-----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, VW0BFvJ80uOdQ+6qE0glS0gmc7sypi4e1NXHfnTPqpSH2fw9GxxKU6rAoStyvxe5 Oyjl377wzvAyvuXT1R3Qsw== 0000912057-99-001902.txt : 19991025 0000912057-99-001902.hdr.sgml : 19991025 ACCESSION NUMBER: 0000912057-99-001902 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19991022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWER DESIGNS INC CENTRAL INDEX KEY: 0000079829 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 111708714 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-01921 FILM NUMBER: 99732324 BUSINESS ADDRESS: STREET 1: 14 COMMERCE DR CITY: DANBURY STATE: CT ZIP: 06810 BUSINESS PHONE: 2037487001 MAIL ADDRESS: STREET 1: 14 COMMERCE DR CITY: DANBURY STATE: CT ZIP: 06810 10QSB 1 10QSB SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-QSB (Mark One) |X| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended December 31, 1998. |_| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from ______________to ______________. Commission File No. 0-1921 POWER DESIGNS INC. - -------------------------------------------------------------------------------- (Name of Small Business Issuer as specified in its charter) Delaware 11-1708714 - ------------------------------- ------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 14 Commerce Drive, Danbury, Connecticut 06810 (Address of principal executive offices) (Zip Code) (203) 748-7001 - -------------------------------------------------------------------------------- (Issuer's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (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 |_| No |X| 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 Sections 12, 13 and 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes |_| No |X| APPLICABLE ONLY TO CORPORATE REGISTRANTS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 2,391,493 as of November 17, 1998 Transitional Small Business Issuer Format (check one): Yes |_| No |X| POWER DESIGNS, INC. FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998 INDEX PART I - FINANCIAL INFORMATION PAGE NO. Item 1. FINANCIAL STATEMENTS Condensed Consolidated Balance Sheet as of December 31, 1998 and 1997............................................4 Condensed Consolidated Statement of Operations for the six months ended December 31, 1998 and 1997.......................6 Condensed Consolidated Statement of Changes in Stockholders' Deficit for the six months ended December 31, 1998 and 1997............................................7 Condensed Consolidated Statement of Cash Flows for the six months ended December 31, 1998 and 1997.......................8 Notes to Condensed Consolidated Financial Statements..................9 . Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS...........................................................13 PART II - OTHER INFORMATION Item 3. DEFAULTS ON SENIOR SECURITIES........................................17 Item 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................18 Signatures....................................................................19 2 PART I. FINANCIAL INFORMATION Item 1. Financial Statements 3 POWER DESIGNS, INC. Condensed Consolidated Balance Sheet (Unaudited) December 31, 1998 and 1997
1998 1997 ------------ ------------ ASSETS Current Assets: Cash $ 95,698 $ (13) Accounts receivable, less allowance for doubtful accounts 563,325 270,347 of $21,625 in 1998; $0 in 1997 Inventories 814,100 880,679 Prepaid expenses 24,773 5,283 ------------ ------------ Total current assets 1,497,896 1,156,296 ------------ ------------ Equipment and Leasehold Improvements, net 467,299 764,583 ------------ ------------ Other Assets: Other assets 164,937 23,796 ------------ ------------ 164,937 23,796 ------------ ------------ Total assets $ 2,130,132 $ 1,944,675 ============ ============ 4 LIABILITIES AND STOCKHOLDERS' DEFICIT Current Liabilities Notes payable Debtor in possession facility $ 245,000 $ -- Affiliated companies -- 7,468,671 Preferred shareholders -- 1,087,415 Seller of assets acquired -- 990,000 Others -- 1,664,500 Current portion of capital lease obligations -- 41,165 Advances under factoring agreement 311,581 -- Accounts payable 105,695 2,304,981 Accrued expenses 237,492 265,665 Accrued interest 4,162 334,243 Accrued warranty expense -- 203,369 Payables related to reorganization including accrued interest -- 188,586 ------------ ------------ Total current liabilities 903,930 14,548,595 ------------ ------------ Long-Term Liabilities Capital lease obligation - less current portion -- 98,734 Liabilities subject to compromise 15,670,141 -- ------------ ------------ 15,670,141 98,734 ------------ ------------ Total liabilities 16,574,071 14,647,329 ------------ ------------ Stockholders' deficit Common stock , $.0001 par value. 10,000,000 shares authorized 240 240 2,391,493 shares issued and outstanding at December 31, 1998 and 1997 Preferred stock, $.01 par value, 1,000,000 shares authorized; 3,167 3,167 316,743 shares issued and outstanding at December 31, 1998 and 1997 Additional paid-in capital 1,382,807 1,382,807 Accumulated deficit (15,830,153) (14,088,868) ------------ ------------ Total stockholders' deficit (14,443,939) (12,702,654) ------------ ------------ Total liabilities and stockholders' deficit $ 2,130,132 $ 1,944,675 ============ ============
5 Power Designs, Inc. Condensed Consolidated Statement of Operations (Unaudited) For The Three and Six Months Ended December 31, 1998 and 1997
3 months ended 3 months ended 6 months ended 6 months ended December 31, 1998 December 31, 1997 December 31, 1998 December 31, 1997 ----------------- ----------------- ----------------- ----------------- Net Sales $ 811,194 $ 482,174 $ 1,556,900 $ 1,236,839 Cost of Sales 501,596 1,830,248 988,821 2,600,293 ----------- ----------- ----------- ----------- Gross profit (loss) 309,598 (1,348,074) 568,079 (1,363,454) Operating Expenses Selling, general and admin. expense 172,029 697,479 353,196 1,232,302 Research and development 37,763 153,105 77,531 270,505 Depreciation and amortization 9,023 3,004,099 17,884 3,122,255 ----------- ----------- ----------- ----------- 218,815 3,854,683 448,611 4,625,062 Net profit (loss) before other income (expense) and reorganization items 90,783 (5,202,757) 119,468 (5,988,516) ----------- ----------- ----------- ----------- Other income (expense): Investment income 1,265 3,371 4,893 3,671 Interest expense (44,816) (536,837) (91,468) (951,929) ----------- ----------- ----------- ----------- Other expense (43,551) (533,466) (86,575) (948,258) ----------- ----------- ----------- ----------- Net profit (loss) before reorganization items 47,232 (5,736,223) 32,893 (6,936,774) Reorganization items 57,885 -- 61,885 -- ----------- ----------- ----------- ----------- Net loss $ (10,653) $(5,736,223) $ (28,992) $(6,936,774) =========== =========== =========== =========== Weighted average number of common shares outstanding 2,391,493 2,391,493 2,391,493 2,391,493 =========== =========== =========== =========== Net loss per share $ (0.01) $ (2.40) $ (0.01) $ (2.90) =========== =========== =========== ===========
6 POWER DESIGNS, INC. Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) For The Three and Six Months Ended December 31, 1998 and 1997
Common Stock Preferred Stock --------------------------------------------------------------------------------------------- Additional Shares Par Shares Par Paid In Accumulated Issued Value Issued Value Capital Deficit --------------------------------------------------------------------------------------------- Balance, June 30, 1997 2,391,493 $ 240 316,743 $ 3,167 $ 1,382,807 $ (7,152,094) Net loss -- -- -- -- -- (1,200,551) Balance, September 30, 1997 2,391,493 240 316,743 3,167 1,382,807 (8,352,645) Net loss -- -- -- -- -- (5,736,223) ------------ ------------ ------------ ------------ ------------ ------------ Balance, December 31, 1997 2,391,493 $ 240 316,743 $ 3,167 $ 1,382,807 $(14,088,868) ============ ============ ============ ============ ============ ============ Balance, June 30, 1998 2,391,493 $ 240 316,743 $ 3,167 $ 1,382,807 $(15,801,161) Net loss -- -- -- -- -- (18,339) Balance, September 30, 1998 2,391,493 240 316,743 3,167 1,382,807 (15,819,500) Net Loss (10,653) ------------ ------------ ------------ ------------ ------------ ------------ Balance, December 31, 1998 2,391,493 $ 240 316,743 $ 3,167 $ 1,382,807 $(15,830,153) ============ ============ ============ ============ ============ ============
7 POWER DESIGNS, INC. Condensed Consolidated Statement of Cash Flows (Unaudited) For The Six Months Ended December 31, 1998 and 1997
6 months ended 6 months ended December 31, 1998 December 31, 1997 Cash Flows From Operating Activities Net loss $ (28,992) $(6,936,774) Adjustments to reconcile net loss to net cash used in operating activities Depreciation and amortization 75,839 3,193,507 Reorganization items 61,885 -- Changes in operating assets and liabilities, net of assets acquired in business combination: Decrease (increase) in accounts receivable (69,730) 458,794 Decrease (increase) in inventories (47,662) 1,011,568 Increase in prepaid expenses 9,717 (3,760) Decrease (increase) in other assets (24) 51,816 Increase in accounts payable and accrued expenses 8,089 653,852 Increase in payables related to reorganization -- 86,460 ----------- ----------- Net cash used in operating activities before reorganization items 9,122 (1,484,537) ----------- ----------- Reorganization items Reorganization items paid (8,000) -- ----------- ----------- Net cash used in operating activities (8,000) Cash Flows From Investing Activities: Purchase of property and equipment (5,040) (117,834) Payments related to assets acquired -- (21,908) ----------- ----------- Net cash used in investing activities (5,040) (139,742) Cash Flows From Financing Activities Net increase (decrease) in advances from affiliates -- 1,589,100 Capital lease obligations incurred on equipment net of principal repayments -- 61,267 Payment of deferred financing costs -- (25,000) Principal payments on notes payable -- (10,000) Advances under factoring agreement 58,254 -- ----------- ----------- Net cash provided by financing activities 58,254 1,615,367 ----------- ----------- Net increase (decrease) in cash 54,336 (8,912) Cash (overdraft) and cash equivalents, beginning of period 41,362 8,899 ----------- ----------- Cash (overdraft) and cash equivalents, end of period $ 95,698 $ (13) =========== ===========
8 POWER DESIGNS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1998 and 1997 - -------------------------------------------------------------------------------- Note 1. Basis of Presentation The condensed consolidated financial statements included herein have been prepared by Power Designs, Inc. (the "Company"), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission applicable to a going concern. These rules assume that assets will be realized and liabilities will be discharged in the normal course of business. The Company and its wholly-owned subsidiary filed petitions for relief under Chapter 11 of the United States Bankruptcy Code ("Chapter 11") on January 22, 1998 (the "Filing"). The Debtors are presently operating their business as debtors-in-possession subject to the jurisdiction of the United States Bankruptcy Court for the Bridgeport District of Connecticut (the "Bankruptcy Court"). Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although management of the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the notes thereto. In the opinion of the management of the Company, the condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary to fairly present the results for the interim periods to which these financial statements relate. The results of operations for the six months ended December 31, 1998 are not necessarily indicative of the results to be expected for the full year. The consolidated statements of operations for the periods ended December 31, 1998 and December 31, 1997 include the operations of PDIXF Acquisition Corporation for these same periods respectively. Certain reclassifications have been made to the prior period's financial statements to conform with classifications used in the current period. Note 2. - Petition for Relief Under Chapter 11 In the Chapter 11 case, substantially all liabilities as of the date of the Filing are subject to resolution under a plan of reorganization to be voted upon by the Debtors' creditors and stockholders and confirmed by the Bankruptcy Court. Schedules have been filed by the Debtors with the Bankruptcy Court setting forth the assets and liabilities of the Debtors as of the Filing as shown by the Debtors' accounting records. Differences between amounts shown by the Debtors and claims filed by creditors will be investigated and reconciled. The amount and settlement terms for such disputed liabilities are subject to allowance by 9 the Bankruptcy Court. Ultimately the adjustment of the total liabilities of the Debtors remains subject to a Bankruptcy Court approved plan of reorganization, and, accordingly, the amount of such liabilities is not presently determinable. Under the Bankruptcy Code, the Debtors may elect to assume or reject real estate leases, employment contracts, personal property leases, service contracts and other executory pre-petition contracts, subject to Bankruptcy Court approval. The Debtors continue to review leases and contracts, as well as other operational changes, and cannot presently determine or reasonably estimate the ultimate outcome of, or liability resulting from, this review. Claims secured against the Debtors' assets ("secured claims") also are stayed, although the holders of such claims have the right to move the Court for relief from the stay. Secured claims are secured primarily by liens on the Debtor's machinery, equipment and accounts receivable. Note 3. Liabilities Subject to Compromise Liabilities subject to compromise are as follows: Notes payable - affiliated companies $ 7,015,553 (a) Notes payable - preferred shareholders 1,087,415 (a) Notes payable - seller of assets acquired 990,000 (a) Notes payable - others 2,266,500 Accounts payable 2,388,677 Accrued expenses 375,135 (b) Accrued interest 1,017,719 Accrued warranty expense 197,684 Capital lease obligation 142,872 (a) Payables related to 1994 reorganization including accrued interest 188,586 ------------ Total $ 15,670,141
(a) Notes payable to affiliated companies, preferred shareholders and seller of assets acquired, as well as capital lease obligation, include secured debt, which should be considered, due to various factors, subject to compromise. The Plan of Reorganization filed May 12, 1998, provides for allowed secured claims of $2,700,000 against outstanding secured notes of $9,092,968. As a result of this compromise, the Debtor has accrued interest on these, as well as other obligations through June 30, 1998. Additional interest in the amount of $789,560 on these secured obligations was incurred but not yet accrued for the six months ended December 31, 1998. Refer to Note 5, for a discussion of the credit arrangements entered into subsequent to the Chapter 11 filings. (b) The Debtor received approval from the bankruptcy Court to pay or otherwise honor certain of its pre-petition obligations, including employee wages. To date, approximately $78,655 of these arrearages have been liquidated. 10 Note 4. Operating Cash Receipts and Payments The following schedule depicts the operating cash receipts and payments for the post-petition period of October 1, 1998 through December 31, 1998. Cash flows from operating activities: Cash received from customers $ 695,125 Cash paid to suppliers and employees (720,408) Interest paid (37,292) --------- Net cash provided by operating activities before reorganization items (62,575) --------- Operating cash flows from reorganization items: Professional fees paid for services in connection with the Chapter 11 proceeding (8,000) --------- Net cash (used in) reorganization items (8,000) --------- Net cash provided by (used in) operating activities (70,575) --------- Cash flows from investing activities: Distributions from limited partnership 1,000 --------- Net cash provided by investing activities 1,000 --------- Cash flows from financing activities: Net borrowings under post-petition short-term credit facility 39,098 Principal payments on pre-petition 0 --------- Net cash provided by financing activities 39,098 Net increase in cash and cash equivalents (30,477) Cash and cash equivalents Beginning 126,175 --------- Ending $ 95,698 ---------
Note 5. Significant Events During the second quarter of fiscal 1999, the company's net profit before other income and expense was $90,783. This improvement over the second quarter fiscal 1998 net loss of ($5,202,757) is largely due to the suspension of the uninterruptible power supply/power line conditioner ("UPS/PLC") product line, improved manufacturing yields, 11 and enhanced product margins. An impairment of long-lived assets recognized in the second quarter of fiscal 1998 resulted in depreciation and amortization expense for the quarter of $3,004,099 as opposed to $9,023 for the same period in fiscal 1999. An overall reduction in personnel and overhead expenditures resulted in operating expenses of $218,815 for the three months ended December 31, 1998 as compared to $3,854,683 for the same period in the prior year. Selling, general and administrative expenses were $172,029 for the three months ended December 31, 1998 and $697,479 at December 31, 1997. The net profit (loss) for the three months ended December 31, 1998 is ($10,653). Net profit (loss) for the comparative period in the prior year is ($5,736,223). In January of 1998 pursuant to a court order, the issuer, as debtor-in-possession, entered into a financing agreement with Venture Partners Ltd., as agent, to borrow working capital, up to a maximum of $400,000. The terms of this agreement call for interest at 20% and a term of 120 days. This debt is collateralized firstly by the machinery and equipment of the issuer, and secondarily by its accounts receivable. A total of $245,000 is presently outstanding on this loan. As of this date the term of the note has expired placing the borrower in default. At this time, no demand for repayment has been received by the issuer. Similarly, in February of 1998 the issuer, pursuant to a court order, entered into a receivable factoring agreement with Porter Capital Corporation ("Porter"), whereby trade receivables are sold to Porter at 94% of face value. A 4% and 2% rebate is returned to the issuer if the receivable is collected within 60 and 90 days respectively. Fees to Porter include a minimum of 2% of the face amount of the receivables factored, and an annual interest rate of prime on the outstanding amount advanced. Collateral for this obligation comprises the factored receivables, with a secondary lien on the machinery and equipment of the issuer. In September of 1998 the before mentioned agreement was modified to a minimum fee of 2.5% for receivables collected within 60 days and an additional 1% for each additional 15 days outstanding to a maximum of 90 days. Advances under this factoring agreement were $311,581 at December 31, 1998. During the period from February 1998 through July 1999 the Company liquidated $78,655 of its pre-petition labor and vacation arrearages. As of this date the only remaining pre-petition labor arrearage is that of certain officers and accrued vacation pay for all former employees that did not return to work. During this time period the Company was in discussions with the U.S. Department of Labor regarding this matter. The Plan of Reorganization addresses the liquidation of the priority portion of these pre-petition liabilities over a period of eight months. On May 12, 1998 a Plan of Reorganization was filed by the debtors with the Office of the U.S. Trustee. Negotiations pertaining to the specifics of the Plan of Reorganization among the creditors committee(s) and the debtor continue at this writing. 12 Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations. Current Developments During the second quarter of fiscal 1999, the issuer and its wholly-owned subsidiary, continued manufacturing operations as debtors-in-possession under Chapter 11 protection. The Vantage Partners LLC, a management consulting firm retained pursuant to court order, together with Melvin A. Becker, Vice President of Operations, continued in their roles as senior management. Product offerings were confined to three historical families of products: military grade power supplies, variable autotransformers, and linear switching power supply products. Employees and contracted consultants of the issuer at December 31, 1998 number 28. Since the initial months following the Filing, the company has successfully resolved issues of material procurement with key suppliers and reinstated deteriorating relationships with distributors and customers. Liquidity has been improved by increased shipping levels and a concentrated effort on credit and collection issues with all customers. Marketing efforts have been increased in the areas of product literature development, internet advertisement, and sales representative solicitation. Despite these efforts both military and commercial orders for product continued to decline in the second fiscal quarter. Open sales orders at December 31, 1998 total $299,960. During the third quarter of fiscal year 1998 the company also initiated an effort to relocate from its thirty thousand square foot facility, to a facility one half the size. As of this date it has been determined that a down sizing and subletting of the current facility would be an alternative approach. A local real estate brokerage firm has been retained to sublet the existing facility. Although the facility continues to be presented to the marketplace, no sublease transactions have as yet been consummated. On May 12, 1998 the Company and its wholly-owned subsidiary, PDIXF Acquisition Corporation, filed a Plan of Reorganization with the Office of the U.S. Trustee. The Plan is a proposal of PDI and PDIXF to their Creditors and holders of Equity Interests. The Plan is the product of discussions with the Debtors' senior secured creditor, Inverness, which has agreed to support the Plan. The Plan undertakes to resolve all secured claims, administrative claims, priority claims, unsecured claims and equity interests. The Debtors believe that the distributions to be made, pursuant to the terms of this Plan, will produce for Creditors not less than they would receive if the Debtors' cases were converted to cases under Chapter 7 of the Code, the Debtors' assets liquidated and appropriate distributions therein were made as required by the Code. A copy of the Plan of Reorganization for Power Designs, Inc. and PDIXF Acquisition Corporation has been attached as an exhibit to the Form 10QSB for the period ended March 31, 1998. The Plan is currently the subject of ongoing negotiation between the Debtors and various creditor committee constituencies. 13 Liquidity and Capital Resources Pursuant to a court order, the issuer, as debtor-in-possession, has entered into a financing agreement with Venture Partners Ltd., as agent, to borrow working capital, up to a maximum of $400,000. The terms of this agreement call for interest at 20% and a term of 120 days. This debt is collateralized firstly by the machinery and equipment of the issuer, and secondarily by its accounts receivable. A total of $245,000 is presently outstanding on this loan. Similarly, the issuer, pursuant to a court order, has entered into a receivable factoring agreement with Porter Capital Corporation ("Porter"), whereby trade receivables are sold to Porter at 94% of face value. A 4% and 2% rebate is returned to the issuer if the receivable is collected within 60 and 90 days respectively. Fees to Porter include a minimum of 2% of the face amount of the receivables factored, and an annual interest rate of prime on the outstanding amount advanced. Collateral for this obligation comprises the factored receivables, with a secondary lien on the machinery and equipment of the issuer. In September of 1998 the initial six-month term had elapsed and the right to extend the agreement for a period of one year had been exercised. With this renewal the before mentioned agreement has been modified to a minimum fee of 2.5% for receivables collected within 60 days and an additional 1% for each additional 15 days outstanding to a maximum of 90 days. The issuer currently has a net stockholders' deficit of approximately $14,444,000, meaning that amounts owed to its creditors exceed the issuer's assets. The issuer is in the process of implementing and executing a Year 2000 compliance plan with the objective of having all of their significant business systems, including those that affect facilities and manufacturing activities, functioning properly with respect to the Year 2000 issue before January 1, 2000. The issuer has assessed their internal processes and systems, and believes that sales, administration, and general operations are substantially Year 2000 compliant. Prior to purchasing any new equipment or software, it is the issuer's policy to ensure that the specifications include Year 2000 compliance. As part of this assessment, significant service providers, vendors, suppliers, and customers that are believed to be critical to business operations after January 1, 2000, have been identified and steps are being undertaken in an attempt to reasonably ascertain their stage of Year 2000 readiness. The issuer intends to complete this inquiry and assessment of the Year 2000 readiness of the systems and products of these third parties by late 1999. However, due to the need to devote management and financial resources to other operational matters, the issuer has not as yet completed this inquiry and assessment. To minimize potential disruptions, the issuer intends to adopt a contingency plan, if deemed necessary, to address any issues raised during the planned assessment in 1999. Because no specific instance of material Year 2000 non-compliance has been discovered 14 to date, the issuer has not adopted a contingency plan to deal with Year 2000 issues. Based upon the internal investigation to date, the issuer does not expect the total costs of the Year 2000 review and compliance to have a material adverse effect on the business or financial results. The issuer may have to spend a material amount to develop and implement a contingency plan during 1999, if the issuer finds that a material supplier or other third party upon whom the issuer relies will face business interruptions as a result of Year 2000 issues. Based upon the review of the Year 2000 issues to date, the issuer does not anticipate significant interruption of normal internal operations. The failure to correct a material Year 2000 problem could result in an interruption in, or a failure of, certain normal business activities or operations. Such failures could materially and adversely affect the issuer's results of operations, liquidity and financial condition. The issuer believes that, with the completion of its Year 2000 assessment as scheduled, the possibility of significant interruptions of normal operations should be minimized. Results of Operations Results for the first six months of fiscal 1999 reflect a significant downsizing in operations which followed the issuer's Chapter 11 filing, and therefore represent a substantial change from the pre-petition figures for the same period in fiscal 1998. Accordingly a period-to-period comparison of the historical results of operations and financial condition of the issuer is not meaningful. Second quarter of fiscal 1999 versus second quarter of fiscal 1998. Net sales increased to $811,194 for the quarter ended December 31, 1998 as compared with $482,174 for the same period in 1997. However, gross profit (loss) increased from ($1,348,074) for the second quarter in fiscal 1998 to $309,598 for the same quarter in fiscal 1999. The resulting increase was primarily due to the shift to core product manufacturing in the third quarter of fiscal 1998. Cost of sales decreased from $1,830,248 for the second quarter of fiscal 1998 to $501,596 for the same period in fiscal 1999. A substantial portion of the increased performance is due to the shift to core product in the latter part of January 1998, resulting in a significant improvement in manufacturing yields and product margins. The bankruptcy filing in January has had a favorable impact on interest expense, allowing the company to service only that portion of the post filing debt attributable to post filing operating activity. Quarterly interest expense decreased from $533,466 as of December 31, 1997 to $43,551 as of December 31, 1998. The halting of the UPS/ PLC product line and simultaneous impairment of Goodwill has eliminated the related amortization, contributing to the reduction in operating expenses from $3,854,683 for the quarter ending December 31, 1997 as compared to $218,815 for the quarter ending December 31, 1998. First six months of fiscal 1998 versus first six months of fiscal 1999. 15 Net sales increased from $1,236,839 for the six months ended December 31, 1997 as compared to $1,556,900 for the six months ended December 31, 1998. Likewise, gross profit (loss) increased from a loss of ($1,363,454) for the six months ended December 31, 1997 to a profit of $568,079 for the six months ended December 31, 1998 the result of the low manufacturing yields and a substantial reduction in UPS/PLC inventory value. Cost of Sales decreased from $2,600,293 for the period ended December 31, 1997 to $988,821 for the same period in fiscal 1999. A substantial portion of the decrease is due to the fiscal 1998 inventory devaluation noted above. The staying of pre-petition interest bearing obligations pursuant to the issuer's Chapter 11 filing accounts for the decrease in interest expense to $86,575 as of December 31,1998 from $948,258 as of December 31, 1997. As a result of these conditions, the halting of the UPS/PLC production and full impairment of Goodwill totaling $2,846,557, the net profit (loss) for the six months ending December 31, 1998 is ($28,992), as compared to ($6,936,774) for the same period in fiscal 1998. It is the intention of the present management of the issuer to concentrate its resources on the production of its existing three product lines, to reduce operating and occupancy costs where possible, to improve marketing strategies and further customer relationships, and to replace the debtor-in-possession financing with less costly conventional debt instruments upon confirmation of a plan of reorganization. However, there can be no assurances that the issuer will be able to obtain such additional debt financing, or be successful at streamlining and improving operating results. Certain statements contained in this Item 2 regarding matters that are not historical facts, including, among others, statements regarding the future adequacy of the issuer's working capital, its ability to raise capital through debt or equity offerings, its ability to maintain or improve its present cash flow, are "forward-looking statements". Such forward-looking statements involve risks and uncertainties which may cause the actual results, performance or achievements of the issuer to be materially different from any future results, performance or achievements, express or implied by such forward-looking statements. These forward-looking statements are identified by their use of forms of such terms and phrases as "expects," "intends," "goals," "estimates," "projects," "plans," "anticipates," "should," "future," "believes," and "scheduled". The variables which may cause differences include, but are not limited to, the following: general economic and business conditions; competition; success of operating initiatives; operating costs; advertising and promotional efforts; the existence or absence of adverse publicity; changes in business strategy or development plans; the ability to retain management; availability, terms and deployment of capital; business abilities and judgement of personnel; availability of qualified personnel; labor and employee benefit costs; availability and costs of raw materials and supplies; and changes in, or failure to comply with, government regulations. Although the issuer believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the 16 assumptions could be inaccurate, and therefore, there can be no assurance that the forward-looking statements included in this filing will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the issuer or any other person that the objectives and expectations of the issuer will be achieved. PART II. OTHER INFORMATION Item 3. Defaults Upon Senior Securities As of this date the principal amount of the Venture Partners Ltd., as agent indebtedness described at Part I, Item 2 above was not paid in full, thereby placing the issuer in default. As of this date no demand for repayment has been made and all interest payments are current. There are no renewal negotiations pending. 17 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Financial Data Schedule 18 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: October 18, 1999 POWER DESIGNS, INC. Danbury, Connecticut (Registrant) By: /s/ Melvin A. Becker ------------------------------ Melvin A. Becker Secretary By: /s/ Anthony F. Intino II ------------------------------ Anthony F. Intino II Chief Financial Officer 19 EX-27.1 2 EXHIBIT 27.1
5 3-MOS JUN-30-1999 DEC-31-1998 95,698 0 563,325 0 814,100 1,497,896 825,831 (358,532) 2,130,132 903,930 15,670,141 240 0 3,167 (14,443,939) 2,130,132 811,194 811,194 501,596 501,596 218,815 0 43,551 47,232 0 47,232 0 57,885 0 (10,653) (0.01) (0.01)
EX-27.2 3 EXHIBIT 27.2
5 6-MOS JUN-30-1999 DEC-31-1998 95,698 0 563,325 0 814,100 1,497,896 825,831 (358,532) 2,130,132 903,930 15,670,141 240 0 3,167 (14,443,939) 2,130,132 1,556,900 1,556,900 988,821 988,821 448,611 0 86,575 32,893 0 32,893 0 61,885 0 (28,992) (0.01) (0.01)
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