<PAGE>
================================================================================
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, 1997
----------------------
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 0-24092
---------
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
Incorporation or Organization) Identification No.)
16350 PARK TEN PLACE, HOUSTON, TEXAS 77084
-------------------------------------------
(Address of Principal Executive Office, Including Zip Code)
281-492-7100
------------
(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 SEPTEMBER 5, 1997: 5,128,990
---------
================================================================================
<PAGE>
POSITRON CORPORATION
Form 10-QSB for the quarter ended June 30, 1997
INDEX
Page
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEETS AS OF DECEMBER 31, 1996
AND JUNE 30, 1997 2
STATEMENTS OF OPERATIONS FOR THE THREE
MONTHS ENDED JUNE 30, 1996 AND 1997 3
STATEMENTS OF OPERATIONS FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND 1997 4
STATEMENTS OF CASH FLOW FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND 1997 5
NOTES TO FINANCIAL STATEMENTS 6 - 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION 9 - 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 2. CHANGES IN SECURITIES 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 12
ITEM 5. OTHER INFORMATION 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURE 13
1
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
POSITRON CORPORATION
Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
December 31, 1996 June 30, 1997
----------------- -------------
ASSETS:
- ------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 382 $ 12
Accounts receivable 520 937
Notes receivable 324 324
Inventory 2,633 2,644
Prepaid expenses 159 75
Other current assets 426 13
------ ------
Total Current Assets 4,444 4,005
Plant and Equipment, net 967 842
Intangible Assets, net 106 95
------ ------
Total Assets $5,517 $4,942
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
- -----------
Current Liabilities:
Bank overdraft $ $ 85
Accounts payable, trade 1,113 1,519
Accrued liabilities 2,654 3,067
Revolving line of credit 75 262
Notes payable to affiliate 663 663
Notes payable, other 1,335 1,247
Unearned revenue 267 434
------ ------
Total Current Liabilities 6,107 7,277
------ ------
Other Liabilities 68 63
------ ------
SHAREHOLDERS' EQUITY
Preferred stock, Series A 8% cumulative convertible
redeemable, $1 par, 3,075,318 shares authorized,
2,694,562 and 1,716,889 outstanding, respectively 2,405 1,717
Preferred stock, Series B 8% cumulative convertible
redeemable, $1 par, 25,000 shares authorized,
issued and outstanding 25 25
Common stock, $0.01 par, 15,000,000 shares
authorized 3,637,320 issued and outstanding 43 51
Additional paid-in capital 41,374 42,070
Accumulated deficit (44,505) (46,261)
------ ------
Total Shareholders' Equity (658) (2,398)
------ ------
Total Liabilities and Shareholders' Equity $5,517 $4,942
====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
POSITRON CORPORATION
Statement of Operations
(in thousands except per share amounts)
(Unaudited)
Three Months ended June 30,
--------------------------
1996 1997
---- ----
REVENUE:
- -------
System sales $ --- $ ---
Fee per scan 51 86
Service and components 436 391
---------- ----------
487 477
---------- ----------
Cost of system sales --- ---
Cost of fee per scan 41 39
Cost of service and components 214 82
-----------------------
255 121
---------- ----------
Gross profit 232 356
---------- ----------
OPERATING EXPENSE:
- -----------------
Research and development 567 141
Selling and marketing 249 143
General and administrative 865 343
---------- ----------
1,681 627
---------- ----------
Operating loss (1,449) (271)
---------- ----------
OTHER (INCOME) EXPENSE:
- ----------------------
Other (74) (48)
Interest (income) expense (39) (102)
---------- ----------
(113) (150)
---------- ----------
Net loss $ (1,562) $ (421)
========== ==========
Net loss per share $(.43) $(.09)
========== ==========
Weighted average shares used in computing
net loss per share 3,637,320 4,831,653
========== ==========
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
POSITRON CORPORATION
Statement of Operations
(in thousands except per share amounts)
(Unaudited)
Six Months ended June 30,
------------------------
1996 1997
---- ----
REVENUE:
- -------
System sales $ 650 $ ---
Fee per scan 190 208
Service and components 852 889
---------- ----------
1,692 1,097
---------- ----------
Cost of system sales 316 ---
Cost of fee per scan 90 78
Cost of service and components 322 279
Provision for loss on system exchange 1,000
-----------------------
1,728 357
---------- ----------
Gross profit (36) 740
---------- ----------
OPERATING EXPENSE:
- -----------------
Research and development 1,101 616
Selling and marketing 489 343
General and administrative 1,860 1,247
---------- ----------
3,450 2,206
---------- ----------
Operating loss (3,486) (1,466)
---------- ----------
OTHER (INCOME) EXPENSE:
- ----------------------
Other (48) (99)
Interest (income) expense (105) (191)
---------- ----------
(153) (290)
---------- ----------
Net loss $ (3,639) $ (1,756)
========== ==========
Net loss per share $(1.00) $(.38)
========== ==========
Weighted average shares used in computing
net loss per share 3,637,320 4,629,255
========== ==========
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
POSITRON CORPORATION
Statements of Cash Flows
(in thousands)
(Unaudited)
Six months ended June 30,
------------------------
1996 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
- ------------------------------------
Net loss $(3,639) $(1,756)
Adjustments to reconcile net loss to net cash
used by operating activities -
Depreciation 177 81
Amortization of intangible assets 12 11
Change in assets and liabilities -
(Increase) decrease in accounts receivable 67 (417)
(Increase) in inventories 216 (11)
Decrease in prepaid expenses 24 84
(Increase) in other current assets (91) 413
Increase in bank overdraft 85
Increase (decrease) in accounts payable, trade (951) 406
Increase in accrued liabilities 1,370 413
(Decrease) in note payable to affiliate (410) --
Increase (decrease) in unearned revenue (292) 167
(Decrease) in other liabilities (5) (5)
Increase in revolving line of credit -- 187
------- -------
Net cash used by operating activities (3,522) (342)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
- ------------------------------------
Capital expenditures, net (25) (44)
------- -------
Net cash provided (used in)
by investing activities (25) (44)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
- ------------------------------------
Proceeds from issuance of preferred stock 3,375
Conversion of note payable affiliates to
preferred stock 650
Conversion of preferred stock to common stock (8)
Preferred stock offering costs (575)
------- -------
Net cash provided by financing activities 3,450 (8)
------- -------
Net decrease in cash and cash equivalents (97) (394)
Cash and cash equivalents at the beginning
of the period 102 382
------- -------
Cash and cash equivalents at the end of the
period $ 5 $ 12
======= =======
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
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, 1996. 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, 1996, as reported in the Form 10-KSB, have been omitted.
2. Company Operations
------------------
Since its inception the Company has been unable to sell its POSICAM(TM)
systems in sufficient quantities to be profitable. Consequently, the Company
has sustained substantial losses. Net losses for the year ended December 31,
1996 and the three and six months ended June 30, 1997 were $6,375,000, $421,000
and $1,756,000 respectively. The Company had an accumulated deficit of
$46,261,000 at June 30, 1997. Due to the sizeable selling prices of the
Company's systems and the limited number of systems sold or placed in service,
the Company's revenues have fluctuated significantly period to period.
At June 30, 1997, the Company had cash and cash equivalents totaling
approximately $12,000 and bank overdrafts totaling approximately $85,000
compared to cash and cash equivalents of approximately $382,000 at December 31,
1996. The bank overdrafts were cleared subsequent to the end of June 1997
without any loss to the Company or payees. During the first six months of 1997,
the Company has been unable to meet certain of its obligations as they came due.
As a result of the Company's liquidity problem, employees of the Company have
deferred payment of 1997 salaries through June 30, 1997 totaling approximately
$425,000. Additionally, the Company is in arrears to most of its vendors and
suppliers. As of June 30, 1997, such amount owed totaled approximately
$1,500,000. The Company has had discussions with a number of potential
investors regarding the sale of additional equity securities to such investors.
If the Company is successful in raising additional capital, it is its intention
to utilize a portion of such funds to significantly reduce the level of its past
due obligations to its employees, vendors and suppliers.
Although the Company has been actively pursuing the above financing
alternative, no assurances can be given that the Company will be able to
successfully alleviate its current financial difficulties. Failure of the
Company to obtain an alternate source of capital is likely to have a material
adverse effect on the Company's ability to continue as a going concern.
Additionally, the Company currently has no shares of its Common Stock
available for issuance and all authorized shares have either been issued or
reserved for issuance in respect of outstanding options and warrants or
convertible securities. The lack of such available shares significantly
restricts the Company's ability to raise capital through the issuance of
additional equity securities. While the Company believes that its shareholders
will approve an increase in the number of authorized shares of Common Stock at
its Annual Meeting of Shareholders, no assurance can be given that such increase
in authorized shares will be approved by the Company's shareholders.
6
<PAGE>
3. General Electric Transaction
----------------------------
In July 1996, the Company and General Electric Company ("GE") entered into
an Acquisition Agreement (the "Agreement"), which initially expired on January
4, 1997, pursuant to which the Company agreed to purchase a portion of GE's
product line relating to the design, engineering, and manufacture of certain PET
equipment and related cyclotron systems (the "Business"). Under the terms of
the Agreement, the Company agreed to (i) purchase from GE all of the capital
stock of its wholly owned Swedish subsidiary, and (ii) purchase or license from
GE substantially all of its assets which are used principally in the conduct of
Business. Additionally, the Company and GE entered into a Sales and Marketing
Agreement (the "Marketing Agreement") pursuant to which, subject to the
conditions and limitations set forth therein GE agrees to purchase on an
exclusive basis, and the Company agreed to supply to GE, certain PET equipment
and related cyclotron systems (collectively the "PET Products"). The initial
term of the Marketing Agreement was for five (5) years. Subject to the
conditions set forth therein, GE agreed that, during the initial term of the
Marketing Agreement, GE would not, directly or indirectly engage in the design,
engineering or manufacturing of PET Products.
In exchange for the sale by GE of the assets described above and the
capital stock of its Swedish subsidiary, as well as the performance by GE of its
obligations under the Marketing Agreement, the Company agreed to pay to GE cash
of $25 million, subject to certain specified adjustments. Additionally, the
Company agreed to issue to GE a number of shares of its Common Stock (the
"Acquisition Stock") which, would equal 10% of the Common Stock outstanding
immediately after consummation of the acquisition and issuance of the
Acquisition Stock, assuming conversion of all outstanding shares of the
Company's convertible preferred stock and related common stock purchase warrants
and the issuance and exercise of the GE Option (described below). The Company
also agreed to issue to GE an option (the "GE Option") to purchase a number of
shares of Common Stock which, upon exercise and conversion into shares of the
Company's Common Stock, would equal 15% of the Common Stock outstanding
immediately after consummation of the acquisition and the issuance of the
Acquisition Stock, assuming conversion of all outstanding shares of the
Company's convertible preferred stock and the issuance, exercise and conversion
of the GE Option. The GE option was initially exercisable for three (3) years
at an exercise price of $4.25. On January 4, 1997, GE and the Company agreed to
extend the expiration date of the Agreement until March 31, 1997.
Closing of the GE Acquisition did not occur on March 31, 1997, nor did GE
agreed to extend the Agreement beyond March 31, 1997. On April 10, 1997, GE
informed the Company that it was exercising its right to terminate the Agreement
and that it would pursue other options for its PET business. GE remained open
to discussing a transaction on revised terms, if and only if, (i) a prompt
closing and payment of the full purchase price are assured, (ii) the transaction
makes business sense for both parties, and (iii) all necessary details can be
agreed upon by parties. The Company and GE have no binding agreement to proceed
with these discussions, nor can any assurances be given that if they do proceed,
the parties will reach any workable agreement.
4. Net Loss Per Share
------------------
Net loss per common share for the three and six months ended June 30, 1996
and 1997 have been computed by dividing net loss by the weighted average number
of shares of Common Stock outstanding during these periods.
5. Reclassifications:
-----------------
Certain amounts have been reclassified in order to conform to current-
period presentations.
6. Estimates
---------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of
7
<PAGE>
assets and liabilities and disclosures of contingent assets or liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ from those estimates.
8
<PAGE>
POSITRON CORPORATION
(Form 10-QSB for the three and six months ended June 30, 1997)
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Comparison of the Results of Operations for the six months ended
June 30, 1996 and 1997.
Total revenue decreased $595,000 or 35.2% from $1,692,000 for the six
months ended June 30, 1996 to $1,097,000 for the same period ended
June 30, 1997.
Revenue from system sales was $650,000 for the first six months of 1996
compared to $0 for the first six months of 1996. Fee per scan revenue remained
relatively constant increasing $18,000 or 9.5% from $190,000 during the first
six months of 1996 to $208,000 for the six months of 1997. Additionally, service
and component sales revenue increase $37,000 or 4.3% during the same period.
Gross profit (loss) during the first six months of 1996 was $(36,000)
compared to $357,000 for the six months ended June 30, 1997. The 1996 loss
resulted principally from the booking of a provision for loss of $1,000,000 on
the anticipated exchange of the initial production model HZL series scanner that
is not performing up to specification. Exclusive of the mentioned provision for
and the gross margin related to system sale, operating margin on service and fee
per scan margin revenue increase approximately 7.5%.
Total operating expense decreased approximately $1,244,000 or 36.1% from
$3,450,000 for the six months ended June 30, 1996 to $2,206,000 for the same
period in 1997. The decrease principally results from reduced personnel cost.
Comparison of the Results of Operations for the three months ended
June 30, 1996 and 1997.
Total revenue decreased $10,000 or approximately 2.1% from $487,000 to
$477,000 for the three months ended June 30,1996 and 1997, respectively. Fee per
scan revenue increased approximately $35,000 or 68.6% from $51,000 for the
quarter ended June 30, 1996 to $86,000 for the three months ended June 30, 1997.
Additionally, revenue from service and component sale decreased $45,000 or 10.3%
for the same periods. The decrease in service revenue reflects a maintenance
contract that was not renewed during the last quarter of 1995. That particular
customer has elected a time and materials method of service.
Gross profit for the three months ended June 30, 1997 was $356,000 an
increase of $124,000 or 53.4% from $232,000 for the quarter ended June 30, 1996.
The increase in gross profit is principally the result of significantly lower
personnel cost as the Company more effective utilizes its service personnel to
service multiple systems.
Total operating expense decreased 62.7% or $1,054,000 from $1,681,000 for
the quarter ended June 30, 1996 to $627,000 for the three months ended June 30,
1997. Significantly lower personnel cost and lower rent expense accounted for
the decrease.
Financial Condition
- -------------------
Since its inception the Company has been unable to sell its POSICAM(TM)
systems in sufficient quantities to be profitable. Consequently, the Company has
sustained substantial losses. Net losses for the year ended December 31, 1996
and the three and six months ended June 30, 1997 were $6,375,000, $421,000 and
$1,756,000 respectively. The Company had an accumulated deficit of $46,261,000
at June 30, 1997. Due to the sizeable selling prices of the Company's
9
<PAGE>
systems and the limited number of systems sold or placed in service, the
Company's revenues have fluctuated significantly period to period.
At June 30, 1997, the Company had cash and cash equivalents totaling
approximately $12,000 and bank overdrafts totaling approximately $85,000
compared to approximately $382,000 at December 31, 1996. The overdrafts were
cleared subsequent to the end of June 1997 without any losses to the Company or
the payees. During the first six months of 1997, the Company has been unable to
meet certain of its obligations as they came due. As a result of the Company's
liquidity problem, certain management level employees have deferred payment of
1997 salaries through June 30, 1997 totaling approximately $425,000.
Additionally, the Company is in arrears to many of its vendors and suppliers. As
of June 30, 1997, such amount owed totaled approximately $1,500,000. The Company
has had discussions with a number of potential investors regarding the sale of
additional equity securities to such investors. If the Company is successful in
raising additional capital, it is its intention to utilize a portion of such
funds to significantly reduce the level of its past due obligations to its
employees, vendors and suppliers.
Although the Company has been actively pursuing the above financing
alternative, no assurances can be given that the Company will be able to
successfully alleviate its current financial difficulties. Failure of the
Company to obtain an alternate source of capital is likely to have a material
adverse effect on the Company's ability to continue as a going concern. /(1)/
Additionally, the Company currently has no shares of its Common Stock
available for issuance and all authorized shares have either been issued or
reserved for issuance in respect of outstanding options and warrants or
convertible securities. The lack of such available shares significantly
restricts the Company's ability to raise capital through the issuance of
additional equity securities. While the Company believes that its shareholders
will approve an increase in the number of authorized shares of Common Stock at
its Annual Meeting of Shareholders, no assurance can be given that such increase
in authorized shares will be approved by the Company's shareholders. /(1)/
Due to the severe financial difficulties being experienced by the Company
as of December 1, 1997 it has not made the necessary upgrade nor has it replaced
the initial production model HZL series scanner mentioned above. The Company and
the customer have agreed to defer ultimate resolution of this matter until such
time as the Company is financially stronger. The Company anticipates that the
ultimate future cash costs of replacing the scanner will be significantly less
than the $1 million reserve. A possible solution to the problem includes the
completion and installation of a partially complete HZL scanner currently in
inventory. The Company estimates that an additional $200,000 would have to be
spent to complete and install this machine. /(1)/ Alternatively, the Company is
discussing the possibility of refunding a portion of the purchase price to the
customer. The Company anticipates that such refund would not exceed $500,000.
/(1)/
The Company believes that the cash required to fund either of the two
mentioned alternatives would be available from operations or from the below
mentioned financings. /(1)/ If the Company is unable to complete the mentioned
financings or if operations do not generate sufficient cash flow to finance the
purchase of the inventory required to complete the HZL system in inventory it is
likely to have a material adverse effect on the Company's ability to remain a
going concern. /(1)/
The Company has a verbal agreement with Uro-Tech, Ltd. extending the
maturity date of its loan until April 30, 1998. If the Company is unable to
liquidate this debt by such extended maturity date the Company will request an
additional extension of the maturity date. The Company believes that Uro-Tech,
Ltd. will extend the maturity date of its loan to the Company if requested,
however, there can be no assurance that an additional extension will be granted
to the Company./(1)/
10
<PAGE>
On December 10, 1997, the Company received formal notice under its loan
agreement with ProFutures Bridge Capital Fund, L.P., ("ProFutures") of the
occurrence of an event of default. The default is the failure of the Company to
pay the unpaid principal amount and earned interest under the note on its
original maturity date. As of December 8, 1997 the Company owed ProFutures
$957,601.30 consisting of unpaid principal of $957,601.30 and accrued interest
of $0. Additionally, the Company is in violation of Section 6(f) of the loan
agreement wherein it agreed to promptly discharge all of its uncontested debts
and liabilities.
It is the Company's intention to request a formal waiver of the events of
default under the ProFutures loan agreement until such time that it is able to
alleviate its current financial difficulties through one of the financing
alternatives mentioned above. /(1)/ The Company believes that it will be
successful in securing such waiver, however, there can be no assurance that an
additional extension will be granted to the Company./(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, 1996.
11
<PAGE>
PART II - OTHER INFORMATION
POSITRON CORPORATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGE IN SECURITIES
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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, 1996 AND 1997.
11.1 COMPUTATION OF LOSS PER COMMON SHARE FOR THE
SIX MONTHS ENDED JUNE 30, 1996 AND 1997.
27.0 FINANCIAL DATA SCHEDULE.
(b) REPORTS ON FORM 8-K:
12
<PAGE>
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: December 29, 1997 /s/ DAVID O. RODRIGUE
--------------------------------------
David O. Rodrigue
Vice President, Chief Financial Officer
(Duly Authorized Officer and
Principal Accounting Officer)
13
<PAGE>
EXHIBIT 11.0
POSITRON CORPORATION
STATEMENT RE: COMPUTATION OF PER SHARE LOSS
For the three months ended June 30, 1997
(in thousands, except share data)
<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Net loss $ (1,562) $ (421)
---------- ----------
Weighted average common shares used in computing net loss per share 3,637,320 4,831,653
========== ==========
Net loss per share $ (0.43) $ (0.09)
========== ==========
</TABLE>
<PAGE>
EXHIBIT 11.1
POSITRON CORPORATION
STATEMENT RE: COMPUTATION OF PER SHARE LOSS
For the six months ended June 30, 1997
(in thousands, except share data)
<TABLE>
<CAPTION>
1996 1997
---------- ----------
<S> <C> <C>
Net loss $ (3,639) $ (1,756)
========== ==========
Weighted average common shares used in computing net loss per share 3,637,320 4,629,255
========== ==========
Net loss per share $ (1.00) $ (0.38)
========== ==========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1997 APR-01-1997
<PERIOD-END> JUN-30-1997 JUN-30-1997
<CASH> 12 0
<SECURITIES> 0 0
<RECEIVABLES> 937 0
<ALLOWANCES> 0 0
<INVENTORY> 2,644 0
<CURRENT-ASSETS> 4,005 0
<PP&E> 842 0
<DEPRECIATION> 81 0
<TOTAL-ASSETS> 4,942 0
<CURRENT-LIABILITIES> 7,277 0
<BONDS> 0 0
0 0
1,742 0
<COMMON> 0 0
<OTHER-SE> (2,398) 0
<TOTAL-LIABILITY-AND-EQUITY> 4,942 0
<SALES> 1,097 477
<TOTAL-REVENUES> 1,097 477
<CGS> 357 121
<TOTAL-COSTS> 2,206 627
<OTHER-EXPENSES> 290 150
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 191 102
<INCOME-PRETAX> 0 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,756) (421)
<EPS-PRIMARY> (.38) (.09)
<EPS-DILUTED> 0 0
</TABLE>
