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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
/x/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period
ended March 31, 1997
Commission File Number 0-95440
M T FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
NEVADA 36-4010347
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
875 NORTH MICHIGAN AVENUE, SUITE 2930
CHICAGO, IL 60611
(Address of principal executive offices)(Zip Code)
(312) 397-2620
(Registrant'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: /x/ NO: / /
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 29,211,026 SHARES OF COMMON
STOCK, $.001 PAR VALUE PER SHARE, ISSUED AND OUTSTANDING AS OF MARCH 31, 1997.
NO SHARES OF PREFERRED STOCK, $.01 PAR VALUE PER SHARE, WERE ISSUED OR
OUTSTANDING AS OF THAT DATE.
Transitional Small Business Disclosure Format:
YES: / / NO: /x/
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INDEX
PAGE
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED). . . . . . . . . . . 1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION. . . . . . . . . . . . . . . . 5
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . 5
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . 5
i
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
MARCH 31, 1997
(UNAUDITED) DECEMBER 31, 1996
------------------ -----------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 96,056 $ 66,657
Interest receivable 13,906 31,094
----------- -----------
Total current assets 109,962 97,751
United States Treasury Notes,
face value $1,100,000, at market 1,095,570 1,107,715
----------- -----------
TOTAL ASSETS $ 1,205,532 $ 1,205,466
----------- -----------
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES-ACCOUNTS PAYABLE $ 11,721 $ 2,841
----------- -----------
SHAREHOLDERS' EQUITY
Preferred stock, par value --- ---
$.01 per share, 5,000,000 shares
authorized, none issued
Common stock, par value $.001 29,211 29,211
per share, 150,000,000 shares
authorized; 29,211,026 shares
issued and outstanding
Additional paid-in Capital 2,269,652 2,269,652
Deficit accumulated during the
development stage (1,117,877) (1,122,828)
Unrealized holding gain 12,825 26,590
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 1,193,811 1,202,625
----------- -----------
TOTAL LIABILITIES AND $ 1,205,532 $ 1,205,466
SHAREHOLDERS' EQUITY ----------- -----------
----------- -----------
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
1
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M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS CUMULATIVE
ENDED MARCH 31, AMOUNTS FROM
REVENUES 1997 1996 APRIL 1, 1989
-------- ---- ---- -------------
Investment Income $ 19,459 $ 18,522 $ 184,408
EXPENSES
General and
administrative
and state
income taxes 14,507 19,337 380,112
--------- --------- ----------
Net Income (Loss) $ 4,952 $ (815) $ (195,704)
--------- --------- ----------
Net Income (Loss)
Per Common Share --- ---
--------- ---------
Weighted Average
Number Of 29,211,026 29,211,026
Common Shares ---------- ----------
Outstanding
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
2
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M T FINANCIAL GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED CUMULATIVE
March 31, AMOUNTS FROM
OPERATING ACTIVITIES: 1997 1996 APRIL 1, 1989
---- ---- -------------
<S> <C> <C> <C>
Net income (loss) $ 4,952 $ (815) $ (195,704)
Amortization of (1,620) (1,620) (15,120)
discount on
United States
Treasury Notes
Issuance of ---- ---- 9,863
common stock
for professional
services
Changes in operating
assets and
liabilities:
Interest receivable 17,187 15,938 (13,907)
Accounts payable 8,880 (10,431) 10,971
--------- ---------- -----------
Net cash provided 29,399 3,072 (203,897)
by (used in) --------- ---------- -----------
operating
activities
INVESTING ACTIVITIES
Purchase of United
States Treasury ---- ---- (1,067,625)
Notes --------- ---------- -----------
FINANCING ACTIVITIES
Proceeds from
issuance of common ---- ---- 1,327,944
stock
Proceeds from ---- ---- 39,634
capital --------- ---------- -----------
contributions
by stockholders
Net cash provided ---- ---- 1,367,578
by financing --------- ---------- -----------
activities
NET INCREASE 29,399 3,072 96,056
IN CASH AND CASH
EQUIVALENTS
CASH AND CASH 66,657 193,266 ----
EQUIVALENTS AT --------- ---------- -----------
BEGINNING OF PERIOD
CASH AND CASH $ 96,056 $ 196,338 $ 96,056
EQUIVALENTS AT --------- ---------- ---------
END OF PERIOD --------- ---------- ---------
</TABLE>
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
3
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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 1997
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information pursuant to Regulation S-B. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the
three months ended March 31, 1997 are not necessarily indicative of the results
that may be expected for the year ended December 31, 1997. For further
information refer to the financial statements and footnotes thereto included in
Form 10-KSB for the year ended December 31, 1996 filed by the Company.
2. TOTAL ASSETS; INVESTING ACTIVITIES
The Company's Board of Directors has adopted a resolution that the Company
does not intend to be an "investment company" within the meaning of the
Investment Company Act of 1940 (the "Act"), and declared the business of the
Company to be that of seeking at least majority ownership of one or more
operating companies as soon as reasonably practicable, which business is
consistent with the Company's past business purposes and activities. The Board
further resolved that until such an acquisition is completed, the Company shall
maintain its assets in cash, U.S. government securities or other property that
would not cause the Company to be an "investment company" as defined in the Act.
4
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
During the quarter ended March 31, 1997, M T Financial Group, Inc. (the
"Company" or "M T Financial") was inactive and was not carrying on any business
operations. As a result, the Company generated no revenues from operations.
The Company's net income for the three months ended March 31, 1997 was $4,952,
compared to a net loss of $815 for the same period in the prior year. The
income resulted from investment income being in excess of general and
administrative expenses. (Unrealized gains and losses with respect to the
Company's investment in U.S. Treasury Notes are excluded from earnings and are
reported as a separate component of shareholders' equity until realized.)
After the close of business on April 17, 1997, the Company executed a Plan
and Agreement of Recapitalization and Merger (the "Agreement") among the
Company, Photogen, Inc. ("Photogen") and certain other parties. The execution
of the Agreement was announced by the Company in a press release filed with the
Securities and Exchange Commission on a Form 8-K dated April 18, 1997, and the
Agreement was filed on a Form 8-K dated May 2, 1997 (as amended by a Form 8-KA
dated May 2, 1997). Each of the foregoing reports on Form 8-K are incorporated
herein by reference, and these reports should be consulted for information about
known trends, events and uncertainties that are reasonably likely to have a
material impact on the Company and its business, its need for sources of
liquidity, income and revenues (or losses) from continuing operations, and
similar matters.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits are furnished with this Form 10-QSB:
Exhibit Description
2 Plan and Agreement of Recapitalization and Merger, dated as
of April 17, 1997, among the Company, Photogen, Inc. and
certain other parties (attached as Exhibit 2 to the
Registrant's Current Report on Form 8-KA dated
May 2, 1997 and incorporated herein by reference).
3(i) Articles of Incorporation of M T Financial Group, Inc.
(attached as Exhibit 3(i) to the Registrant's Current Report
on Form 8-K dated March 31, 1995 and incorporated herein by
reference).
5
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3(ii) By-Laws of M T Financial Group, Inc. (attached as Exhibit
3(ii) to the Registrant's Current Report on Form 8-K dated
March 31, 1995 and incorporated herein by reference).
27 Financial Data Schedule of M T Financial Group, Inc.
99 Press release of the Registrant, dated April 18, 1997,
relating to the transactions in the Plan and Agreement of
Recapitalization and Merger, dated as of April 17, 1997
(attached as Exhibit 99 to Registrant's Form 8-K dated April
18, 1997 and incorporated herein by reference).
(b) Reports on Form 8-K.
None.
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.
M T Financial Group, Inc.
/s/ Stuart P. Levine
-------------------------
Date: May 14, 1997 Stuart P. Levine, President
and Chief Financial Officer
6
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EXHIBIT INDEX
Exhibit
No. Description
2 Plan and Agreement of Recapitalization and Merger, dated as
of April 17, 1997, among the Company, Photogen, Inc. and
certain other parties (attached as Exhibit 2 to the
Registrant's Current Report on Form 8-KA dated
May 2, 1997 and incorporated herein by reference).
3(i) Articles of Incorporation of M T Financial Group, Inc. (attached
as Exhibit 3(i) to the Registrant's Current Report on Form 8-K
dated March 31, 1995 and incorporated herein by reference).
3(ii) By-Laws of M T Financial Group, Inc. (attached as Exhibit 3(ii)
to the Registrant's Current Report on Form 8-K dated
March 31, 1995 and incorporated herein by reference).
27 Financial Data Schedule of M T Financial Group, Inc.
99 Press release of the Registrant, dated April 18, 1997, relating
to the transactions in the Plan and Agreement of
Recapitalization and Merger, dated as of April 17, 1997
(attached as Exhibit 99 to Registrant's Form 8-K dated
April 18, 1997 and incorporated herein by reference).
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM
10-QSB FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 96,056
<SECURITIES> 1,095,570
<RECEIVABLES> 13,906
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 109,962
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,205,532
<CURRENT-LIABILITIES> 11,721
<BONDS> 0
0
0
<COMMON> 29,211
<OTHER-SE> 1,164,600
<TOTAL-LIABILITY-AND-EQUITY> 1,205,532
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (4,952)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,952
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,952
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,952
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
