<PAGE> 1
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended December 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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 W. Walnut Hill Lane Suite 275, Irving, TX 75038
(Address of principal executive offices) (Zip Code)
(972) 751-1900
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
As of December 31, 1998, there were outstanding 14,519,632 shares of
the issuer's Common Stock, par value $.001 per share.
Transitional Small Business Disclosure Format (check one)
Yes [ ] No [X]
<PAGE> 2
AMERICAN HEALTHCHOICE, INC.
INDEX TO FORM 10-QSB
FOR THE QUARTER ENDED DECEMBER 31, 1998
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet...................................... 2
Consolidated Statement of Operations............................ 3
Consolidated Statement of Cash Flows............................ 4
Notes to Consolidated Financial Statements...................... 5
Item 2. Management's Discussion and Analysis or Plan of Operation... 6
PART II OTHER INFORMATION
Item 1. Legal Proceedings........................................... 7
Item 2. Changes in Securities and Use of Proceeds................... 8
Item 3. Defaults upon Senior Securities............................. 8
Item 4. Submission of Matters to a Vote of Security Holders......... 8
Item 5. Other Information........................................... 9
Item 6. Exhibits and Reports on Form 8-K............................ 9
Signatures................................................................ 10
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN HEALTHCHOICE, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
DECEMBER 31, 1998
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash $ 24,636
Accounts receivable, less allowance for doubtful accounts of $8,458,835 7,798,707
Advances and notes receivable 266,522
Other current assets 90,162
------------
Total current assets 8,180,027
Property and equipment, net 1,235,770
Goodwill, net 420,588
Other assets 23,868
------------
Total assets $ 9,860,253
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current portion of notes payable $ 719,659
Current portion of capital lease obligations 205,864
Deposit on sale of clinic 150,000
Accrued payroll and payroll taxes 167,264
Accounts payable and accrued expenses 1,254,225
------------
Total current liabilities 2,497,012
Convertible debentures 4,105,594
Notes payable, less current portion 211,468
Capital lease obligations, less current portion 179,055
------------
Total liabilities 6,993,129
Commitments
Stockholders' Equity:
Preferred stock, $.001 par value; 5,000,000 shares authorized; none issued
Common stock, $.001 par value; 115,000,000 shares authorized;
14,519,632 shares issued and outstanding 14,520
Options to acquire common stock 685,664
Additional paid-in capital 12,875,040
Accumulated deficit (10,708,100)
------------
Total stockholders' equity 2,867,124
------------
Total liabilities and stockholders' equity $ 9,860,253
============
</TABLE>
See accompanying notes to these consolidated financial statements.
2
<PAGE> 4
AMERICAN HEALTHCHOICE, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31,
------------------------------
1997 1998
------------ ------------
<S> <C> <C>
Net Patient Revenues $ 1,917,962 $ 1,531,047
Operating Expenses:
Compensation and benefits 1,600,341 1,201,065
Depreciation and amortization 67,219 55,772
General and administrative 688,301 408,638
Rent expense 258,344 156,256
------------ ------------
Total operating expenses 2,614,205 1,821,731
Other Income (Expense):
Interest expense (45,190) (14,513)
Other income 6,933 3,231
------------ ------------
Total other expenses (38,257) (11,282)
------------ ------------
Net Loss $ (734,500) $ (301,966)
============ ============
Basic and Diluted Net Loss Per Share $ (0.09) $ (0.02)
Weighted Average Common Shares Outstanding 8,082,426 14,519,632
</TABLE>
See accompanying notes to these consolidated financial statements.
3
<PAGE> 5
AMERICAN HEALTHCHOICE, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED DECEMBER 31,
-------------------------------
1997 1998
------------ -------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net loss $ (734,500) $ (301,966)
Adjustments to reconcile net loss to
net cash used in operating activities:
Allowance for doubtful accounts 406,319 675,480
Depreciation and amortization 67,219 55,772
Change in operating assets and liabilities, net:
Accounts receivable-trade (97,099) (686,500)
Other current assets (16,967) (16,315)
Accounts payable and accrued expenses (160,087) (37,060)
Income taxes payable (31,629) --
Other, net 141,510 --
----------- -----------
Net cash used in operating activities (425,234) (310,589)
Cash Flows From Investing Activities:
Advances and notes receivable, net (2,187) 27,318
Property and equipment, net (26,272) (965)
Deposit received on sale of assets -- 150,000
----------- -----------
Net cash used in investing activities (28,459) 176,353
Cash Flows From Financing Activities:
Proceeds from notes payable -- 25,000
Payments on notes payable and capital leases (86,538) (36,023)
----------- -----------
Net cash provided by financing activities (86,538) (11,023)
----------- -----------
Net Decrease In Cash (540,231) (145,259)
Cash At Beginning Of Year 1,123,001 169,895
----------- -----------
Cash At End Of Period $ 582,770 $ 24,636
=========== ===========
Supplemental Disclosure Of Cash Flow Information:
Income taxes paid $ -- $ --
Interest paid 23,100 14,500
</TABLE>
See accompanying notes to these consolidated financial statements.
4
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AMERICAN HEALTHCHOICE, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
American HealthChoice, Inc. and subsidiaries (the Company) consists of a parent
company and sixteen 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. Four of the physical
therapy clinics are strategically 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 unaudited interim consolidated financial statements of the
Company have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information in footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to these
rules and regulations. The accompanying unaudited interim consolidated financial
statements reflect all adjustments which the Company considers necessary for a
fair presentation of the results of operations for the interim periods covered
and for the financial condition of the Company at the date of the interim
balance sheet. All such adjustments (except as otherwise disclosed herein) are
of a normal recurring nature.
The results of operations for the three months ended December 31, 1998 are not
necessarily indicative of the results to be expected for the full year. It is
suggested that the December 31, 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, 1998.
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 patient insurance
settlements, 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.
Earnings per share - Basic earnings per share are computed using the
weighted-average number of common shares outstanding. Diluted earnings per share
are computed using the weighted-average common shares outstanding after giving
effect to potential common stock from stock options based on the treasury stock
method, plus other potentially dilutive securities outstanding. If the result of
assumed conversions is dilutive, net earnings are adjusted for the interest
expense on the convertible debt, while the average shares of common stock
outstanding are increased.
5
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4. SUBSEQUENT EVENTS
On November 20, 1998, the Company executed a letter of intent to sell the
Norcross, Georgia clinic. The Company has since negotiated an asset purchase
agreement to sell certain assets of the clinic for $1,075,000; payable $950,000
in cash and a note for $125,000. The Company has already been paid a $150,000
non-refundable deposit and a $40,000 advance on the purchase price. The Company
will be paid $760,000 on closing of which $665,000 will be paid directly to the
convertible debenture holders. The closing is scheduled for February 17, 1999.
The book value of the assets to be sold was approximately $885,000 as of
December 31, 1998. Tangible assets are $300,000 in accounts receivable less than
six months old, and $365,000 in inventory and equipment. The Company has
approximately $220,000 of unamortized goodwill attributable to the purchase of
the clinic in 1996. The Company will retain approximately $300,000 in accounts
receivable less than six months old and all accounts receivable older than six
months. Proceeds from collection of the retained accounts receivable are
estimated to be approximately $500,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and Notes thereto, and is qualified in its
entirety by the foregoing and by other more detailed financial information
appearing elsewhere.
Three Months Ended December 31, 1998 Compared to Three Months Ended December 31,
1997
Net Patient Revenues. For the three months ended December 31, 1998, net
patient revenues decreased 20% from $1,918,000 for the same period in 1997 to
$1,531,000 in 1998. The decrease was a result of the closure or sale of five
clinics in fiscal 1998 and reductions in revenues from chiropractic clinics due
to new regulations in the State of Texas that govern marketing of medical
services. Approximately $160,000 of the decrease was attributable to reduced
volume of patient insurance settlements as a result of the changes in Texas
marketing laws.
Compensation and Benefits. For the three months ended December 31,
1998, compensation and benefits decreased 25% from $1,600,000 in 1997 to
$1,201,000 in 1998. The decrease, which exceeded the comparable percentage
decrease in revenues, was due primarily to personnel reductions related to
closure of unprofitable clinics in fiscal 1998.
General and Administrative. For the three months ended December 31,
1998, general and administrative decreased 40% from $688,000 for fiscal year
1997 to $409,000 in 1998. Approximately $60,000 of the decreases was
attributable to reduced legal and professional expenses due to fewer pending
suits and more legal projects assigned to in-house counsel. The remainder is due
to clinic closures.
Rent. For the three months ended December 31, 1998, rent decreased
$102,000 from $258,000 in 1997 to $156,000 in 1998. The decrease was primarily
due to clinic closures.
Through the closure of unprofitable clinics and an overall reduction in
operating expenses, the Company reduced the net loss for the three months ended
December 31, 1998 by approximately $400,000 compared to the three months ended
December 31, 1997. The sale of the Norcross clinic, which incurred operating
losses of approximately $200,000 for the three months ended December 31, 1998,
will further reduce the net loss in future periods.
6
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LIQUIDITY AND CAPITAL RESOURCES
For the three months ended December 31, 1998, net cash used in operating
activities was $311,000 as compared to $425,000 for the three months ended
December 31, 1997. The decrease of $114,000 is primarily attributable to the
reduction in net loss to $302,000 in 1998 compared to $734,000 in the 1997
period. The positive impact from the sale of the Norcross clinic and planned
decreases in account receivable should result in improved cash flow from
operations in future periods. The anticipated cash flow will be used to reduce
accounts payable and fund marketing programs.
After the sale of the Norcross clinic and planned improvements in the profits
from chiropractic clinics, operating profits from the clinics will not cover
planned corporate expenses, debt service and working capital requirements.
Management of the Company is actively searching for acquisitions that are
currently profitable and have minimal working capital requirements. The Company
will attempt to fund new acquisitions through the issuance of common stock and
proceeds from new convertible debentures.
Management will attempt to complete at least one acquisition and obtain new debt
financing by March 31, 1999. Future profitability and growth are dependent on
the successful completion of these transactions.
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.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The following matters have new developments since the 1998 Form 10-KSB was filed
January 14, 1999.
The Company is engaged in litigation with a service supplier over unpaid
invoices. There are two suits filed November 1997 and September 1997,
respectively. The Company believes that a substantial portion of one claim is
associated with the Northside clinic litigation. The case is: SmithKline Beecham
Clinical Labs v. American HealthChoice, Inc., filed in the County Court of Bexar
County at Law No. 5, San Antonio, Texas, and State District Court, 162nd
Judicial District, Dallas County, Texas. On February 3, 1998, the Company
executed a settlement agreement with the supplier on the San Antonio, Texas
case. The amount of the settlement approximates the liability recorded as of
September 30,1998.
The Company was 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: McKesson General
Medical v. American HealthChoice, Inc., filed in the County Court of Dallas
County at Law No. 2, Dallas, Texas. On January 25, 1998, the Company executed a
settlement agreement with the supplier. The amount of the settlement
approximates the liability recorded as of September 30,1998.
The Company is engaged in litigation with an equipment lessor. The suit was
filed October 14, 1998. The plaintiff alleges that the Company is the guarantor
for a company called Corrective Vision Center that went out of business. The
case is: Advanta Business Services Corp., v. American HealthChoice, Inc., filed
in the County Civil Court of Harris County at Law No. 4, Harris County, Texas.
Advanta won a decision for the full amount of the suit at a summary judgement
hearing on January 20, 1999. The Company plans to appeal the ruling. If the
Company does not prevail on appeal, the judgment is not a material amount.
7
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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 in July 1997 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 Malcolm P. Dulock v. AHC
Physicians Corporation, Inc., filed in the Superior Court of Gwinnett County,
Georgia. The doctor filed a Chapter 13 Bankruptcy Petition on January 29, 1999
in the United States Bankruptcy Court for the Northern District of Georgia.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of the Company was held on November 20, 1998 at 1300 West
Walnut Hill Lane, Suite 275, Irving, Texas. The following five Directors were
elected to hold office:
Dr. J.W. Stucki
Dr. Jeffrey Jones
Dr. Michael R. Smith
John V. Mansfield
James Roberts
The following matters were voted upon at the Annual Meeting:
1. Election of five Directors to hold office in accordance with the
Articles of Incorporation and Bylaws of the Compay.
2. Approval of issuance of shares of Common Stock upon conversion
$3,385,000 of debentures issued in August 1998.
3. Approval of (i) an amendment to the Company's Certificate of
Incorporation to decrease the number of authorized shares of Common
Stock from 115,000,000 shares to 4,600,000 shares (without affecting
par value), (ii) a 1-for-25 reverse stock split of the Company's
presently issued and outstanding shares of Common Stock, and (iii) an
amendment to the Company's Certificate of Incorporation, following the
effective date of the Reverse Split, to increase the post-split number
of authorized shares of Common Stock from 4,600,000 shares to
100,000,000 shares (without affecting par value). Although such matter
was approved, the Board of Directors has postponed its implementation
indefinitely.
4. Ratification of Lane Gorman Trubitt, L.L.P. as the Company's auditors.
8
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The following tabulates the results for all matters voted upon at the Annual
Meeting:
<TABLE>
<CAPTION>
NUMBER OF SHARES VOTED
------------------------------------------
ABSTAIN OR
MATTER FOR AGAINST WITHHELD
------ ---------- --------- ----------
<S> <C> <C> <C>
Election of Directors:
Dr. J.W. Stucki 11,514,626 - 501,684
Dr. Jeffrey Jones 11,558,390 - 457,920
Dr. Michael R. Smith 11,554,626 - 461,684
John V. Mansfield 11,546,540 - 469,770
James Roberts 11,560,540 - 455,770
Approve the issuance of common stock upon conversion
of $3,385,000 of debentures issued during August 1998 5,170,175 585,620 116,530
Approve an amendment to Certificate of Incorporation to
affect a 1-for-25 reverse stock split of common stock 10,839,915 1,131,785 44,610
Ratify selection of auditors 11,712,581 155,864 147,865
</TABLE>
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial data schedule
(b) No reports on Form 8-K were filed during the quarter ended
December 31, 1998.
9
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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: February 16, 1999 By: /s/ Dr. J.W. Stucki
Dr. J.W. Stucki,
Chief Executive Officer
and President
Date: February 16, 1999 By: /s/John C. Stuecheli
John C. Stuecheli,
Chief Financial Officer and
Vice President - Finance
(Principal Financial and
Accounting Officer)
10
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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-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 24,636
<SECURITIES> 0
<RECEIVABLES> 16,257,542
<ALLOWANCES> 8,458,835
<INVENTORY> 70,000
<CURRENT-ASSETS> 8,180,027
<PP&E> 1,235,770
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,860,253
<CURRENT-LIABILITIES> 2,497,012
<BONDS> 0
0
0
<COMMON> 14,513
<OTHER-SE> 2,852,604
<TOTAL-LIABILITY-AND-EQUITY> 9,860,253
<SALES> 1,531,047
<TOTAL-REVENUES> 1,531,047
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,821,731
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,513
<INCOME-PRETAX> (301,966)
<INCOME-TAX> 0
<INCOME-CONTINUING> (301,966)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (301,966)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
