<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 10-KSB
(Mark one)
(X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended September 30, 1996
------------------
OR
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
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Commission File No. 33-11935
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DENTAL SERVICES OF AMERICA, INC.
(Name of small business issuer in its charter)
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<S> <C> <C>
DELAWARE 8021 59-2754843
- ---------------------------- ---------------------------- --------------------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation Classification Code Number) Identification No.)
or organization)
</TABLE>
Issuer's Telephone Number, Including Area Code: (305) 895-0716
--------------
Securities registered under Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
None None
- ------------------- ----------------------
Securities registered under Section 12(g) of the Act:
None
----------------
(Title of Class)
Check whether the issuer (1) has filed all reports required to be Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 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
-----
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB. [ ]
The Issuer's revenues for its most recent fiscal year are $625,485
The aggregate market value of the common stock held by non-affiliates of the
registrant, computed by reference to the last known bid quotation (two dollars
($2)) for the common stock, is $11,254,500
The number of shares outstanding of the issuer's common stock, $.001 par value
per share as of September 30, 1996 is 7,320,000
<PAGE>
PART I
------
Item 1. Description of Business
Dental Service of America, Inc. (formerly known as "Campbell Capital Corp.")
(The "Company") was organized under the laws of the State of Delaware on January
6, 1987 by International Asset Management Group, Inc. ("IAMG"), the promoter and
parent of the Company, for the purpose of providing a vehicle to raise capital
and seek business opportunities. The Company completed an initial public
offering of its securities in August 1987, raising net proceeds of approximately
$110,000. Subsequent to the public offering, the Company invested most of its
capital in Asbestos Management Enterprise, Inc., which investment was
subsequently lost. Asbestos Management Enterprise, Inc. ran out of capital and
was forced to discontinue operations. During 1993, the Company's then current
board of directors determined to seek a business acquisition and to bring the
Company into compliance with its reporting obligations under Section 15(d) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Effective as of July, 1996, the Company acquired 100% of the issued and
outstanding capital stock of Dental Practice Administrators, Inc. ("DPA"), a
Florida corporation which was formed in 1995 to engage in the business of
operating dental centers. In conjunction with the acquisition of DPA, the
Company changed its corporate name to Dental Services of America, Inc.
References herein to the "Company" may be deemed to refer to Dental Services of
America, Inc. and/or to its wholly-owned subsidiary, Dental Practice
Administrators, Inc.
The Company currently operates six dental centers, all of which are located in
the South Florida area. Each dental center is located within or in close
proximity to a high volume medical clinic. The medical clinics serve primarily
Medicaid patients. The Company also operates a portable dental center which is
currently operating at three different locations each week.
In most states, including Florida where all of the Company's dental centers are
located, dental practices must be owned by a licensed dentist. In keeping with
these legal requirements, the Company operates its dental centers through
majority-owned subsidiaries, which are controlled by licensed dentists. The
Company provides the required capital, and management and marketing services,
allowing the dentists to focus on delivery of high quality dental care.
The dental industry and dental practices are regulated extensively at the state
and federal levels. The Company does not control the practice of dentistry by
the affiliated dentists or their compliance with the regulatory requirements
directly applicable to dentists and their practices. The laws of many states
prohibit non-dental entities (such as the Company) from practicing dentistry
(which in certain states includes managing or operating a dental office),
splitting professional fees with dentists, owning a dental practice of
controlling the content of a dentist's advertising. The laws of many
states also prohibit dentists from paying any portion of fees received for
dental services in consideration for the referral of a patient. In addition,
many states impose limits on the tasks that may be delegated by a dentist to
dental hygienists and other staff members. These laws and their interpretation
vary from state to state and are enforced by regulatory authorities with broad
discretion which the Company will comply with.
The Company plans to open new dental centers in other Florida regions and
additional locations in the greater Miami metropolitan area. The Company intends
to expand its operations to other states, including expansion into
Georgia, South Carolina, Alabama, Mississippi, Missouri and New Jersey.
The Company intends to position itself to capitalize on developing trends within
the health care industry, such as the penetration of "managed care," by using
the dental centers as a basis for the development of prepaid managed dental care
plans in all of the above states.
The Company has filed an application with the Florida Department of Insurance to
establish a prepaid dental care plan in Florida. Management believes that
participation in dental managed care will be critical to the long-term growth of
the Company. State insurance laws and other governmental regulations establish
various licensing, operational, financial and other requirements relating to the
prepaid managed dental care plan business. State insurance departments and
other regulatory agencies are typically empowered to interpret such laws and
promulgate regulations applicable to the prepaid dental plan business. The laws
and regulations relating to the prepaid dental plans are rapidly changing and
have been the subject of numerous past and present legislative proposals, which
could adversely affect the Company's ability to enter the prepaid managed dental
care business and consequently, the Company's expansion plans. It is anticipated
that as the Company expands, applications, either standalone or incunction with
health managed care organization, will be filed in other states. Management is
not aware of any particular matters that will cause extensive delay or in
obtaining approvals in Florida or other states and further the Company intends
to comply with all regulations.
The Company competes with other licensed dentists, as well as with other dental
care management companies, the majority of which may have more capital,
resources, expertise and experience than the Company. The Company expects to
compete with other companies offering prepaid dental care services as well as
other types of businesses in the health care industry, including insurance
companies offering both prepaid managed dental care plans and indemnity dental
care insurance, Health Maintenance Organizations (HMO's), self-funded employer
plans, Preferred Provider Organizations (PPOs), and discount fee-for-service
dental plans. The Company believes that the competition for prepaid managed
dental care plans will continue to increase in the future and that insurance
companies and HMOs in particular will continue to seek to enter the managed
dental care benefits business and expand their dental care markets. Many of the
Company's competitors will be better known to the public and have substantially
greater financial and other resources than the Company. Pricing of the plans
will be a significant competitive factor, especially with contracts that are
awarded on a competitive bid basis.
The Company meets certain OSHA and other governmental regulation and guidelines
in its dental clinics. The cost of such compliance has not been material. DSA
has not been engaged in research and development of products or delivery systems
as of September 30, 1996.
As of the date hereof, the Company has ten (10) affiliated dental practitioners,
ten (10) dental assistants, and a total of 29 employees. None of the Company's
employees are members of a labor union, and the relationship between the Company
and its employees is favorable. The Company provides various incentives and
benefits to its employees, such as stock option plans and a 401(k) plan.
Item 2. Description of Property
The Company's principal executive offices are located at 12000 Biscayne
Boulevard, Suite 200, Miami, Florida 33181, its telephone number is (305) 895-
0716, and its telecopy number is (305) 895-0514. It leases this office at a
cost of
<PAGE>
approximately $4,100 per month.
The Company leases or rents the location of its dental clinics. The Company's
obligation under these lease or rental agreements, in the large part, are
subject to the Company continuing to use and operate the dental clinic in the
location. In the event that the Company, reduces or discontinues a facility,
most of the agreements would result in a reduction or termination of an
obligation to pay rent.
Item 3. Legal Proceedings
The Company is not involved in any legal proceedings.
Item 4. Submission of Matters to a Vote of Security-Holders
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended September 30, 1996.
PART II
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Item 5. Market for Common Equity and Related Stockholder Matters
Market for Common Equity
The Company's Common Stock and Class A Warrants have been quoted from time to
time on the NASDAQ bulletin board. Prior to the Company's recent acquisition of
DPA, only sporadic trading of the Company's Securities had occurred since its
initial public offering in 1987. Since the acquisition of DPA, there has been
increased trading in the Company's securities. The Company's Common Stock and
Class A Warrants are currently trading on the NASDAQ bulletin board under the
symbols "FLOS" for the Common Stock and "FLOSW" for the Class A Warrants. The
Company expects to apply to have its securities listed on the NASDAQ Small
Capitalization Market in the near future. The high and low bid for the prior
two years of the Company's common stock has ranged from $0.375 to $4.00. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commissions, and may not represent actual transactions.
<PAGE>
As of September 30, 1996, the Company had approximately 100 record holders of
its Common Stock and believes that there are more than 100 beneficial holders of
its Common Stock.
The transfer agent for the common stock and the class a warrants is American
Stock Transfer and Trust Company, 40 Wall Street, 46th Floor, New York, New York
10005.
Dividends
The Company has never paid dividends on its Common Stock. The Company presently
intends to retain future earnings, if any, to finance the growth of its recently
acquired health care business and does not anticipate that any cash dividends
will be paid on the Common Stock in the foreseeable future.
The shares of preferred stock, $0.1 par value, being offered hereby ("Dental
Preferred Stock"). The Company intends to issue a special Dental Preferred
Stock $.01 par value, which will be offered and sold only to licensed dental
practitioners and other dental professionals, as approved by a committee created
by the Board of Directors and carry a dividend of $.01 per share, payable
annually. Such dividend is payable in cash or in Common Stock of the Company.
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
Selected Financial Data
The following table sets forth the selected financial data for the Company for
the period indicated and should be read in conjunction with the financial
statements and notes appearing elsewhere in this Annual Report on Form 10-KSB:
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<CAPTION>
Years Ended September 30,
1992 1993 1994 1995 1996
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<S> <C> <C> <C> <C> <C>
Selected Data from
Statement of Operations:
Revenue $ 172 $ 35 $ 52 $ 55 $ 625,485
Net loss (559) (4,898) (7,783) (2,145) (275,043)
Net loss per share (.00) (.00) (.00) (.00) (.046)
Cash dividends none none none none none
As of September 30,
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Selected Balance Sheet Data:
Total assets $6,818 $ 1,995 $ 4,232 $ 2,087 $890,070
Total liabilities - - 10,060 10,060 89,140
Long term debt - - - - -
Working capital 6,818 1,955 (5,828) (7,973) $97,565
Total Stockholder's Equity 7,921 6,818 1,955 (5,828) (800,930)
(Deficit)
Book value per share .00 .00 .00 .00 .109
</TABLE>
Results of Operations
Subsequent to its initial public offering, the Company invested most of its
capital in Asbestos Management Enterprise, Inc., which investment was lost.
Since that time, and until the acquisition of Dental Practice Administrators,
the principal activity of the Company was to conserve its assets for use in
connection with a businesses acquisition.
Total revenue were $625,485 for Fiscal 1996 as compared to $55, $52, $35 and
$172 for Fiscal 1995, 1994, 1993 and 1992 respectively. Total revenues was
derived from the operations of the Company's dental clinics. The majority of
these revenues are a result of billing the State of Florida Medicaid program for
services rendered to their clients on a fee for service basis. Total revenue
prior to Fiscal 1996 consisted primarily of interest income.
The cost of operating the dental clinics operations in Fiscal 1996 was $409,680.
Selling, general and administrative expenses for Fiscal 1996 were $495,529 as
compared to $2,145 and $7,385 in Fiscal 1995 and 1994 respectively.
<PAGE>
The Company incurred a net loss of $275,043 for Fiscal 1996, as compared to a
net loss of $2,145 for Fiscal 1995 and $7,783 for Fiscal 1994. The Company has
postured itself for future growth. The costs related to starting new dental
clinics, acquiring existing clinics and establish managed care plans are a
significant burden on revenues. Until the hoped for growth of the clinical
operations and the approval, start up and successful operation of the managed
care subsidiaries occurs, the Company will continue to incur net losses due to
it's corporate overhead.
Financial Condition, Liquidity and Capital Resources
The Company's cash at hand was $559,272, $2,087 and $4,232 at September 30,
1996, 1995 and 1994 respectively. Working capital, including cash on hand was
$597,565, ($7,973) and ($5,828) at September 30, 1996, 1995 and 1994
respectively representing an increase of $605,538 from September 30, 1995 to
September 30, 1996 as compared to a decrease of $2,145 from September 30, 1994
to September 30, 1995. At present, the Company has $335,281 in lease
commitments which could affect its liquidity.
While management feels that it has sufficient liquidity and capital resources to
operate the Company for the next 12 months, continuing losses from operations
will negatively effect the liquidity of the Company. Should the losses
accelerate due to increased costs involved with new clinics and markets, the
Company may require additional capital to maintain a reasonable level of
liquidity Any such additional financing may be obtained through loans,
issuance of additional securities, or through other financing arrangements.
There can be no assurance that any such financing will be available when it is
required or, even if it is available, that it will be available on terms
acceptable to the Company.
Item 7. Financial Statements
See index to Financial Statements in Item 13 which is included in Part III of
this report.
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
Not applicable.
PART III
Item 9 Directors, Executive Officers, Promoters and Control Persons
The following table set forth certain information concerning the directors and
executive officers of the Company.
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Name Age Position
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Paulo Dominguez 27 Director, Executive Vice President
Roger Prieto, D.D.S. 32 Director, Vice President
Carolina Sierra, M.D. 39 Director
Hershel Krasnow 73 Director
Robert M. Leopold 70 Director
Paul A. Rothman 50 President
Henry L. Ewen 41 Treasurer, Chief Financial Officer
Sujit Shyam 26 Secretary
</TABLE>
Directors of the Company are elected at the annual meeting of stockholders and
hold office until the following annual meeting and until their successors are
elected and qualified. Mr. Dominguez, Dr. Prieto and Dr. Sierra were elected
<PAGE>
to the Board of Directors of the Company in July, 1996. Mr. Krasnow and Mr.
Leopold have served as Directors of the Company since its inception. All
officers serve at the discretion of the Board of Directors.
Set forth below is a brief summary of the background of each director and
executive officer.
Paulo Dominguez, is the founder of DPA. Prior to founding DPA, Mr. Dominguez was
Operations Manager for Advanced Attention Dental Care, a Miami, Florida dental
clinic, from 1993 to 1995. From 1991 to 1993, Mr. Dominguez was general manager
of an orthodontic dental practice based in Sunrise, Florida.
Roger Prieto, D.D.S., serves as the Company's Vice President and Chief Dental
Officer. He was the Staff Dentist at Morris Heights Health Center from 1995 to
1996, when he joined the Company. He obtained his Doctor in Dentistry from
University of Central East Dominican Republic in 1989 and a D.D.S. degree from
New York University College of Dentistry in 1994. He has practiced dentistry in
the Dominican Republic and since moving to the United States in 1990, practiced
as a dental assistant in Miami, Florida and Providence, Rhode Island prior to
obtaining his D.D.S. degree.
Carolina Sierra, M.D. is a member of the Board of Directors, and Medical
Director of American Medical Plans, Inc., a company which owns and operates
health maintenance organizations in several states. She has held such position
since September, 1994. From August, 1993 until September, 1994, she was
President and medical director of Max A Med Health Plans, Inc. Prior to that
time, since 1987, she was engaged in the private practice of medicine,
specializing in endocrinology.
Hershel Krasnow has been a senior vice president of Josephthal Lyon & Ross,
Incorporated, an investment banking firm, since April, 1990. Mr. Krasnow has
been in the investment banking business for over 30 years. He is a director of
Windsor Capital Corp. Mr. Krasnow is also a director of International Asset
Management Group, Inc., one of the affiliated shareholders of the Company.
Robert M. Leopold has been President of Huguenot Associates, Inc., a financial
and business consulting company, since 1977, and Chairman of the Board of
International Asset Management Group, Inc. since 1983. Huguenot Associates,
Inc. is a wholly owned subsidiary of IAMG. From June 1982 to December 1990, Mr.
Leopold held various positions with Insituform of North America, Inc., including
Vice Chairman (1982-1986), Chief Executive Officer (1986 - 1989), Chairman (1986
- - 1987) and Advisor to the Chairman (1989 - 1990). Mr. Leopold was also a
director of Insituform Mid-America, Inc. Mr. Leopold is currently a consultant
to Insituform Technologies, Inc. Mr. Leopold is a director of H.E.R.C. Products
Incorporated, Infodata Systems, Inc., Windsor Capital Corp., and Standard
Security Life Insurance Company of New York, a wholly owned subsidiary of
Independence Holding Company.
Paul A. Rothman was appointed President of the Company in October, 1996. Mr.
Rothman has more than 25 years of experience working in healthcare, public and
private project development and management. From December, 1994 through August,
1996, he served as Executive Director of Frontier Health Services, a Florida
start-up prepaid Medicaid HMO. From August, 1994 to December, 1996, he served
as a consultant to Independent Living Care, Inc., and assisted a Florida HMO in
developing corrective strategies to comply with applicable Florida regulations.
From February, 1991 to June 1994, Mr. Rothman was Vice President of Medical
Sciences Group, Inc., a manufacturer of cardio respiratory contact monitoring
and software systems based in Hollywood, Florida.
Henry L. Ewen has served as Treasurer and Chief Financial Officer of the Company
since August, 1996. Mr. Ewen is a certified public accountant. From 1986
through June, 1996, Mr. Ewen practiced public accounting as the owner of Henry
L. Ewen, CPA. During the same period, he was also the owner and principal
employee of International Financial Management Systems, a developer of
international banking and mutual fund software.
Sujit Shyam has served as Secretary of the Company since From 1994 to 1995 he
was an account executive for Metropolitan Life Insurance Company. From 1990 to
1994 he was general merchandise manager for Follet Corporation in Miami,
Florida.
Committees
The Board of Directors has established an Executive Committee, an Audit
Committee and a Compensation Committee. The Executive Committee will receive
regular reports from the Chief Operating Officer regarding the business
operations of the Company and will supervise the operations of the Company
between meetings of the Board of Directors. Paulo Dominguez and Hershel Krasnow
serve as members of the Executive Committee. The Audit Committee will review
with the Company's independent accountants, the scope of their audit and their
report thereon. The Compensation Committee will review and approve the
compensation of executive offices and responsible for
<PAGE>
administering the Company's stock option plans. Dr. Carolina Sierra and Hershel
Krasnow serve as members of the Audit Committee and of the Compensation
Committee. Mr. Krasnow serves as Chairman of the Executive Committee, the Audit
Committee and the Compensation Committee.
Complaince With Section 16(a) of the Exchange Act: Not Applicable
Item 10. Executive Compensation
Director Compensation
Directors will receive a directors fee of $200 per meeting for each Board of
Directors meeting attended and $100 per meeting for each committee meeting
attended.
In addition, all directors will receive stock option grants on an annual basis
under the 1996 Director Stock Option Plan. Five-year options to purchase 10,000
shares of the Company Common Stock will be automatically granted to each
director on October 1 of each year, starting October 1, 1996, at an option price
equal to the market price of the Common Stock on the date of the grant. Existing
directors have each been granted five-year options to purchase 10,000 shares of
Common Stock at an option price equal to the market price as of the date of such
grant, and directors appointed to the Board of Directors in the future will also
be granted options to purchase 10,000 shares of common stock when they are
appointed to the Board, at an option price equal to the market price of the
Common Stock as of the date of their appointment to the Board. In addition,
directors will be granted options to purchase 5,000 shares for each committee
of which they are a member and options to purchase 10,000 shares for serving as
chairman of a committee. As of September 30, 1996, options to purchase 105,000
shares at an exercise price of $.50 per share had been granted under the
Director Plan. As of October 1, 1996 an additional 105,000 shares at an exercise
price of $1.75 per share have been granted under the Director Plan.
Officers Compensation
No officer, director or employee of the Company received compensation in excess
of $100,000 during the fiscal year ended September 30, 1996, or during any prior
fiscal year. Prior to the Company's acquisition of DPA in July, 1996,
Mr. Hershel Krasnow served, without compensation, as the Company's chief
executive officer.
Mr. Paulo Dominguez, a director of the Company and President of DPA, is
employed by the Company pursuant to a three-year employment agreement extending
through June 30, 1999. The agreement provides for a base salary of $50,000
during the first year, $55,000 during the second year, and $60,000 during the
third year. One-fourth of Mr. Dominguez's first year salary will be paid on a
deferred basis during the second year. Dr. Roger Prieto, President and Chief
Dental Officer, is also employed pursuant to a three year employment agreement,
providing for annual salaries of $30,000, $36,000 and $42,000. One-fourth of Dr.
Prieto's first year salary will be paid on a deferred basis. Sujit Shyam is also
employed pursuant to a three year employment agreement, providing for annual
salaries of $37,500 during the first year, $45,000 during the second year, and
$50,000 during the third year. One-fourth of Mr. Shyam's first year salary is
deferred until the second year. Such persons were not officers or employees of
the Company and received no compensation from the Company during its last fiscal
year ended September 30, 1995. Mr. Paul Rothman was appointed President of the
Company in October, 1996, and currently receives a salary of $80,000 per year.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information concerning stock ownership of
all persons known by the Company to own beneficially 5% or more of the
outstanding shares of the Company's Common Stock, each director, the Company's
Chief Executive Officer, and all officers and directors of the Company, as a
group, as of September 30, 1996, and their percentage ownership of Common Stock
after exercise of all outstanding Class A Warrants and of all Class B Warrants
issuable upon exercise of Class A Warrants, and exercise of all stock options
granted to directors and employees of the Company.
<TABLE>
<CAPTION>
After Exercise of Options and
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Before Exercise of Warrants Warrants/1/
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Percent of
No. of Common
------ Percent of ------
Name and Address of Beneficial Owner Shares Common Stock No. of Shares/2/ Stock
- ------------------------------------ ------ ------------ ---------------- -----
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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<S> <C> <C> <C> <C>
International Asset 484,000 6.6% 1,569,000 13.1%
Management Group, Inc./3/
1101 96th Street
Miami, FL 33154
Paulo Dominguez 600,000 8.2% 640,000 5.3%
12000 Biscayne Blvd., #200
Miami, FL 33181
Roger Prieto, D.D.S. 200,000 2.7% 220,000 1.8%
12000 Biscayne Blvd., #200
Miami, FL 33181
Carolina Sierra, M.D. 78,750 1.1% 170,000 1.4%
One S.E. 3rd Avenue
Miami, FL 33131
Hershel Krasnow/3/ 484,000 6.6% 1,649,000 13.8%
1101 96th Street
Miami, FL 33154
Robert M. Leopold/3/ 484,000 6.6% 1,589,000 13.3%
4 Gilder Street
Larchmont, NY 10504
Paul A. Rothman 50,000 .7% 100,000 .8%
12000 Biscayne Blvd., #200
Miami, FL 33181
Henry L. Ewen 100,000 1.4% 145,000 1.2%
12000 Biscayne Blvd., #200
Miami, FL 33181
Sujit Shyam 200,000 2.7% 215,000 1.8%
12000 Biscayne Blvd., #200
Miami, FL 33181
All officers and directors 1,712,750 23.4% 3,159,000 26.5%
as a group (8 persons)
</TABLE>
/1/ Assumes exercise of all 3,755,000 Outstanding Non-Public Warrants and Class
A Warrants and exercise of 500,000 Class B Warrants. Also assumes all
Directors and officers exercise all stock options which have been granted
under the Director Plan and the 1996 Plan.
/2/ Includes shares to be issued upon exercise of options to officers and
directors in the following amounts: Dominguez - 30,000; Prieto -20,000;
Sierra- 40,000; Krasnow - 80,000; Leopold - 20,000; Rothman - 50,000;
Ewen - 25,000; Shyam - 15,000.
/3/ Mr. Krasnow and Mr. Leopold, as officers and directors of International
Asset Management Group, Inc. ("IAMG"), may be deemed to be beneficial
owners of the Common Stock of the Company owned by IAMG. The officers,
directors and principal shareholders of IAMG are as follows:
<TABLE>
<CAPTION>
No. of Shares Percent of
Name Position Beneficially Owned Common Stock
- ---- -------- ------------------ ------------
<S> <C> <C> <C>
Hershel Krasnow Director 2,813 --
Claire Krasnow Shareholder 278,288 3.3%
Robert M. Leopold Officer, director, shareholder 659,360A* 7.8%
Richard J. Tucker Shareholder 500,000 5.9%
Paulo Dominguez Shareholder 460,000 5.4%
</TABLE>
Hershel Krasnow and Claire Krasnow are husband and wife. Mr. Krasnow does not
have voting power over and disclaims beneficial ownership with respect to the
shares owned by his wife.
*Excludes 70,515 shares of common stock owned by Mr. Leopold's wife. Mr.
Leopold does not have voting power with respect to such shares and disclaims
beneficial ownership thereof.
<PAGE>
Item 12. Certain Relationships and Related Transactions
In July, 1996, the Company acquired 100% of the outstanding capital stock of DPA
in a transaction in which the shareholders and certain other persons who had
made investments in or provided services to DPA acquired from IAMG 4,370,000
shares of the Company's common stock and 1,820,000 Non-Public Warrants formerly
held by IAMG. Persons receiving securities of the Company in such transaction
include Paulo Dominguez (665,500 shares and 500,000 Warrants), Roger Prieto,
D.D.S. (400,000 shares), Carolina Sierra M.D. (78,750 shares and 41,250
Warrants), and Sujit Shyam (400,000 shares). Mr. Dominguez subsequently
transferred 65,500 shares and 40,000 Warrants and transferred 460,000 Warrants
to IAMG in exchange for 460,000 shares of IAMG common stock; Dr. Prieto
subsequently transferred 200,000 shares; and Mr. Shyam subsequently transferred
200,000 shares.
Item 13. Exhibits, Lists and Reports on Form 8-K
Financial Statements
The following financial statements of the Company are included in this report:
Independent Auditor's Report;
Balance Sheet as of September 30, 1996 and 1995;
Statement of Operations for the three years ended September 30, 1996;
Statement of Cash Flows for the three years ended September 30, 1996;
Statement of Changes in Stockholders' Equity for the three years ended September
30, 1996; and Notes to Financial Statements.
Exhibits
Articles of Incorporation. Incorporated by reference to certain exhibits to the
Registration Statement on Form SB-2, Registration No. 333-13591 By-Laws.
Incorporated by reference to certain exhibits to the Registration Statement on
Form SB-2, Registration No. 333-13591 Employment Contracts. Incorporated by
reference to certain exhibits to the Registration Statement on Form SB-2,
Registration No. 333-13591 Definitive form of the Warrants. Incorporated by
reference to certain exhibits to the Registration Statement on Form SB-2,
Registration No. 333-13591
Form 8-K
The Company did not file any reports on Form 8-K during the last quarter of the
Company's fiscal year ended September 30, 1996.
Supplemental information to be furnished with reports files pursuant Section
15(d) of the Exchange Act by registrants which have not registered securities
pursuant to Section 12 of the Exchange Act
No annual report or proxy material has been sent to security holders, nor are
such materials anticipated to be sent, with the exception of this Annual Report
on Form 10-KSB.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has
duly caused this Annual Report on Form 10-KSB to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Miami, State of Florida,
on the 30th day of December, 1996.
DENTAL SERVICES OF AMERICA, INC.
By: /s/ Paul Rothman
----------------------------
Paul Rothman
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Paulo Dominquez Director, Executive Vice December 30, 1996
- ------------------------- President
Paulo Dominguez
- ------------------------- Director, Vice President
Roger Prieto, D.D.S.
- ------------------------- Director
Robert M. Leopold
/s/ Carolina Sierra, M.D.
- ------------------------- Director December 30, 1996
Carolina Sierra, M.D.
/s/ Hershel Krasnow
- ------------------------- Director December 30, 1996
Hershel Krasnow
/s/ Paul Rothman
- ------------------------- President December 30, 1996
Paul Rothman (principal executive
officer)
/s/ Henry Ewen
- ------------------------- Treasurer December 30, 1996
Henry Ewen (principal financial and
accounting officer)
</TABLE>
<PAGE>
Dental Services of America, Inc.
And Subsidiaries
Consolidated Financial Statements
September 30, 1996
<PAGE>
[LETTERHEAD OF HARVEY JUDKOWITZ, CERTIFIED PUBLIC ACCOUNTANT, APPEARS HERE]
To the Board of Directors of
Dental Services of America, Inc.
I have audited the accompanying consolidated balance sheets of Dental Services
of America, Inc., (formerly Campbell Capital Corp.) and subsidiaries as of
September 30, 1996 and 1995, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended September 30, 1996. These consolidated financial statements are
the responsibility of the Company's management. My responsibility is to express
an opinion on these consolidated financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audits provide a reasonable basis for
my opinion.
In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Dental Services of
America, Inc. and subsidiaries as of September 30, 1996 and 1995, and the
results of their operations and their cash flows for the three years then
September 30, 1996 in conformity with generally accepted accounting principles.
/s/ Harvey Judkowitz
Miami, Florida
December 19, 1996
<PAGE>
Dental Services of America, Inc.
And Subsidiaries
Consolidated Balance Sheet
September 30, 1996 And 1995
ASSETS
<TABLE>
<CAPTION>
1996 1995
--------- -------
<S> <C> <C>
Current assets
Cash $ 559,272 $ 2,087
Accounts receivable, less allowance
for doubtful accounts of $6,303 49,308
Dental supplies inventory 56,990
Marketable securities, at cost 9,294
Prepaid expenses 9,041
Other current asset 2,800
-------- -------
Total current assets 686,705 2,087
-------- -------
Furniture and equipment, less accumulated
depreciation of $ 19,163 161,172
--------
Other assets
Prepaid registration costs 34,443
Organization costs 7,750
--------
42,193
--------
$ 890,070 $ 2,087
======== =======
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities
Accounts payable and accrued expenses $ 67,690 $ -
Due to affiliated company - 10,060
Loan payable bank 21,450 -
-------- -------
Total current liabilities 89,140 10,060
-------- -------
Stockholders' equity
Preferred stock, $.01 par value. Authorized
10,000,000 shares. None issued or
outstanding
Common stock, $.001 par value. Authorized
shares 25,000,000. 7,320,000 and 5,500,000
shares issued and outstanding
issued and outstanding 7,320 5,500
Additional paid-in capital 1,305,653 223,527
Deficit ( 512,043) (237,000)
--------- --------
800,930 ( 7,973)
--------- --------
$ 890,070 $ 2,087
========= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Dental Services of America, Inc.
And Subsidiaries
Consolidated Statement of Operations
For The Three Years Ended September 30, 1996
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Net fees earned $ 625,485 $ - $ -
------- ----- -----
Direct costs
Dentists remuneration 221,710 - -
Dental supplies 36,220 - -
Billing 26,605 - -
Marketing 90,668 - -
Payroll 19,302 - -
Laboratory costs 15,175 - -
------- ----- -----
409,680 - -
------- ----- -----
215,351 - -
General and administrative
expenses 495,529 2,200 7,835
------- ----- -----
(280,178) (2,200) (7,835)
------- ----- -----
Other income and expense
Interest income 6,789 55 52
Interest expense ( 1,654) - -
------- ----- -----
5,135 55 52
------- ----- -----
Net loss $(275,043) $(2,145) $(7,783)
======= ===== =====
Loss per common share $(.046) $(.000) $(.001)
==== ==== ====
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Dental Services of America, Inc.
And Subsidiaries
Consolidated Statement of Stockholders' Equity
for the Three Years Ended September 30, 1996
<TABLE>
<CAPTION>
Additional
Common stock paid-in
Shares Amount capital Deficit
------ ------ ------- -------
(000's)
<S> <C> <C> <C> <C>
Balance September 30,
1993 5,500 $5,500 $ 223,527 $(227,072)
Net loss 1994 - ( 7,783)
------ ------ --------- --------
Balance September 30,
1994 5,500 $5,500 $ 223,527 $(234,855)
Net loss 1995 - ( 2,145)
------ ------ --------- --------
Balance September 30,
1995 5,500 $5,500 $ 223,527 $(237,000)
Sales of common
stock 1,820 1,820 927,972
Effect of acquisition
of DPA 154,154
Net loss 1996 - - (275,043)
------ ------ --------- --------
Balance September 30,
1996 7,320 $7,320 $1,305,653 $(512,043)
===== ===== ========= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Dental Services of America, Inc.
And Subsidiaries
Consolidated Statement of Cash Flows
for the Three Years Ended September 30, 1996
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net loss $(275,043) $(2,145) $(7,783)
Adjustments to reconcile net loss to net
cash provided
by operating activities
Depreciation 19,163
Increase in accounts receivable ( 49,308)
Increase in supplies inventory ( 56,990)
Increase in prepaid expenses ( 43,484)
Increase in other current assets ( 2,800)
Increase in organization costs ( 7,750)
Change in accounts payable and accrued
expenses 67,690 (5,000) 5,000
------- ----- -----
Net Cash Used by Operating Activities (348,522) (7,145) (2,783)
------- ----- -----
Cash Flows from Investing Activities
Purchase of marketable securities ( 9,294)
Purchase of furniture and equipment ( 26,181)
Net Cash Used by Investing Activities ( 35,475)
Cash Flows Provided by Financing Activities
Proceeds of long-term debt 21,450
Change in advance from affiliate ( 10,060) 5,000 5,060
Effect of acquisition of Dental Practice of
common stock 929,792
------- ----- -----
Cash Provided by Financing Activities 941,182 5,000 5,060
------- ----- -----
Increase (Decrease) in Cash $ 557,185 $(2,145) $ 2,277
------- ----- -----
Cash, Beginning of year 2,087 4,232 1,955
------- ----- -----
Cash, End of year $ 559,272 $ 2,087 $ 4,232
======= ===== =====
</TABLE>
Supplementary Information
Furniture, equipment and supplies valued at $154,154 was contributed to the
Company and is included as additional paid-in capital.
Amounts paid for interest during the period $ 1,654
The accompanying notes are an integral part of these financial statements.
<PAGE>
DENTAL SERVICES OF AMERICA, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
Note 1. Summary of Significant Accounting Principles
Organization
- ------------
Dental Services of America, Inc. (the Company), (DSA), formally known as
Campbell Capital Corp. was organized under the laws of the State of Delaware in
January, 1987, for the purpose of providing a vehicle to raise capital and seek
business opportunities. Effective as of July, 1996, the Company acquired 100% of
the issued and outstanding capital stock of Dental Practice Administrators, Inc.
(DPA), a Florida corporation which was formed in 1995 to engage in the business
of operating dental clinics. In conjunction with the acquisition of DPA, the
Company changed its corporate name to Dental Services of America, Inc.
These financial statements include the operations of DSA and its wholly owned
subsidiaries, Dental Practice Administrators, Inc. and its affiliates.
DPA and its affiliates have been operating since January 1, 1996. Prior to the
acquisition, DSA had no operations. The results of operations in these financial
statements relate primarily to the operations of DPA and its affiliates.
Supplies Inventory
- ------------------
Supplies inventory is recorded at cost and represents the materials needed for
day to day operations.
Accounts Receivable
- -------------------
Revenues are recognized on the accrual method of accounting. Therefore when the
patients are treated revenue is recorded and a corresponding receivable is
established. As many patients are covered by insurance, the accounts receivable
represent the amounts due from insurance companies.
An allowance for uncollectible accounts has been established for those
receivables which may not be collected.
Furniture and Equipment
- -----------------------
Furniture and equipment are recorded at cost. The Company provides depreciation
for financial purposes over the estimated useful lives of the assets using the
straight line method. Upon retirement or sale of fixed assets, their net book
value will be removed from the accounts and the difference between such net book
value and proceeds received is recorded in income. Expenditures for maintenance
and repairs are charged to income; renewals and improvements are capitalized.
<PAGE>
DENTAL SERVICES OF AMERICA, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
Earnings per common share
- -------------------------
Earnings per common share is based on the weighted average of common shares
outstanding throughout the year. The number of shares utilized in the
computation were 5,957,486, 5,500,000 and 5,500,000 in fiscal year 1996, 1995
and 1994 respectively.
Prepaid Registration Costs
- --------------------------
Prepaid registration costs relate to costs paid to various entities who are
involved with working on a new registration statement. These expenses will be
charged to additional paid-in capital when the registration statement becomes
effective. If the registration statement is abandoned, these costs will be
charged to operations.
Income taxes
- ------------
The Company and its subsidiaries file a consolidated federal income tax return.
Income taxes are generally provided under the provisions of the Financial
Accounting Standards Board (FASB) No. 109, 'Accounting for Income Taxes'.
For the current year the Company had an taxable loss of approximately $275,000.
This loss may be carried forward to offset future taxable income, for a period
of fifteen years.
Note 2. Leases
The Company leases office facilities under operating leases which expire over
the next 6 years. Most of these leases provide for renewals for a like period of
time.
Minimum payments for these leases having initial or remaining noncancelable
terms in excess of one year are as follows:
<TABLE>
<S> <C> <C>
Year ended: September 30, 1997 $116,499
September 30, 1998 107,924
September 30, 1999 47,358
September 30, 2000 41,400
September 30, 2001 22 100
--------
$335,281
========
</TABLE>
Rental expense for the year ended September 30, 1996 was $143,043.
Note 3. Furniture And Equipment
Furniture and equipment as of September 30, 1996 and their respective
accumulated depreciation are as follows:
<TABLE>
<CAPTION>
Accumulated Estimated
Cost Depreciation Life
---- ------------ ---------
<S> <C> <C> <C>
Dental Equipment $152,770 $ 18,578 5 years
Furniture 5,565 585 7 years
Leasehold improvements 22,000 - 31 years
-------- ------
$180,335 $ 19,163
======== ========
</TABLE>
<PAGE>
DENTAL SERVICES OF AMERICA, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
During the formation of the Company, $154,154 in dental equipment, furniture and
supplies were donated to the Company as part of the initial capitalization. This
amount was credited to addition paid-in capital.
Note 4. Line of Credit
On March 31, 1996, the Company was granted a $25,000 line of credit from the
Barnett Bank. The use of proceeds from this line will be used to give additional
financing to the Company. The Company borrowed $21,450 on this line as of
September 30, 1996. This loan bears interest at the prime rate as determined by
the lender.
Note 5. Commitments and Contingencies
The Company has entered into employment contracts with certain of its officers.
Mr. Paulo Dominguez will receive, in the aggregate, $50,000, $55,000 and $60,000
for the next three years. Mr. Sujit Shyam will receive, in the aggregate,
$37,500, $45,000 and $50,000 for the next three years. Dr. Roger Prieto will
receive, in the aggregate, $30,000, $36,000 and $42,000 for the next three
years.
Note 6. Stock Option Plan
The Company's Board of Directors and shareholders have adopted two stock option
plans (the Plans). Pursuant to the 1996 Director Stock Option Plan (the Director
Plan), options to acquire a maximum of the greater of 500,000 shares or 5% of
the number of shares of Common stock then outstanding may be granted to the
directors of the Company. Pursuant to the 1996 Employee Stock Option Plan (the
1996 Plan), options to acquire a maximum of the greater of 1,000,000 shares of
Common stock or 10% of the number of Common Stock then outstanding may be
granted to executive officers, employees (including employees who are
directors), independent contractors and consultants of the Company.
Options to purchase xxx,xxx shares at prices ranging from $.50 to $1.125 per
share have been granted to employees and consultants of the Company under the
1996 Plan.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> SEP-30-1996 SEP-30-1995
<PERIOD-START> OCT-01-1995 OCT-01-1994
<PERIOD-END> SEP-30-1996 SEP-30-1995
<CASH> 559,272 2,087
<SECURITIES> 9,294 0
<RECEIVABLES> 55,611 0
<ALLOWANCES> 6,303 0
<INVENTORY> 56,990 0
<CURRENT-ASSETS> 686,705 2,087
<PP&E> 180,335 0
<DEPRECIATION> 19,163 0
<TOTAL-ASSETS> 890,070 2,087
<CURRENT-LIABILITIES> 89,140 10,060
<BONDS> 0 0
0 0
0 0
<COMMON> 7,320 5,500
<OTHER-SE> 1,305,653 223,527
<TOTAL-LIABILITY-AND-EQUITY> 890,070 2,087
<SALES> 625,485 0
<TOTAL-REVENUES> 625,485 0
<CGS> 409,680 0
<TOTAL-COSTS> 409,680 0
<OTHER-EXPENSES> 495,529 2,200
<LOSS-PROVISION> 6,303 0
<INTEREST-EXPENSE> 1,654 0
<INCOME-PRETAX> (275,043) (2,145)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (275,043) (2,145)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (275,043) (2,145)
<EPS-PRIMARY> (.046) (.000)
<EPS-DILUTED> 0 0
</TABLE>
