<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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, 1996
-------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------------ -------------
COMMISSION FILE NUMBER 33-68722
--------
POSITRON CORPORATION
-----------------------------------------------------------------
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
TEXAS 76-0083622
- ------------------------------- ------------------------------------
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZAT
16350 PARK TEN PLACE, HOUSTON, TEXAS 77084
-----------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE, INCLUDING ZIP CODE)
713-492-7100
------------------------------------------------
(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
---------------------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER 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
PROCEEDINGS 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
STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON EQUITY, AS OF AUGUST 6, 1996: 3,840,492
---------
<PAGE> 2
POSITRON CORPORATION
Form 10-QSB for the quarter ended June 30, 1996
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS AS OF DECEMBER 31, 1995
AND JUNE 30, 1996 1
STATEMENTS OF OPERATIONS FOR THE THREE
MONTHS ENDED JUNE 30, 1995 AND 1996 2
STATEMENTS OF OPERATIONS FOR THE SIX
MONTHS ENDED JUNE 30, 1995 AND 1996 3
STATEMENTS OF CASH FLOW FOR THE SIX
MONTHS ENDED JUNE 30, 1995 AND 1996 4
NOTES TO FINANCIAL STATEMENTS 5, 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION 7, 8
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 9
ITEM 2. CHANGES IN SECURITIES 9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 9
ITEM 5. OTHER INFORMATION 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10
SIGNATURE 11
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
POSITRON CORPORATION
Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
December 31, 1995 June 30, 1996
----------------- ------------------
ASSETS: (unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 102 $ 5
Accounts receivable 1,417 1,350
Notes receivable -- 324
Inventory 2,666 2,450
Prepaid expenses 172 148
Other current assets 58 149
----------------- ------------------
Total Current Assets 4,415 4,426
Plant and equipment, net 1,028 876
Notes receivable 324 --
Intangible assets, net 131 119
----------------- ------------------
Total Assets $ 5,898 $ 5,421
================= ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Current Liabilities:
Accounts payable, trade $ 1,755 $ 804
Accrued liabilities 1,319 2,689
Notes payable to affiliate 1,073 663
Unearned revenue 457 165
----------------- ------------------
Total Current Liabilities 4,604 4,321
----------------- ------------------
Other Liabilities 79 74
----------------- ------------------
SHAREHOLDERS' EQUITY
Preferred stock, Series A 8% cumulative convertible
redeemable,$1 par, 2,683,332 shares authorized,
issued, and outstanding -- 2,683
Common stock, $0.01 par, 15,000,000 shares
authorized 3,637,320 issued and outstanding 36 36
Additional paid-in capital 39,309 40,076
Accumulated deficit (38,130) (41,769)
----------------- ------------------
Total Shareholders' Equity 1,215 1,026
----------------- ------------------
Total Liabilities and Shareholders' Equity $ 5,898 $ 5,421
================= ==================
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE> 4
POSITRON CORPORATION
Statement of Operations
(in thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended June 30,
---------------------------------------
1995 1996
--------------- ---------------
<S> <C> <C>
REVENUE:
System sales $ 2,560 $ --
Fee per scan -- 51
Service and components 426 436
--------------- ---------------
2,986 487
--------------- ---------------
Cost of system sales 1,578 --
Cost of fee per scan -- 41
Cost of service and components 115 214
--------------- ---------------
1,693 255
--------------- ---------------
Gross profit 1,293 232
--------------- ---------------
OPERATING EXPENSE:
Research and development 577 567
Selling and marketing 467 249
General and administrative 826 865
--------------- ---------------
1,870 1,681
--------------- ---------------
Operating loss (577) (1,449)
--------------- ---------------
OTHER INCOME (EXPENSE):
Other income (expense), net 12 (74)
Interest income (expense), net 27 (39)
--------------- ---------------
39 (113)
--------------- ---------------
Net loss $ (538) $ (1,562)
=============== ===============
Net loss per share $ (.15) $ (.43)
=============== ===============
Weighted average shares used in computing
net loss per share 3,637,320 3,637,320
=============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
POSITRON CORPORATION
Statement of Operations
(in thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Six Months ended June 30,
---------------------------------------
1995 1996
--------------- ---------------
<S> <C> <C>
REVENUE:
System sales $ 2,560 $ 650
Fee per scan -- 190
Service and components 858 852
--------------- ---------------
3,418 1,692
--------------- ---------------
Cost of system sales 1,578 316
Cost of fee per scan -- 90
Cost of service and components 285 322
Provision for loss on system exchange -- 1,000
--------------- ---------------
1,863 1,728
--------------- ---------------
Gross profit 1,555 (36)
--------------- ---------------
OPERATING EXPENSE:
Research and development 1,200 1,101
Selling and marketing 866 489
General and administrative 1,469 1,860
--------------- ---------------
3,535 3,450
--------------- ---------------
Operating loss (1,980) (3,486)
--------------- ---------------
OTHER INCOME (EXPENSE):
Other income (expense), net 12 (48)
Interest income (expense), net 75 (105)
--------------- ---------------
87 (153)
--------------- ---------------
Net loss $ (1,893) $ (3,639)
=============== ===============
Net loss per share $ (.52) $ (1.00)
=============== ===============
Weighted average shares used in computing
net loss per share 3,637,320 3,637,320
=============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
POSITRON CORPORATION
Statements of Cash Flows
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six months ended June 30,
----------------------------------------
1995 1996
---------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,893) $ (3,639)
Adjustments to reconcile net loss to net cash
used by operating activities -
Depreciation 85 177
Amortization of intangible assets 12 12
Change in assets and liabilities -
(Increase) decrease in accounts receivable (489) 67
(Increase) decrease in inventories (262) 216
(Increase) decrease in prepaid expenses (11) 24
(Increase) in other current assets -- (91)
Decrease in other assets 1 --
(Decrease) in accounts payable, trade (92) (951)
Increase (decrease) in accrued liabilities (253) 1,370
(Decrease) in note payable to affiliate -- (410)
Increase (decrease) in unearned revenue 61 (292)
(Decrease) in other liabilities (5) (5)
(Decrease) in accrued research grants (375) --
---------------- ---------------
Net cash used by operating activities (3,221) (3,522)
---------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (72) (25)
---------------- ---------------
Net cash used in investing activities (72) (25)
---------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock -- 3,375
Conversion of note payable to affiliates to preferred stock -- 650
Preferred stock offering costs -- (575)
---------------- ---------------
Net cash provided by financing activities -- 3,450
---------------- ---------------
Net decrease in cash and cash equivalents (3,293) (97)
Cash and cash equivalents at the beginning of the period 3,550 102
---------------- ---------------
Cash and cash equivalents at the end of the period $ 257 $ 5
================ ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 7
POSITRON CORPORATION
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. Basis of Presentation:
The accompanying unaudited interim financial statements have been
prepared in accordance with generally accepted accounting principles and the
rules of the U.S. Securities and Exchange Commission, and should be read in
conjunction with the audited financial statements and notes thereto contained
in the Company's Annual Report on Form 10- KSB for the year ended December 31,
1995. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes
to the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year
ended December 31, 1995, as reported in the Form 10-KSB, have been omitted.
2. Private Placement of Preferred Stock:
In February and March 1996, the Company issued 2,691,977 shares of
Series A 8% Cumulative Convertible Redeemable Preferred Stock, $1.00 par value
and Redeemable Common Stock Purchase Warrants to purchase 1,346,005 shares of
the Company's common stock. The net proceeds of the private placement were
approximately $2,466,000. Each share of the Series A Preferred Stock is
immediately convertible into one share of Common Stock. Each Redeemable Common
Stock Purchase Warrant is exercisable at a price of $2.00 per share of Common
Stock and has a liquidation preference of $1.33 per share.
As part of the issuance of the aforementioned Series A Preferred
Stock, Uro-Tech, Ltd. converted $650,000 of the amount payable to it into
433,329 shares of Redeemable Preferred Stock and 216,671 Redeemable Stock
Purchase Warrants.
In May, 1996, the Company completed the sale of the overallotment
portion of the aforementioned private placement. The overallotment sale
resulted in the issuance of an additional 383,332 shares of Series A 8%
Cumulative Convertible Redeemable Preferred Stock and Redeemable Common Stock
Warrants to purchase 191,669 shares of Common Stock of the Company. Net
proceeds from the closing of the overallotment portion of the private placement
were approximately $506,000.
3. Provision For Loss on System Exchange:
The Company was notified in the first quarter of 1996 by a customer
who purchased the initial production model HZL series scanner that the scanner
is not performing up to certain contracted specifications. These
specifications are higher than those customarily provided to purchasers of the
HZL scanner. Additionally, the scanner has experienced certain reliability
problems related to detector module failures which are currently being
corrected by the Company.
The Company has agreed with the customer to replace the scanner with a
new scanner if it is unable to bring the existing scanner up to the contracted
specifications. If necessary, the Company anticipates that the defective
scanner will be replaced by October 1996. If the replacement scanner does not
meet the contracted specifications, the customer could, among other things
return the system and demand a full refund of the approximate net purchase
price of $1,500,000; or, request a discount (partial refund) from the
contracted purchase price.
In anticipation of the potential losses to be realized in correcting
these problems, the Company increased its reserve for replacement of the
scanner by $1 million in the first quarter of 1996.
5
<PAGE> 8
4. Subsequent Events
In July, 1996, the Company completed a major upgrade for a customer of
a POSICAM (TM) HZ series scanner to the more advanced HZL scanner configuration
which is capable of performing advanced cardiological, oncological and
neurological PET scans.
On July 11, 1996, the Company completed the closing of a private
offering of units consisting of 25,000 shares of its Series B 8% Cumulative
Convertible Redeemable Preferred Stock, par value $1.00 per share, and Common
Stock Purchase Warrants to purchase up to 100,000 shares of its Common Stock,
par value $.01 per share. The Preferred Stock plus the Warrants sold for
approximately $50.00 per share of Preferred Stock. The net proceeds of the
closing were approximately $1,250,000. Each share of the Preferred Stock is
initially convertible into 25 shares of Common Stock and each Warrant is
exercisable for one share of Common Stock at an exercise price of $2.00 per
share.
Additionally, in July, 1996, the Company entered into an asset
purchase agreement with GE Medical Systems ("GE") to purchase the assets of
GE's PET operations, including its Sweden-based cyclotron division for $25
million in cash plus 10 percent of the Company's outstanding common stock. GE
also received a three-year option to purchase an additional 15 percent of the
Company's common stock. The Company and GE will each continue to sell PET
products. GE will sell and distribute PET products produced by the Company for
GE, under the terms of a purchase and distribution agreement. GE will continue
to provide service and application support to its installed base and future
installations. The transaction and associated agreements are contingent upon,
among other matters, the Company securing financing and shareholder approval.
On July 30, 1996, the Common Stock and Common Stock Purchase Warrants
of the Company began trading on Nasdaq SmallCap market.
In July and August, 1996, 203,172 shares of the outstanding Series A
Cumulative Convertible Redeemable Preferred Stock were converted to Common
Stock. Net loss per share would have been $(.41) and $(.95) for the three
and six months ended June 30, 1996, respectively, had the conversion of the
Preferred Stock occurred at the beginning of each of the presented periods.
5. Reclassifications:
Certain amounts have been reclassified in order to conform to
current-year presentations.
6
<PAGE> 9
POSITRON CORPORATION
(Form 10-QSB for the three and six months ended June 30, 1996)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following information should be read in conjunction with the financial
statements and the notes thereto and in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1995.
This analysis is provided pursuant to applicable Securities and Exchange
Commission regulations and is not intended to serve as a basis for projections
of future events.
Comparison of the Results of Operations for the six months ended June 30, 1995
and 1996.
Total revenue decreased $1,726,000 or 50.5% from $3,418,000 for the
six months ended June 30, 1995, to $1,692,000 for the six months ended June 30,
1996.
Revenue from system sales was $650,000 for the first six months of
1996 compared to $2,560,000 in the first six months of 1995. During the first
half of 1995, two systems were shipped, whereas, in the first half year of
1996, there was one shipment.
In the third quarter of 1995, the Company shipped its first system
under a fee per scan contract. Under the terms of that contract, the Company
retains ownership to the Posicam TM system and recognizes revenue based on the
number of patients scanned on a monthly basis. Included in the 1996 six month
period is $190,000 of fee per scan revenue. There was no fee per scan revenue
in the first six months of 1995.
Service revenue decreased $6,000 or 0.7% from $858,000 for the six
months ended June 30, 1995, to $852,000 for the first six months of 1996. The
decrease is attributable to a maintenance contract that expired at the end of
1995 and was not renewed until the middle of the second quarter.
In order to more properly reflect its service operations, the Company
now records certain service administrative overhead as "general and
administrative expense" rather than "cost of service and components".
Gross profit (loss) for the first six months of 1996 was $(36,000)
compared to $1,555,000 for the first six months of 1995, a decrease of
$1,591,000. The decrease is due to the booking of a provision for loss on the
anticipated exchange of a scanner explained below, as well as, two system
shipments in the 1995 period and only one in the first six months of 1996.
The Company was notified in March, 1996, by the customer who purchased
the initial production model HZL series scanner that the scanner is not
performing to certain of the contracted for specifications. These
specifications are higher than those customarily provided to purchasers of the
HZL scanner. Additionally, the scanner has experienced certain reliability
problems related to detector module failures which are currently being
corrected by the Company.
The Company has agreed with the customer to replace the scanner with a
new scanner if it is unable to bring the existing scanner up to the contracted
specification. If necessary, the Company anticipates that the defective
scanner will be replaced by October 1996. If the replacement scanner does not
meet the contracted specifications, the customer could, among other things,
return the system and demand a full refund of the approximate net purchase
price of $1,500,000; or, request a discount (partial refund) from the
contracted purchase price.
In anticipation of any potential losses to be realized in correcting
these problems, the Company increased its reserve for replacement of the
scanner by $1 million in the first quarter of 1996.
7
<PAGE> 10
In addition to the reliability problems experienced by the initial
production model's detector modules, other HZL systems are also experiencing
similar module problems. The Company has traced the primary source of the
problem to certain defective components of a purchased electronics board. The
manufacturer of the boards and the Company are engaged in negotiations to
determine the extent of liability, if any, the manufacturer has for the
failures. The Company believes that its warranty reserve of $260,000 is
adequate to cover the anticipated cost of correcting these HZL base problems.
Total operating expense decreased $85,000 or 2.4% from $3,535,000 for
the six months ended June 30, 1995, to $3,450,000 for the same period in 1996.
Research and development expense decreased $99,000 or 8.25% from
$1,200,000 in the first six months of 1995 to $1,101,000 for the same period in
1996. The decrease is principally due to reduced personnel expenses.
Selling and marketing expense decreased $377,000 or 43.53% from
$866,000 for the six months ended June 30, 1995, to $489,000 for the similar
period ending June 30, 1996. The decrease is principally due to lower personnel
costs, as well as, reduced travel costs and commission expense in the 1996
period.
General and administrative expense increased $391,000 or 26.62% from
$1,469,000 in the first six months of 1995 to $1,860,000 in the similar 1996
period. The increase is attributable to the increase in personnel costs and
inventory reserves in the 1996 period.
Comparison of the Results of Operations for the three months ended June 30,
1995 and 1996.
Total revenue decreased $2,499,000 from $2,986,000 for the second
quarter of 1995 to $487,000 for the same quarter in 1996.
System sales revenue decreased $2,560,000 from $2,560,000 for the
second quarter of 1995 to $0 for the same quarter in 1996. The 1995 quarter
included two system sales whereas there were no sales in the same period in
1996.
As explained above, in the third quarter of 1995, the Company shipped
its first system under a fee per scan contract. Thus, during the second
quarter of 1995 there was no fee per scan revenue. The Company recognized
$51,000 of fee per scan revenue in the second quarter of 1996.
Service revenue increased 2.35% or $10,000 in the quarter ended June
30, 1995, to $436,000 for the same period in 1996. The increase is
attributable to a maintenance contract which expired at the end of 1995 which
was not renewed until the second quarter of 1996.
Gross profit for the second quarter of 1996 was $232,000, a decrease
of $1,061,000 or 82.1% compared to the gross profit recognized in the second
quarter of 1995 of $1,293,000. The decrease is attributable to the lack of
system sales in the second quarter of 1996 as well as $70,000 in accruals
recorded in 1996 for a mechanical upgrade for two systems.
Total operating expense decreased approximately $189,000 or 10.1%
from $1,870,000 for the 1995 second quarter to $1,681,000 for the same period
in 1996.
Research and development expense decreased $10,000 or 1.73% from
$577,000 in the second three months of 1995 to $567,000 for the same period in
1996. The decrease is due to reduced expenditures in the consulting area.
Selling and marketing expense decreased 46.7% or $218,000 from
$467,000 in the second quarter of 1995 to $249,000 in the comparative 1996
period. The decrease is attributed to lower personnel costs, as well as a
reduction of $30,000 in travel costs.
8
<PAGE> 11
General and administrative expense increased $39,000 or 4.7%, from
$826,000 for the three months ended June 30, 1995 to $865,000 for the same time
period in 1996. This increase is due to additional inventory reserves booked
in the 1996 quarter.
Financial Condition
At June 30, 1996, the Company had cash and cash equivalents in the
amount of $5,000 compared to $102,000 at December 31, 1995. The Company
believes that its cash on hand plus cash generated from anticipated sales, plus
additional cash which was available to it from the net proceeds attributable to
the private placement of shares of Series B Preferred Stock occurring in July,
1996, and the installation of the system upgrade also in July, 1996, will be
adequate to provide sufficient funds for its anticipated operations at least
through the end of 1996.(1)
(1) This statement is a forward looking statement that involves risks and
uncertainties. Accordingly, no assurances can be given that the
actual events and results will not be materially different than the
anticipated results described in the forward looking statement. See
the discussion of the Company's business and a description of the
various factors that could materially affect the ability of the
Company to achieve the anticipated results described in the forward
looking statement which is included in Item 1 of the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1995.
9
<PAGE> 12
PART II - OTHER INFORMATION
POSITRON CORPORATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGE IN SECURITIES
In July 1996, the Company completed a private offering of units
consisting of 25,000 shares of its Series B 8% Cumulative Convertible
Redeemable Preferred Stock, par value $1 per share, and Common Stock
Purchase Warrants to purchase up to 100,000 shares of its Common
Stock, par value$.01 per share. The Preferred stock plus the Warrants
sold for approximately $50 per share of Preferred Stock. The proceeds
of the closing were approximately $1,250,000 and will be used by the
Company to make payment on trade payables, for general working capital
and to increase its net tangible assets. Each share of the Preferred
Stock is initially convertible into 25 shares of Common Stock and each
Warrant is exercisable for one share of Common Stock at an exercise
price of $2 per share. The Preferred Stock and the Warrants are not
convertible or exercisable until such time as the Company's
shareholders approve an amendment to its Articles of Incorporation
increasing the amount of the authorized Common Stock by at least
2,500,000 shares.
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
(a) EXHIBITS:
The following documents are filed as exhibits to this report.
11.0 Computation of loss per common share for the three
months ended June 30, 1995 and 1996.
11.1 Computation of loss per common share for the six months
ended June 30, 1996 and 1996.
(b) REPORTS ON FORM 8-K:
Report on Form 8-K dated July 15, 1996 reporting the sale of
Series B Preferred Stock and Common Stock Purchase Warrants,
the potential delisting from the Nasdaq National Market System
of the Company's Common Stock and Redeemable Common Stock
Purchase Warrants, and the entering into an agreement to
purchase, subject to shareholder approval and financing, the
assets of the PET division of General Electric Medical
Systems.
10
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
POSITRON CORPORATION
(Registrant)
Date: August 14, 1996 /S/
---------------------------------------
David O. Rodrigue
Vice President, Chief Financial Officer
(Duly Authorized Officer and
Principal Accounting Officer)
11
<PAGE> 14
EXHIBIT INDEX
The following documents are filed as exhibits to this report.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C>
11.0 Computation of loss per common share for the three months ended June 30, 1995 and 1996.
11.1 Computation of loss per common share for the six months ended June 30, 1996 and 1996.
27 Financial Data Schedule
</TABLE>
<PAGE> 1
POSITRON CORPORATION
STATEMENT RE: COMPUTATION OF PER SHARE LOSS
for the three months ended June 30,
(in thousands, except share data)
Exhibit 11.0
<TABLE>
<CAPTION>
1995 1996
---------- ----------
<S> <C> <C>
Net loss $ (538) $ (1,562)
========== ==========
Weighted average common shares used in computing
net loss per share 3,637,320 3,637,320
========== ==========
Net loss per share ($0.15) ($0.43)
========== ==========
</TABLE>
<PAGE> 1
POSITRON CORPORATION
STATEMENT RE: COMPUTATION OF PER SHARE LOSS
for the six months ended June 30,
(in thousands, except share data)
Exhibit 11.1
<TABLE>
<CAPTION>
1995 1996
--------- ---------
<S> <C> <C>
Net loss (1,893) (3,639)
========= =========
Weighted average common shares used in computing
net loss per share 3,637,320 3,637,320
========= =========
Net loss per share ($.52) ($1.00)
========= =========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-START> APR-01-1996 JAN-01-1996
<PERIOD-END> JUN-30-1996 JUN-30-1996
<CASH> 0 5
<SECURITIES> 0 0
<RECEIVABLES> 0 1,674
<ALLOWANCES> 0 0
<INVENTORY> 0 2,450
<CURRENT-ASSETS> 0 4,426
<PP&E> 0 876
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 5,421
<CURRENT-LIABILITIES> 0 4,321
<BONDS> 0 0
<COMMON> 0 36
0 0
0 2,683
<OTHER-SE> 0 (1,693)
<TOTAL-LIABILITY-AND-EQUITY> 0 5,421
<SALES> 0 650
<TOTAL-REVENUES> 487 1,692
<CGS> 255 1,728
<TOTAL-COSTS> 1,936 5,178
<OTHER-EXPENSES> (113) (153)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (39) (105)
<INCOME-PRETAX> (1,562) (3,639)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (1,562) (3,639)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,562) (3,639)
<EPS-PRIMARY> (.43) (1.00)
<EPS-DILUTED> (.43) (1.00)
</TABLE>
