FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarterly period ended June 30, 1996
Commission File number 333-3530
VISION HEALTH CARE, INC.
(Name of small business issuer in its charter)
Florida 59-3356439
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
c/o Barrack & Liane, P.A.
100 W. Bay Street
Jacksonville, Florida 32202
(Address of principal executive offices) (Zip Code)
(904) 356-9431
(Issuer's telephone number, including area code)
Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ; No X .
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the issuer's
classes of common equity, as of June 30, 1996. 126,000
<PAGE>
VISION HEALTH CARE, INC.
INDEX
Page
PART I. Financial Information Number
Item 1. Financial Statements . . . . . . . . . . . . . . . . . . . . . 3
Balance Sheet as of June 30, 1996 . . . . . . . . . . . . . . 3
Notes to Balance Sheet . . . . . . . . . . . . . . . . . . . 4
Item 2. Plan of Operation . . . . . . . . . . . . . . . . . . . . . . 5
PART II. Other Information and Signatures
Item 6. Exhibits and Reports of Form 8-K . . . . . . . . . . . . . . 6
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
VISION HEALTH CARE, INC.
Balance Sheet
June 30, 1996
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $54,126
Due from Vision Care, Inc. (Note 2) 4,716
------
Total current assets 58,842
OTHER ASSETS
Organizational costs 15,134
------
Total assets $73,976
======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $49,976
------
Total liabilities 49,976
------
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value, 1,000,000
shares authorized, 126,000 shares issued
and outstanding 1,260
Additional paid-in capital 22,740
------
Total stockholders' equity 24,000
------
Total liabilities and stockholders' equity $73,976
======
See Notes to Unaudited Balance Sheet
<PAGE>
VISION HEALTH CARE, INC.
NOTES TO BALANCE SHEET
June 30, 1996
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General - The Company was incorporated in May, 1995, under the laws
of Florida and was organized for the purpose of continuing the
administration of vision care plans currently being conducted by Vision
Care, Inc., a not-for-profit corporation. The Company's Registration
Statement on Form S-1 was declared effective by the Securities and
Exchange Commission on July 22, 1996, and the offering of the Company's
common stock commenced. The Company intends to use the proceeds from the
offering to acquire the assets of Vision Care, Inc. for $5 million and the
assumption of certain liabilities. The Company had no operations at June
30, 1996.
Organizational Costs - Amortization will be provided using the
straight-line method over five years.
NOTE 2 - RELATED PARTY
The Company has board members and stockholders, which are also board
members of Vision Care, Inc. At June 30, 1996, Vision Care, Inc. owed the
Company $4,716 for expenses incurred in connection with the Company's
acquisition of Vision Care, Inc.'s assets.
<PAGE>
Item 2. Plan of Operation
The Company was formed in May 1995 as a for-profit Florida
corporation for the purpose of purchasing substantially all of the assets
of Vision Care, Inc. ("VCI"), a non-stock, not-for-profit, Florida
corporation engaged in the management, administration and provision of
pre-paid vision care service plans in Florida. The Company and VCI
entered into an Asset Purchase Agreement on March 21, 1996 (the "Asset
Purchase Agreement") providing for the Company to acquire substantially
all of VCI's assets for $5 million, adjusted by an amount equal to any
increase or decrease in the net book value of VCI from December 31, 1995
to the end of the last calendar month preceding the date of closing. Had
the closing occurred in July 1996, the purchase price would have been
$5,160,220. The closing of the acquisition is contingent upon the
Company's sale of a sufficient number of shares of common stock (and the
borrowing of the balance of any funds necessary) to fund the cash portion
of the purchase price.
The Company currently is offering for sale up to 504,000 shares of
its common stock pursuant to its Registration Statement on Form S-1, which
was declared effective by the Securities and Exchange Commission on July
22, 1996. Funds received upon a subscription for shares pursuant to such
offering are being held in an escrow account at Compass Bank, in
Jacksonville, Florida, pending the sale of no fewer than 250,000 shares
and the satisfaction of the other conditions to closing contained in the
Asset Purchase Agreement. The Company intends to seek short-term
financing to enable it to close the acquisition if it obtains
subscriptions for at least 250,000 shares, but fewer than 504,000 shares,
prior to termination of the offering. The loan, which would be fully
secured by a certificate of deposit owned by VCI, would be repaid from the
proceeds of the sale of additional shares and/or from cash flow from
operations following the acquisition. In the event that the net proceeds
from the sale of the Company's common stock and the loan are not
sufficient to pay the cash portion of the acquisition price, no shares
will be sold, the Asset Purchase Agreement will be terminated and all
funds held in escrow will be returned to investors together with their pro
rata share of any interest earned.
If the Company is successful in raising the funds necessary to close
the acquisition of VCI's assets, the Company intends to continue managing,
administering and providing its products and services in the same manner
in which VCI has. VCI currently contracts with public and private
employers, HMOs, PPOs, health insurance carriers, self-insured
corporations, unions and other associations (collectively, "Sponsors") to
provide pre-paid group managed vision care services to members, clients or
employees of the Sponsors who choose to participate in a plan. The
Sponsors provide access to a large number of potential participants
thereby enabling VCI to reach a greater number of persons with the
economic burden of marketing directly to the public. As of June 30, 1996,
VCI had contracts with 509 Sponsors, the vast majority of which are
assignable by VCI without the consent of the Sponsor enabling the Company
to continue services to the current Sponsors. The Company anticipates that
the revenues generated from such contracts will allow the Company to
satisfy its cash requirements without having to raise additional funds in
the immediate future.
The Company believes that VCI, through its staff and brokers, has
developed loyal relationships with its Sponsors' employees, members and
clients with quality vision care products and services. At June 30, 1996,
VCI had approximately 59 employees, including 53 administrative personnel,
and 6 sales personnel. The Company anticipates hiring most, if not all, of
VCI's employees after the acquisition.
<PAGE>
PART II. OTHER INFORMATION AND SIGNATURES
Item 6. Exhibits and Reports on Form 8-K
Exhibits
Exhibit 27 Financial Data Schedule
Reports on Form 8-K
None.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant has caused this report to be signed on its behalf by the
undersigned, there unto duly authorized.
VISION HEALTH CARE, INC.
DATE: September 4, 1996 By:/s/ Peter D. Liane
Peter D. Liane, President and
Chief Executive Officer
DATE: September 4, 1996 By:/s/ Terrance W. Naberhaus
Terrance W. Naberhaus, Treasurer,
Chief Financial Officer and
Principal Accounting Officer
<PAGE>
EXHIBIT INDEX
Sequential
Page Number
Exhibit 27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 54,126
<SECURITIES> 0
<RECEIVABLES> 4,716
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 58,842
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 73,976
<CURRENT-LIABILITIES> 49,976
<BONDS> 0
0
0
<COMMON> 1,260
<OTHER-SE> 22,740
<TOTAL-LIABILITY-AND-EQUITY> 73,976
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
