-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ABjCFfgNA6lBLC9e+EPM4Gvp31iYqrSE9Da7L6Km1C+YPV93N0Lt0dIwNhrA2wU9 oGW4ORGz7sYD+Wvaei0YOg== 0000722839-98-000003.txt : 19980218 0000722839-98-000003.hdr.sgml : 19980218 ACCESSION NUMBER: 0000722839-98-000003 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980217 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROACTIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000722839 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 232265039 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 001-08662 FILM NUMBER: 98540250 BUSINESS ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: STE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 BUSINESS PHONE: 9046685800 MAIL ADDRESS: STREET 1: 7118 BEECH RIDGE TRAIL STREET 2: SUITE 402 CITY: TALLAHASSEE STATE: FL ZIP: 32312 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORPORATION DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: KEYSTONE MEDICAL CORP INC DATE OF NAME CHANGE: 19910103 10QSB 1 FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended: December 31, 1997 Commission File Number: 1-8662 PROACTIVE TECHNOLOGIES, INC. (formerly KEYSTONE MEDICAL CORPORATION) (Exact name of registrant as specified in its charter) Delaware 23-2265039 (State of Incorporation) (I.R.S. Employer ID No.) 7118 Beech Ridge Trail, Tallahassee, Florida 32312 (Address of principal executive offices) (Zip Code) (904) 668-8500 (Registrant's telephone number, including area code) 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 (or such shorter period that registrant was to require such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __________ No ___X_____ 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 _________ The number of shares outstanding of registrant's common stock, par value $.04 per share, as of February 11, 1997 was 18,445,648. Transitional Small Business Disclosure Format (Check one):Yes______No ___X____ PROACTIVE TECHNOLOGIES, INC. Table of Contents Page No. PART I FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Balance Sheet 3 December 31, 1997 and June 30, 1997 Condensed Consolidated Statements of Income for the Three Months and Six Months Ended December 31, 1997 and 1996 4 Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 1997 and 1996 5 Notes to Condensed Consolidated Financial Statements 6-8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9-11 PART II OTHER INFORMATION Item 1. Legal Proceedings 11 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURE 11 EXHIBIT INDEX 12 PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES (NOTE 1) CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (000's except for outstanding shares)
December 30, June 30, 1997 1997 ASSETS: Real estate inventories $ 38,322 $ 36,425 Cash and equivalents 102 292 Property and equipment, net 995 1,037 Investment in Killearn Properties, Inc. 2,982 2,253 Other Investments 134 242 Other assets 233 250 Notes Receivable 2,589 4,730 _________ _________ TOTAL ASSETS $ 45,357 $ 45,229 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY: Notes payable $ 23,527 $ 23,178 Accounts payable and accrued expenses 1,551 1,908 Income taxes payable 1,542 1,717 Deferred income tax liability 1,232 1,232 Deferred revenue 109 109 Deferred compensation payable 304 387 Customer deposits 404 572 _________ _________ Total Liabilities $ 28,669 $ 29,103 Minority Interest 313 313 Stockholders' Equity: Common stock - par value $.04 per share; authorized 60,000,000 shares; issued 18,445,648 738 726 Paid-in capital 12,285 11,886 Retained earnings 3,352 3,201 _________ _________ Total Stockholders' Equity $ 16,383 $ 15,813 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 45,357 $ 45,229 ========= ========= See Accompanying Notes to Condensed Consolidated Financial Statements
PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES (NOTE 1) CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In 000's, except for earnings per share and outstanding shares)
Three Months Ended Six Months Ended December 31, December 31, 1997 1996 1997 1996 Net sales $ 1,711 $ 2,098 $ 4,254 $ 7,979 Cost of sales 1,250 1,263 2,794 4,955 Selling, general and administrative expenses 354 310 655 719 ________ ________ _________ ________ Income from operations 107 525 805 2,305 Other Income (deductions): Interest (expense) (281) (352) (462) ( 717) Other income (expense), net ( 16) 8 ( 42) 115 Minority Interest ( 37) 20 ( 38) ( 1) ________ ________ _________ _________ (Loss) income from continuing operations before income taxes ( 227) 201 263 1,702 Income tax (benefit) expense ( 83) 70 97 497 ________ ________ __________ _________ Net (loss) income before discontinued operations $ ( 144) 131 166 1,205 Discontinued operations: Loss from operations of Decocrete Worldwide, less applicable tax benefit of $3,000 and $8,000,respectively ( 8) (13) (15) (61) ________ _________ __________ _________ Net (loss) income $ (152) $ 118 $ 151 $ 1,144 ======== ======== ========== ========= Earnings per share before Discontinued operations$ (.01) .01 .01 $ .0724 Discontinued operations $ .00 $ .00 $ .00 $ .00 ________ ________ __________ _________ Earnings per share $ (.01) $ .01 $ .01 $ .0724 ======== ======== ========== ========= Adjusted shares outstanding primary and fully diluted 18,448,718 15,794,342 18,448,718 15,794,342 Dividends Paid NONE NONE NONE NONE See Accompanying Notes to Condensed Consolidated Financial Statements
PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In 000's)
Six Months Ended December 31 1997 1996 Net Cash provided by operating activities $ 118 $ ( 938) _________ ________ Cash Flows from Investing Activities: Distribution from real estate ventures 27 32 Investment in real estate ventures 5 ( 5) Purchase of investments in equity securities (1,020) (76) Purchase of property and equipment 0 ( 5) _________ _________ Net Cash used in investing activities ( 988) (54) Cash Flows from Financing Activities: Proceeds from exercise of stock warrants 0 1,119 Proceeds from issuance of notes payable 5,216 3,183 Repayments of amounts borrowed (4,399) (3,257) _________ ________ Net Cash provided by financing activities 817 1,045 _________ ________ Net (Decrease) Increase in Cash and Cash Equivalents ( 53) 53 _________ ________ Cash and Cash Equivalents, Beginning of Period 155 154 _________ ________ Cash and Cash Equivalents, End of Period $ 102 $ 207 ========= ======== See Accompanying Notes to Condensed Consolidated Financial Statements
PROACTIVE TECHNOLOGIES, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements Form 10-QSB for the Three Months and Six Months Ended December 31, 1997 (1) Basis of Financial Presentation On February 12, 1996, Proactive Technologies, Inc. ("PTE" or the "Company") acquired 100% of the outstanding common stock of Capital First Holdings, Inc. ("Capital First") in a reverse acquisition in which Capital First's sole shareholder acquired voting control of the Company. The acquisition was accomplished through the issuance of approximately 8,559,000 shares of PTE stock which represented approximately 80% of the voting stock of PTE immediately after the transaction. For accounting purposes, the acquisition has been treated as a recapitalization of Capital First with Capital First as the acquirer. The historical financial statements prior to February 12, 1996 are those of Capital First. As a result of the acquisition, Capital First effectively changed its accounting year end to June 30 from December 31. Capital First is a developer of residential subdivisions with its principal operations in Tallahassee, Florida. The accompanying unaudited consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The information furnished reflects, in the opinion of management, all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results of the interim period presented. The accompanying consolidated financial statements and related notes should be read in conjunction with the audited financial statements of Capital First Holdings, Inc., and notes thereto, as found in Form 8-KA for the year ended December 31, 1995, the Company's Form 10-KSB for the year ended June 30, 1997, and the Company's Form 10-QSB for the three months ended September 30, 1997 (filed by EDGAR on November 14, 1997). A copy of such consolidated financial statements and notes thereto may be obtained by writing to the Company. (2) Acquisitions and Dispositions Effective August 12, 1996, the Company acquired all of the voting common stock of Flowers Properties, Inc., Highland Properties Construction Company, Inc., and Barrier Dunes Development Corporation in exchange for approximately 2,565,000 shares of PTE common stock with a stated value of $3.50 per share. Under the agreement, the number of shares was to be adjusted in the event the quoted market price of the shares at December 31, 1996 was less than $3.50 per share. Subsequently, the Company has amended this Agreement with the final resolution as to the number of shares issued. On April 3, 1997 the Company and the Flowers group agreed upon the final number of shares to be issued for the three corporations known as the Flowers entities. By mutual agreement between the parties, it was decided that the number of shares to be paid for the entities would be 4.5 million shares as follows: Highlands Properties Construction Company, Inc. - 3,200,000 shares; Flowers Properties, Inc. - 800,000 shares; and Barrier Dunes Development Corporation - 500,000 shares. The purchased corporations operations principally consist of land development in Middle and South Georgia, and Cape San Blas, Florida. The land owned by these corporations has been added to the land inventory of the Company. This acquisition will be accounted for under the purchase method of accounting. During April, 1996, the Company acquired for investment purposes approximately 8.1% of the issued and outstanding shares of Killearn Properties, Inc.(AMEX "KPI"). KPI is in the business of real estate development in the Stockbridge, Georgia area. The Company filed its Schedule 13D regarding this event on April 25, 1996. In May 1996, PTE proposed a transaction with KPI whereby KPI would exchange certain assets (consisting of the golf course and country club, a newly constructed inn and certain joint venture interests) to KPI's then Chairman of the Board and Chief Executive Officer, for his approximate 42% ownership interest in KPI, or 551,321 shares of KPI voting common stock. During August 1996, PTing receivable from the sale of a large commercial tract of property near Piney-Z Plantation. Additionally, the Company acquired a receivable in the amount of $126,000 as a result of a joint venture agreement to develop land in Thomasville, Georgia. Investments in Killearn Properties increased approximately $788,000 as a result of the acquisition of additional shares of Killearn Properties, Inc. (AMEX:KPI), bringing its total investment to 45.78% of the total issued and outstanding shares of KPI. Total liabilities decreased $351,000 from June 30, 1997 to December 31, 1997, primarily due to the payment of income taxes payable in the total amount of $175,000, and the return of about $168,000 in customer deposits. Total Shareholders' equity increased $570,000 during the current six month period, due primarily to the six month earnings of $151,000 and additional paid-in capital of approximately $400,000 from the acquisition of additional KPI shares. Management plans to continue its residential development business in Florida and Georgia, and intends to focus on the marketing and sale of its existing inventory, and will continue to look explore other possible acquisitions to complement its existing businesses. PART II - OTHER INFORMATION ITEM 1. Legal Proceedings The Company and its subsidiaries are involved from time to time in various claims and legal actions in the ordinary course of business. In the opinion of management, the Company and its subsidiaries are not party to any other legal proceedings, the adverse outcome of which, would have any material adverse effect on its business, its assets, or results of operations. ITEM 4. Submission of Matters to a Vote of Security Holders During the three months ended December 31, 1997, the Company held its Annual Meeting at which time the slate of directors for the next terms were made, and the following persons were elected to the Board of Directors: Ben S. Branch, Marshall R. Cassedy, Jr., Mark A. Conner, Langdon S. Flowers, Jr., Robert Maloney, and James A. Preiss. Other than the above, there were no other matters submitted to a vote of the security holders of the Company. ITEM 5. Other Information NONE ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits: None (b) Reports on Form 8-K: The following reports on Form 8-K or Form 8-K/A were prepared and filed during the three months ended December 31, 1997: (1) December 2, 1997, the Company filed Form 8-K/A regarding its change in certifying accountants from Coopers & Lybrand, L.L.P. to Jones and Kolb. The report of Coopers and Lybrand did not contain an adverse opinion or disclaimer of opinion and was not modified, and its letter attesting to this fact was attached. SIGNATURE 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. PROACTIVE TECHNOLOGIES, INC. (Registrant) Date: February 13, 1997 By: /s/ Mark A. Conner Mark A. Conner, President EXHIBIT INDEX Exhibit No. Description Page No. 27 Financial Data Schedule 15 12 EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 YEAR JUN-30-1997 DEC-31-1997 102,000 3,215,000 2,589,000 0 38,322,000 45,223,000 1,022,000 28,000 45,357,000 29,065,000 0 0 0 738,000 15,637,000 45,357,000 4,254,000 4,254,000 2,794,000 2,794,000 575,000 0 462,000 805,000 97,000 263,000 15,000 0 0 151,000 .01 .01
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