<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended June 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number 000-26740
AMERICAN HEALTHCHOICE, INC.
---------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
New York 11-2931252
------------------------------ ---------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1300 West Walnut Hill Lane, Suite 275, Irving, Texas 75038
- ---------------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 972.751.1900
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or 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 [ ]
As of June 30, 1998, there were outstanding 12,665,521 shares of the
issuer's Common Stock, par value $.001 per share.
Transitional Small Business Disclosure Format
Yes [ ] No [X]
F-1
<PAGE> 2
AMERICAN HEALTHCHOICE, INC.
QUARTERLY REPORT ON FORM 10-QSB FOR THE
QUARTER ENDED JUNE 30, 1998
INDEX
<TABLE>
<CAPTION>
PAGE
PART I. FINANCIAL INFORMATION NUMBER
<S> <C> <C>
ITEM 1. Condensed Consolidated Balance Sheets.....................................................F-3
Condensed Consolidated Statements of Income...............................................F-4
Condensed Consolidated Statements of Cash Flows...........................................F-5
Notes to Condensed Consolidated Financial Statements......................................F-6
ITEM 2. Management's Discussion and Analysis of Results of Operation
and Financial Condition..........................................................F-9
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings........................................................................F-12
ITEM 2. Changes in Securities ...................................................................F-13
ITEM 3. Defaults Upon Senior Securities..........................................................F-13
ITEM 4. Submission of Matters to a Vote of Securities Holders....................................F-13
ITEM 5. Other Information........................................................................F-13
ITEM 6. Exhibits and Reports on Form 8-K.........................................................F-13
SIGNATURES..........................................................................................................F-14
</TABLE>
F-2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
AMERICAN HEALTHCHOICE, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, June 30,
1997 1998
------------ ------------
(unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash $ 1,123,001 $ (14,948)
Accounts receivable, less allowance for doubtful accounts of $7,239,277
in 1997 and $8,118,258 in 1998 8,701,643 7,806,217
Advances and notes receivable 340,059 570,249
Other current assets 125,448 111,924
------------ ------------
Total current assets 10,290,151 8,473,442
PROPERTY AND EQUIPMENT, net 1,683,706 1,494,334
GOODWILL, net 448,112 433,594
OTHER ASSETS 15,460 23,440
------------ ------------
Total assets $ 12,437,429 $ 10,424,810
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 506,827 $ 314,229
Current portion of capital lease obligations 133,453 43,582
Accrued payroll and payroll taxes 266,464 228,128
Accounts payable and accrued expenses 1,096,329 1,474,793
Income taxes 31,629 --
Convertible Debenture 3,550,000 2,325,000
------------ ------------
Total current liabilities 5,584,702 4,385,732
Long-term debt, less current portion 471,465 386,885
Capital lease obligations, less current portion 311,085 308,184
------------ ------------
Total liabilities 6,367,252 5,080,801
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value; 5,000,000 shares authorized; none issued -- --
Common stock, $.001 par value; 115,000,000 shares authorized; 9,870,614
shares issued and outstanding in 1997 and 12,665,621 in 1998 9,871 12,668
Options to acquire common stock 685,664 685,664
Additional paid-in capital 12,003,258 13,268,905
Retained earnings (6,628,616) (8,623,228)
------------ ------------
Total stockholders' equity 6,070,177 5,344,009
------------ ------------
Total liabilities and stockholders' equity $ 12,437,429 $ 10,424,810
============ ============
</TABLE>
See accompanying notes to these unaudited interim
condensed consolidated financial statements.
F-3
<PAGE> 4
AMERICAN HEALTHCHOICE, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
---------------------------- -----------------------------
June 30, June 30,
1997 1998 1997 1998
----------- ------------ ------------ ------------
(unaudited) (unaudited) (unaudited) (unaudited)
<S> <C> <C> <C> <C>
NET PATIENT REVENUES $ 2,342,231 $ 1,840,384 $ 7,562,467 $ 5,622,089
OPERATING EXPENSES:
Compensation and benefits 2,096,411 1,386,488 6,911,040 4,489,734
Advertising and promotion 125,201 67,728 444,943 237,972
Depreciation and amortization 100,232 63,713 329,557 192,709
General and administrative 966,458 925,653 3,058,519 2,765,921
----------- ------------ ------------ ------------
Total operating expenses 3,288,302 2,443,582 10,744,059 7,686,336
----------- ------------ ------------ ------------
OTHER INCOME (EXPENSE):
Sale of Clinic -- (18,085) -- (18,085)
Financing Costs (1,829,094) -- (2,555,722)
Interest Income -- 1,178 -- 13,323
----------- ------------ ------------ ------------
Total other income (expense) (1,829,094) (16,907) (2,555,722) (4,762)
----------- ------------ ------------ ------------
LOSS BEFORE INCOME TAXES AND PRO FORMA
INCOME TAXES (2,775,165) (620,105) (5,737,314) (2,069,009)
INCOME TAXES:
Current -- -- (110,510) --
Deferred -- -- (697,273) --
----------- ------------ ------------ ------------
Total income taxes -- -- (807,783) --
----------- ------------ ------------ ------------
NET LOSS BEFORE PRO FORMA INCOME TAXES (2,775,165) (620,105) (4,929,531) (2,069,009)
Pro forma income tax benefit -- -- -- --
----------- ------------ ------------ ------------
NET LOSS AFTER PRO FORMA INCOME TAXES $(2,775,165) $ (620,105) $ (4,929,531) $ (2,069,009)
=========== ============ ============ ============
BASIC EARNINGS PER SHARE AFTER PRO FORMA
INCOME TAXES $ (.36) $ (.05) $ (.65) $ (.16)
=========== ============ ============ ============
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING 7,947,055 12,019,058 7,619,971 10,711,656
=========== ============ ============ ============
</TABLE>
See accompanying notes to these unaudited interim
condensed consolidated financial statements.
F-4
<PAGE> 5
AMERICAN HEALTHCHOICE, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
June 30,
---------------------------
1997 1998
----------- -----------
(unaudited) (unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $(4,929,531) $(2,069,009)
Adjustments to reconcile net income to cash from operating activities:
Allowance for doubtful accounts 2,442,734 878,981
Depreciation and amortization 329,557 192,709
Gain on write-off of note payable (79,363) --
Common stock issued in connection with financing and consulting 2,438,517 --
Change in operating assets and liabilities, net:
Accounts receivable-trade (2,586,517) 16,445
Other current assets 186,592 13,524
Deferred taxes (807,783) --
Accounts payable and accrued expenses 497,952 351,943
Other, net (386,232) 66,417
----------- -----------
Net cash used in operating activities (2,894,074) (548,990)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Advances and notes receivable, net (126,517) (230,190)
Purchases of property and equipment (587,481) 11,181
----------- -----------
Net cash used in investing activities (713,998) (219,009)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bridge loan 2,310,000 --
Proceeds from convertible debenture 2,600,000 --
Payments on notes payable and capital leases (1,419,063) (369,950)
Proceeds from sale of stock option 43,750 --
Proceeds from revolving credit 354,744 --
Common stock issued for capital additions 51,156 --
Cash advances from (to) stockholders, net -- --
----------- -----------
Net cash provided by financing activities 3,940,587 (369,950)
----------- -----------
INCREASE (DECREASE) IN CASH 332,515 (1,137,949)
CASH, beginning of period 159,166 1,123,001
----------- -----------
CASH, end of period $ 491,681 $ (14,948)
=========== ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
Stock issued for financing charges 189,875 --
Stock issued for debenture conversion 3,165,633 1,268,443
Stock issued for clinic 51,156 --
Stock issued for consulting 462,100 --
Stock issued for bridge loan fee 67,375 --
Capital lease for equipment 304,204 --
Stock subscription related to bridge loan 1,018,710 --
----------- -----------
$ 5,259,053 $ 1,268,443
=========== ===========
</TABLE>
See accompanying notes to these unaudited interim
condensed consolidated financial statements.
F-5
<PAGE> 6
1. ORGANIZATION AND BUSINESS:
American HealthChoice, Inc. and subsidiaries (the Company) consists of a parent
company and eighteen clinics providing medical, physical therapy, and
chiropractic services in San Antonio, McAllen, and Houston, Texas, New Orleans,
Louisiana, and in the metro area of Atlanta, Georgia. Additionally, the Company
owns one center that provides diagnostic services. Four of the physical therapy
clinics are located next to a corresponding chiropractic clinic. Substantially
all of the Company's revenues are derived from chiropractic, physical therapy
and medical services provided to individuals living in the vicinity of the
clinics.
2. BASIS OF PRESENTATION:
The accompanying condensed consolidated financial statements have been prepared
by the Company. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. In the opinion of the
Company's management, the disclosures made are adequate to make the information
presented not misleading, and the condensed consolidated financial statements
contain all adjustments necessary to present fairly the financial position as of
June 30, 1998, results of operations for the nine months ended June 30, 1997 and
1998, and cash flows for the nine months ended June 30, 1997 and 1998.
The results of operations for the nine months ended June 30, 1998 are not
necessarily indicative of the results to be expected for the full year. It is
suggested that the June 30, 1998 financial information be read in conjunction
with the financial statements and notes thereto included in the Company's Form
10-KSB dated September 30, 1997.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Consolidation policy - The accompanying condensed consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries. All material inter-company accounts and transactions have been
eliminated in consolidation.
Net patient revenues - Revenue is recognized upon performance of services.
Substantially all of the Company's revenues are derived from personal injury
claims, claims filed on major medical policies, worker's compensation policies,
Medicare, and Medicaid. Allowances for discounts on services provided are
recognized in the periods the related revenue is earned. Allowances are
maintained at levels considered appropriate by management based upon historical
charge-off experience and other factors deemed pertinent by management.
Property and equipment, net - Property and equipment are stated at cost less
accumulated depreciation. Depreciation is provided over the estimated useful
lives of the related assets, primarily using the straight line method. Leasehold
improvements are amortized over the shorter of the lease term or the estimated
useful lives of the improvements.
Goodwill - Goodwill arose from the Company's acquisitions of various clinics and
is being amortized on the straight-line method over 20 years.
4. STOCKHOLDERS' EQUITY:
The Company granted an investment group the right to acquire an option to
acquire the Company's common stock at specified prices over a defined period of
time. The agreement provides for each option to be issued in exchange for
$100,000, which amount will be applied to the purchase of common stock, when and
if the option is exercised. The following is a summary of the terms of the
transaction:
F-6
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<TABLE>
<CAPTION>
LAST NONREFUNDABLE POSSIBLE
OPTION FEE TO TOTAL EXERCISE
PURCHASE ACQUIRE EXERCISE PRICE
DATE OPTION PRICE PER SHARE
- ---------- ------------- ---------- ----------
<S> <C> <C> <C>
March 18, 1996 $ 100,000 $ 750,000 $ 2.25
June 18, 1996 $ 100,000 $ 750,000 $ 4.90
September 18, 1996 $ 100,000 $ 750,000 $ 4.90
December 18, 1996 $ 100,000 $ 750,000 $ 4.90
</TABLE>
As of September 30, 1997, the investment group has exercised all options under
the first three options. Under the terms of the fourth options, the investment
group has the right to purchase an additional 233,854 shares of the Company's
common stock at $4.90 per share. The Company has granted registration rights to
all of the shares issued and to be issued in connection with this transaction.
In November and December 1996, the Company obtained $2,200,000 in a private
placement of promissory notes. The notes bore interest at 10% and were due the
earlier of twelve months after the final closing of the private placement or the
closing of a public offering of the Company's equity securities which produces
gross proceeds of at least $10 million. The Company issued 198,000 shares of its
common stock to the note holders at a cost of $.001 per share. The notes were
collateralized by account receivables, furniture, fixtures and equipment, and
all other assets of the Company to the extent not encumbered. The cost of
arranging the bridge loan was 5% of the loan ($110,000) and 13,750 shares valued
at $4.90 per share, an additional cost of $177,000 amortized over the term of
the note. This private placement was paid off from the proceeds of the
Regulation S dated September 12, 1997.
In September 1997 the Company sold nine 8% Cumulative Convertible Debentures all
dated September 12, 1997 in the aggregate amount of three million five hundred
fifty thousand dollars ($3,550,000) in a Regulation S offering. The Debentures
are convertible after 82 days at a conversion price equal to eighty (80%) of the
average closing bid price of the shares of common stock of the Company as quoted
on the Nasdaq SmallCap Market for the five (5) trading days preceding the date
of conversion. The interest on the note is payable in cash or in kind as shares.
The investment banking firm received $461,500 for all fees. As of August 12,
1998, $1,225,000 of the Debentures had been converted. Financing costs including
interest for the Debentures was recorded in the fourth quarter and subsequent
interest was recorded in the first, second, and third quarters of fiscal 1998.
Management is currently negotiating new terms for the unconverted portion of the
September 12, 1997 Regulation S debentures and to raise additional funds for
ongoing operations. As of August 12, 1998, no agreements had been finalized.
The holders of any preferred stock which might be issued shall have such rights,
preferences and privileges as may be determined by the Company's board of
directors. Currently there are no holders of preferred stock.
5. PENDING ACQUISITIONS
The Company continually has groups approach the Company about the possibility of
merging or being acquired by the Company. Though the Company's efforts are
geared towards the current operations, the Company is now looking for
opportunities for growth. The Company has entered into letters of intent to
acquire various companies from time to time. These potential acquisitions are
subject to due diligence, further negotiations, execution of definitive
agreements and the success of the Company to obtain additional funds (total or
partial) for the acquisition price. Currently, there are no pending acquisitions
because management's attention over the last fiscal year was directed at the
Company's financial performance
6. LEGAL PROCEEDINGS
On April 14, 1998, the American Arbitration Association, Atlanta Ga., issued an
award to the Company concerning their Northside clinic located in Atlanta, Ga.,
against the doctor who was the original seller of that clinic. The doctor
alleged contract default by the Company and was claiming all rights to this
clinic. The Company contended that there was a valid
F-7
<PAGE> 8
settlement agreement concerning the alleged breach of contract. The arbitrator
found there was a valid settlement agreement and issued a ruling in accordance
with the reported terms of the settlement agreement. In sum, the award makes the
doctor responsible for all sums and accounts due for operating expenses after
March 10, 1996. Further, the award bars the doctor from making any claims
against the Company for the Promissory Note and Guarantee given by the Company,
and the doctor's employment contract. In exchange, the Company returns the
clinic and any accounts receivable collected by the Company after February 1,
1997 for work done prior to February 1, 1997 by the doctor.
The Company is engaged in litigation with a service supplier over unpaid
invoices. The suit was filed December 31, 1997. The Company believes that a
substantial portion of this claim is associated with the Northside clinic
litigation. The case is filed in the State District Court, 162nd Judicial
District, Dallas County, TX.
The Company is engaged in litigation with a service supplier over unpaid
invoices. The suit was filed April 1, 1998. The Company has retained a law firm
and is currently evaluating the allegations. The case is filed in the County
Court of Dallas County at Law No. 2, Dallas, Texas.
The Company is engaged in litigation with a service supplier over unpaid
invoices. The Company was served April 29, 1998. The Company answered and
counter claimed against plaintiff and the Company believes that a substantial
portion of this claim is associated with other litigation. The case is filed in
the County Court of Dallas County at Law No. 4, Dallas, Texas.
The Company is engaged in litigation with the doctor who managed the Norcross,
Georgia clinic. The Company found it necessary to terminate the managing doctor.
The managing doctor then filed a claim against the Company for breach of
contract and sought an injunction to prevent the Company from enforcing its
non-compete clause. The Court declined to enter a temporary restraining order
against enforcement of the non-compete clause. The Company filed a counter claim
against the doctor primarily for losses the Company sustained while he managed
the clinic. The case is filed in the Superior Court of Gwinnett County, GA.
One former doctor and two physicians assistants who worked at the Norcross,
Georgia clinic have filed a law suit naming the Company as a codefendant. The
one doctor and one of the physician assistants worked at the clinic prior to the
Company purchasing the clinic. The other physicians assistant left the clinic
within one year of the Company's purchase. The claim alleges a right to the
accounts receivable for patients the doctors treated at the clinic that were
collected after the doctors' employment ended with the clinic. The Company
denies any liability and intends to cross claim against the former managing
doctor of the clinic. The case is filed in the Superior Court of Gwinnett
County, GA.
The Company was served a Complaint on January 26, 1998 alleging unspecified
damages arising from trademark infringement and related claims. The Company has
retained a law firm and is currently evaluating the allegations. The case is
filed in the United States District Court, Southern District of Texas, Houston
Division.
A person claiming to have performed certain services in formation of the Company
has sued claiming he is due a larger percentage of the Company stock than what
he received. The Company was served notice on March 29, 1998 and has retained a
law firm to seek a dismissal or in the alternative a change of venue. The case
was filed in the United States District Court, Middle District of Florida, Tampa
Division.
The Company is engaged in litigation with the group that the Company purchased
four Atlanta Georgia area clinics. The claim alleges failure to pay on the
promissory note for the purchase of the clinics and to enforce stock pledge
obligations. The suit was filed April 14, 1998 and the Company is currently
evaluating this claim. The case is filed in the United States Bankruptcy Court,
Northern District of Georgia, Atlanta Division.
The Company is engaged in litigation with a former landlord at a location where
the Company closed a clinic for breach of lease. The Company answered and
counter claimed against landlord for landlord's failure to perform under the
agreement. The case is filed in State District Court, 285th Judicial District,
Bexar County, TX.
F-8
<PAGE> 9
The Company is engaged in litigation with a former landlord at a location where
the Company closed a clinic for breach of lease. The Company answered and
counter claimed against landlord for landlord's failure to perform under the
agreement. The case is filed in State District Court, 138th Judicial District,
Cameron County, TX.
The Company is not involved in any other material litigation nor is management
aware of any other pending litigation that would substantially impact the
Company's financial position.
F-9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company owns 18 clinics due to the sale of one clinic, closure of two
clinics, and one clinic returned in a settlement agreement. Of the 18 clinics,
four of these are physical therapy clinics located next to other Company
clinics. Additionally, the Company owns one center that provides diagnostic
services. The clinics are located in three states: Texas, Louisiana, and
Georgia. The following chart details the clinics, locations, metropolitan areas
served, services provided, and date acquired or commenced operation by the
Company.
<TABLE>
<CAPTION>
METROPOLITAN AREA
CLINIC LOCATION SERVED SERVICES PROVIDED DATE ACQUIRED
<S> <C> <C> <C> <C>
North East MediClinic San Antonio, TX San Antonio primary medical care 12/95
Nationwide Sports & Injury Katy, TX Houston physical therapy 10/94
United Health Services Katy, TX Houston chiropractic 10/94
Nationwide Sports &
Injury San Antonio, TX San Antonio physical therapy 7/94
United Health Services San Antonio, TX San Antonio chiropractic 7/94
Nationwide Sports &
Injury San Antonio, TX San Antonio physical therapy 10/94
United Health Services San Antonio, TX San Antonio chiropractic 10/94
Nationwide Sports &
Injury San Antonio, TX San Antonio physical therapy 10/94
United Health Services San Antonio, TX San Antonio chiropractic 10/94
Corpus Christi Rehab Corpus Christi, TX Rio G. Valley Chiropractic 5/96
San Pedro MediClinic San Antonio, TX San Antonio primary medical care 10/94
Southcross MediClinic San Antonio, TX San Antonio urgent care, primary 12/95
medical care
United Chiropractic New Orleans, LA New Orleans chiropractic 7/94
New Orleans East
United Chiropractic
Uptown New Orleans, LA New Orleans chiropractic 7/94
Peachtree Medical Center Atlanta, GA Atlanta internal medicine 2/96
of Northside*
Peachtree Corners Norcross, GA Atlanta primary medical care, 9/95
Medical Center urgent care
Peachtree Medical Center Conyers, GA Atlanta primary medical care 2/96
of Conyers
Peachtree Medical Center McDonough, GA Atlanta primary medical care 2/96
of McDonough
Valley Family Health McAllen, TX McAllen chiropractic 1/96
Center
ACME Brownsville Brownsville, TX Rio G. Valley chiropractic 7/96
Chiropractic ***
Southmost Medical Clinic** Brownsville, TX Rio G. Valley primary medical care 9/96
Disability Medicine** McAllen, TX McAllen primary medical care 7/96
</TABLE>
* Clinic returned under settlement agreement "Item 1. Legal Proceedings".
** Clinics closed in third quarter of 1998
*** Clinic sold June 1, 1998.
F-10
<PAGE> 11
FORWARD-LOOKING INFORMATION
This report contains certain forward-looking statements and information relating
to the Company that are based on the beliefs of the Company's management as well
as assumptions made by and information currently available to the Company's
management. When used in the report, words such as "anticipate," "believe,"
"estimate," "expect," "intend," "should," and similar expressions, as they
relate to the Company or its management, identify forward-looking statements.
Such statements reflect the current views of the Company with respect to future
events and are subject to certain risks, uncertainties, and assumptions relating
to the operations, results of operations, liquidity, and growth strategy of the
Company, including competitive factors and pricing pressures, changes in legal
and regulatory requirements, interest rate fluctuations, and general economic
conditions, as well as other factors described in this report. Should one or
more of the risks materialize, or should underlying assumptions prove incorrect,
actual results or outcomes may vary materially from those described herein as
anticipated, believed, estimated, expected, or intended.
RESULTS OF OPERATIONS
Comparison of three months ended June 30, 1998 to three months ended June 30,
1997
For the three months ended June 30, 1998, net revenues amounted to $1,840,384
compared to $2,342,231 for the same period in 1997. Although this was a decrease
in net patient revenues of approximately 21%, operating costs were decreased an
even greater 26%. These decreases from 1997 were a result of management's cost
reduction efforts over the past year which included the closure of certain
unprofitable clinics. The Company's net patient revenues for the three months
ended June 30, 1998; as a percentage of total revenues, for medical,
chiropractic, and physical therapy services amounted to 53%, 40%, and 7%
respectively, compared to 47% and 53%, (physical therapy was not separated in
1997) respectively, for the three months ended June 30, 1997.
The Company's operations are labor intensive with salaries and benefits
comprising the single largest item in operations. For the three months ended
June 30, 1998, compensation and benefits were $1,386,488 compared to $2,096,411
for the three months ended June 30, 1997 or a decrease of $709,923 or 34%. This
decrease is a direct result of management's cost reduction efforts over the past
year which included the closure of certain unprofitable clinics.
General and administrative expenses for the three months ended June 30, 1998 was
$925,653 compared to $966,458 for the three months ended June 30, 1997 or a
decrease of $40,805 or 4%. This decrease again reflects the cost cuts
implemented by the Company. Management is continuing its efforts to reduce costs
and boost revenues by updating fee sheets, restructuring marketing, reducing and
restructuring debt as much as possible; following budget goals for clinics and
corporate management, improving data management, and continuing of internal
audit and collection administration functions to provide consistency and
procedural structure within the clinics. Management believes that the effect of
these and other changes that are still being implemented will be reflected to a
greater extent in the upcoming quarters.
Comparison of nine months ended June 30, 1998 to nine months ended June 30, 1997
For the nine months ended June 30, 1998, net revenues amounted to $5,622,089
compared to $7,562,467 for the same period in 1997. Although this was a decrease
in net patient revenues of approximately 26%, operating costs were decreased an
even greater 28%. These decreases from 1997 were a result of management's cost
reduction efforts over the past year that included the closure of certain
unprofitable clinics. The Company's net patient revenues for the nine months
ended June 30, 1998; as a percentage of total revenues, for medical,
chiropractic, and physical therapy services amounted to 56%, 39%, and 5%
F-11
<PAGE> 12
respectively, compared to 51% and 49%, (physical therapy was not separated in
1997) respectively, for the nine months ended March 31, 1997.
The Company's operations are labor intensive with salaries and benefits
comprising the single largest item in operations. For the nine months ended June
30, 1998, compensation and benefits were $4,489,734 compared to $6,911,040 the
nine months ended June 30, 1997 or a decrease of $2,421,306 or 35%. This
decrease is a direct result of management's cost reduction efforts over the past
year that included the closure of certain unprofitable clinics.
General and administrative expenses for the nine months ended June 30, 1998 was
$2,765,921 compared to $3,058,519 for the six months ended June 30, 1997 or a
decrease of $292,598 or 10%. This decrease again reflects the cost cuts
implemented by management. Management is continuing its efforts to reduce costs
and boost revenues by updating fee sheets, restructuring marketing, reducing and
restructuring debt as much as possible; following budget goals for clinics and
corporate management, improving data management, and continuing of internal
audit and collection administration functions to provide consistency and
procedural structure within the clinics. Management believes that the effect of
these and other changes that are still being implemented will be reflected to a
greater extent in the upcoming quarters.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1998, the Company had cash and working capital of $(14,948) and
$4,087,710 respectively. The Company's primary current asset is account
receivables which represent amounts due from patients for services rendered.
Approximately 66% of the Company's net account receivables at June 30, 1998
represent receivables from the delivery of chiropractic and physical therapy
services, of which the majority represent personal injury claims which are
typically collected once the lawsuit or claim to which they relate is settled.
As a result, the Company's collections on personal injury claims are often more
than a year after the services are rendered. This extended collection period can
and does cause cash flow difficulties. In addition, the Company has been
inadequately capitalized from inception to meet its current operational
requirements and to fund future acquisitions.
Management is currently negotiating new terms for the unconverted portion of the
September 12, 1997 Regulation S debentures and to raise additional funds for
ongoing operations. As of August 12, 1998, no agreements had been finalized.
F-12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On April 14, 1998, the American Arbitration Association, Atlanta Ga., issued an
award to the Company concerning their Northside clinic located in Atlanta, Ga.,
against the doctor who was the original seller of that clinic. The doctor
alleged contract default by the Company and was claiming all rights to this
clinic. The Company contended that there was a valid settlement agreement
concerning the alleged breach of contract. The arbitrator found there was a
valid settlement agreement and issued a ruling in accordance with the reported
terms of the settlement agreement. In sum, the award makes the doctor
responsible for all sums and accounts due for operating expenses after March 10,
1996. Further, the award bars the doctor from making any claims against the
Company for the Promissory Note and Guarantee given by the Company, and the
doctor's employment contract. In exchange, the Company returns the clinic and
any accounts receivable collected by the Company after February 1, 1997 for work
done prior to February 1, 1997 by the doctor.
The Company is engaged in litigation with a service supplier over unpaid
invoices. The suit was filed December 31, 1997. The Company believes that a
substantial portion of this claim is associated with the Northside clinic
litigation. The case is filed in the State District Court, 162nd Judicial
District, Dallas County, Tx.
The Company is engaged in litigation with a service supplier over unpaid
invoices. The suit was filed April 1, 1998. The Company has retained a law firm
and is currently evaluating the allegations. The case is filed in the County
Court of Dallas County at Law No. 2, Dallas, Texas.
The Company is engaged in litigation with a service supplier over unpaid
invoices. The Company was served April 29, 1998. The Company answered and
counter claimed against plaintiff and the Company believes that a substantial
portion of this claim is associated with other litigation. The case is filed in
the County Court of Dallas County at Law No. 4, Dallas, Texas.
The Company is engaged in litigation with the doctor who managed the Norcross,
Georgia clinic. The Company found it necessary to terminate the managing doctor.
The managing doctor then filed a claim against the Company for breach of
contract and sought an injunction to prevent the Company from enforcing its
non-compete clause. The Court declined to enter a temporary restraining order
against enforcement of the non-compete clause. The Company filed a counter claim
against the doctor primarily for losses the Company sustained while he managed
the clinic. The case is filed in the Superior Court of Gwinnett County, Ga.
One former doctor and two physicians assistants who worked at the Norcross,
Georgia clinic have filed a law suit naming the Company as a codefendant. The
one doctor and one of the physician assistants worked at the clinic prior to the
Company purchasing the clinic. The other physicians assistant left the clinic
within one year of the Company's purchase. The claim alleges a right to the
accounts receivable for patients the doctors treated at the clinic that were
collected after the doctors' employment ended with the clinic. The Company
denies any liability and intends to cross claim against the former managing
doctor of the clinic. The case is filed in the Superior Court of Gwinnett
County, Ga.
The Company was served a Complaint on January 26, 1998 alleging unspecified
damages arising from trademark infringement and related claims. The Company has
retained a law firm and is currently evaluating the allegations. The case is
filed in the United States District Court, Southern District of Texas, Houston
Division.
A person claiming to have performed certain services in formation of the Company
has sued claiming he is due a larger percentage of the Company stock than what
he received. The Company was served notice on March 29, 1998 and has retained a
law firm to seek a dismissal or in the alternative a change of venue. The case
was filed in the United States District Court, Middle District of Florida, Tampa
Division.
F-13
<PAGE> 14
The Company is engaged in litigation with the group that the Company purchased
four Atlanta Georgia area clinics. The claim alleges failure to pay on the
promissory note for the purchase of the clinics and to enforce stock pledge
obligations. The suit was filed April 14, 1998 and the Company is currently
evaluating this claim. The case is filed in the United States Bankruptcy Court,
Northern District of Georgia, Atlanta Division.
The Company is engaged in litigation with a former landlord at a location where
the Company closed a clinic for breach of lease. The Company answered and
counter claimed against landlord for landlord's failure to perform under the
agreement. The case is filed in State District Court, 285th Judicial District,
Bexar County, Tx.
The Company is engaged in litigation with a former landlord at a location where
the Company closed a clinic for breach of lease. The Company answered and
counter claimed against landlord for landlord's failure to perform under the
agreement. The case is filed in State District Court, 138th Judicial District,
Cameron County, TX.
The Company is not involved in any other material litigation nor is management
aware of any other pending litigation that would substantially impact the
Company's financial position.
ITEM 2. CHANGES IN SECURITIES
There were no changes in securities during the three months ended June 30, 1998.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders, through the solicitation
of proxies or otherwise, during the three months ended June 30, 1998.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K
The Company filed a report on Form 8-K on November 26, 1997 regarding the
changing of auditors. On July 2, 1998 a Form 8-K was filed regarding the
resignation of four board members. Since July 2, 1998 no other Form 8-K's have
been filed.
F-14
<PAGE> 15
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN HEALTHCHOICE, INC.
Date: August 13, 1998 By: /s/ Dr. J.W. Stucki
Dr. J.W. Stucki, Chief Executive
Officer and President
Date: August 13, 1998 By: /s/Jay R. Stucki
Jay R. Stucki, Chief Financial
Officer and Vice President - Finance
(Principal Financial and Accounting
Officer)
F-15
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> JUN-30-1998
<CASH> (14,948)
<SECURITIES> 0
<RECEIVABLES> 15,924,475
<ALLOWANCES> 8,118,258
<INVENTORY> 77,250
<CURRENT-ASSETS> 8,473,442
<PP&E> 1,494,334
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,424,810
<CURRENT-LIABILITIES> 4,385,732
<BONDS> 0
0
0
<COMMON> 12,665,521
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 10,424,810
<SALES> 1,840,384
<TOTAL-REVENUES> 1,840,384
<CGS> 2,236,604
<TOTAL-COSTS> 2,236,604
<OTHER-EXPENSES> (16,907)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 206,978
<INCOME-PRETAX> (620,105)
<INCOME-TAX> 0
<INCOME-CONTINUING> (620,105)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (620,105)
<EPS-PRIMARY> (0.5)
<EPS-DILUTED> (0.5)
</TABLE>
