Exchange Commission for the year ended December 31, 1998. The
current interim period reported herein should be read in conjunction with the
Company's Form 10-KSB.
The results of operations for the three months and the nine months ended
September 30, 1999, are not necessarily indicative of the results that may be
expected for the year ending December 31, 1999.
Note 1 - A summary of significant accounting policies is currently on file with
the Securities and Exchange Commission on Form 10-KSB.
6
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As a result of the completion of the sale of substantially all of the Company's
assets to JOT Automation, Inc., in March 1999 (the "JOT Transaction"), the
Company's historical business, the depaneling and routing business, is
considered to be a "discontinued operation" and, consequently, provides no
benefit to persons seeking to understand the Company's financial condition or
results of operations. Consequently, this Management's Discussion and Analysis
is divided into two parts: Discussion of Continuing Operations and Discussion of
Discontinued Operations. Management believes that the discussion of continuing
operations is more meaningful for a current understanding of the Company.
DISCUSSION OF CONTINUING OPERATIONS - RESULTS OF OPERATIONS
Substantially all of the Company's operations prior to the completion of the JOT
Transaction were devoted to the Company's historical business. Only a small
portion of the Company's general and administrative expense ($126,804 during
1999) and of the Company's research and development expense ($2,302 during 1999)
were devoted to the assets the Company retained, relating to the technology for
and the development of the prototype micro-robotic device. In addition, the
Company's continuing operations accounted for approximately $4,420 of interest
expense.
Following the completion of the JOT Transaction, the Company retained certain
intellectual property assets, which are potentially valuable for the development
of a prototype micro-robotic device. This device had been under development by
an officer of the Company, Mr. David Orthman, prior to the completion of the JOT
Transaction and the Company expected that this development would continue after
the JOT Transaction was completed. As discussed in other reports filed by the
Company, a significant amount of work is required within certain specialized
disciplines to complete the development of the prototype device. The development
of the technology and the prototype device is primarily dependent on the efforts
of David Orthman, formerly an officer and currently a director of the Company.
Mr. Orthman has been unable to continue to work on the prototype device because
of a disability that has surfaced since the completion of the JOT Transaction.
Mr. Orthman has informed the Company that doctors have advised him that it will
be six months or more before he will be able to devote any significant efforts
to the technology or the prototype device.
7
<PAGE> 8
As described in other reports filed by the Company, because of the uniqueness of
the technology and other factors, there can be no assurance that the Company
will be able to successfully develop the prototype even if Mr. Orthman is able
to devote sufficient time to the project. Without the dedicated efforts of Mr.
Orthman, it is unlikely that the Company will be able to complete the prototype
device utilizing the technology. As a result, the Company has obtained an
independent third party evaluation of the technology. The Company considers the
results of this study to be positive and a ratification of the Company's
decision to pursue the technology initially following the completion of the JOT
Transaction. However, because of Mr. Orthman's continued unavailability,
depleting working capital, and the passage of time, the Company is reconsidering
this decision and is considering alternatives which may include a merger, or
reverse acquisition, or a sale of the technology. It should be noted, however,
that the Company has not made any determination to proceed on any alternative
course and it has not identified any candidates for such action.
The Company's continuing operations accounted for no revenues during the
quarters ended September 30, 1999, or September 30, 1998, or the nine months
ended September 30, 1999, or September 30, 1998.
As a result of the small amount of operations devoted to the Company's
continuing business, the Company recognized a net loss of $25,707 from its
continuing operations in the quarter ended September 30, 1999, as compared to
$10,722 in the quarter ended September 30, 1998. The Company recognized a net
loss of $133,526 from its continuing operations for the nine months ended
September 30, 1999, as compared to a net loss of $71,397 for the nine months
ended September 30, 1998.
The Company believes that this loss from continuing operations will continue to
increase during 1999, and thereafter, until the prototype micro-robotic device
has been developed and can be commercialized, or the Company otherwise becomes
involved in a profitable enterprise, if ever. If the Company continues with the
development of the prototype device, the Company originally expected to spend
$600,000 for research and development and for general and administrative
expenses through approximately June 2000. Because of the passage of time, the
lack of progress due to Mr. Orthman's unavailability, and the Company's
depleting working capital, the budget and the time frame are likely to increase
significantly, making it less likely that the Company will be able to succeed in
the completion of the research and development. If the Company elects not to
proceed with the development of the prototype device, because of the
unavailability of Mr. Orthman, or for other reasons, the Company will have to
redefine its plan of operations, a process it has commenced. General and
administrative expenditures will be directed to maintaining the Company's status
as a public company, including (without limitation) filing reports with the
Securities and Exchange Commission.
8
<PAGE> 9
Even if the Company decides to continue the development of the prototype device,
there can be no assurance that it will be able to do so with its remaining funds
or expertise. Even if the Company is able to complete the prototype
micro-robotic device, there can be no assurance that the device will be able to
generate revenues for the Company. Unless the Company is able to generate
revenues from (or after) the development of the prototype micro-robotic device
and related technology, or from other activities if the Company determines not
to proceed with the development of the prototype device, the Company's ability
to continue as a going concern will be significantly impaired.
As a result of the completion of the JOT Transaction, the Company has a
significant amount of liquidity--approximately $441,000 as of September 30,
1999. The Company expects to spend this working capital to pursue its plan of
operations, although the plan of operations may change significantly as future
circumstances dictate. Unless the Company is able to generate revenues from (or
after) the development of the prototype micro-robotic device and related
technology, the Company's liquidity will erode until no amounts remain.
Consequently, the Company's financial condition is entirely dependent on the
successful development of the prototype micro-robotic device and related
technology, of which there can be no assurance.
9
<PAGE> 10
DISCUSSION OF DISCONTINUED OPERATIONS - RESULTS OF OPERATIONS
For the nine months ended September 30, 1999, the Company had revenues of
approximately $525,000, a 61% decrease from revenues of approximately
$1,353,000, recorded for the first nine months of 1998. The decrease in revenues
is primarily a result of no revenues being generated by discontinued operations
in the second and third quarters of 1999.
Since the Company sold its depaneling and routing business to JOT Automation,
Inc., in the "JOT Transaction" as described elsewhere in this report, the
Company no longer has any interest in continuing revenues from, or assets
associated with, its former depaneling and routing business.
10
<PAGE> 11
Year 2000 Compliance
Although there can be no assurance, the company does not anticipate that it will
suffer any adverse impact as a result of Year 2000 (Y2K) computer software
issues either as a result of third party non-compliance or as a result of
internal matters. None of the information technology or other software and
hardware systems utilized by the Company incorporates technology that is
incapable of recognizing dates beyond December 31, 1999.
In making the foregoing determination, the Company has assessed embedded systems
contained in its facility and manufacturing equipment. As a result, the Company
has not established a contingency plan to come into effect in the event of a Y2K
catastrophe and Management does not believe that such a plan is necessary. Of
course, the Company is dependent on facilities outside of their control, such as
electrical power supplies, banking facilities, transportation facilities (such
as airlines) and communications facilities.
While the Company believes, based on public reports and some notifications it
has received, that these outside facilities are or will be Y2K compliant, the
Company does not have any other basis for determining their compliance. The
operations of the Company would be significantly and adversely affected if any
of these facilities are adversely affected by the millennium and other issues
related to Y2K.
Except for historical information contained herein, the statements in this
report are forward-looking statements that are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve known and unknown risks and uncertainties,
which may cause the Company's actual results in future periods to differ
materially, from forecasted results. These risks and uncertainties include,
among other things, product demand and acceptance, market competition, and risks
inherent in the Company's international operations. These and other risks are
described elsewhere herein and in the Company's other filings with the
Securities and Exchange Commission.
11
<PAGE> 12
PART II - OTHER INFORMATION
Bio-Medical Automation, Inc.
(formerly OZO Diversified Automation, Inc.)
Items 1-4 Not Applicable.
Item 5. On March 9, 1999, the Company completed the sale of
substantially all of its assets to JOT Automation, Inc., as
more completely described in the Company's current report on
Form 8-K reporting an event of March 9, 1999, which report is
incorporated herein.
Also occurring during the reporting period were two changes
related to the executive management of the Company.
Specifically, Mr. David J. Wolenski tendered his resignation
as President and Chief Executive Officer effective at the
close of business on November 1, 1999. Although Mr. Wolenski
will no longer be an officer of Bio-Medical Automation, Inc.,
he will continue to serve on the Company's Board of Directors.
As a result of this action, Mr. Alvin L. Katz has been named
to the position of President and Chief Executive Officer, and
will replace Mr. Wolenski as of the November 1st transition
date. Mr. Katz will assume this new role in addition to his
current responsibility as Chairman of the Board of Directors.
Item 6 Exhibits and Reports on Form 8-K
a) Exhibits - none
b) Report on Form 8-K reporting events under Items 2 and 5 of
March 9, 1999, as amended.
Item 7 Not Applicable
12
<PAGE> 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.
BIO-MEDICAL AUTOMATION, INC.
By: /s/ David J. Wolenski /s/ Brantley J. Halstead
----------------------------- -----------------------------
David J. Wolenski Brantley J. Halstead
Principal Executive Officer Principal Accounting Officer
Principal Financial Officer Chief Financial Officer
Dated: November 12, 1999
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-QSB
FOR THE PERIOD ENDED SEPTEMBER, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 513,955
<SECURITIES> 0
<RECEIVABLES> 8,150
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 522,105
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 538,348
<CURRENT-LIABILITIES> 81,310
<BONDS> 0
0
0
<COMMON> 64,313
<OTHER-SE> 392,725
<TOTAL-LIABILITY-AND-EQUITY> 538,348
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 133,526
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (133,526)
<INCOME-TAX> 0
<INCOME-CONTINUING> (133,526)
<DISCONTINUED> 684,459
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 550,933
<EPS-BASIC> 0.88
<EPS-DILUTED> 0.85
</TABLE>
