U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission file number 0-19490
EMERALD CAPITAL HOLDINGS, INC.
----------------------------------
(Exact name of Issuer as specified in charter)
DELAWARE 22-3096351
--------------------------------------------------
(State or other jurisdiction of
incorporation or (I.R.S. Employer
organization) Identification No.)
1411 N Westshore Blvd., Ste. 208, Tampa, FL 33607
------------------------------------------------------
(Address of principal executive offices) (zip code)
(813) 282-0840
----------------
(Registrant s telephone number, including area code)
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 _____
State the number of shares outstanding of each of the issuer s
classes of common equity stock, as of the latest practicable date:
Class
Number of Shares Outstanding
On June 30, 1997
_______________________________________________________________
Common Stock, $.001 Par Value 1,419,553
<PAGE>
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
INDEX
Page
PART I FINANCIAL INFORMATION
Item 1. Consolidated Balance Sheet as of March 31,
1997 (unaudited) 3
Consolidated Statements of Operations for
the Three Months Ended March 31, 1997
and March 31, 1996 (unaudited) 4
Consolidated Statement of Stockholders
Equity for the Period from December 31, 1995
to March 31, 1997 (unaudited) 5
Consolidated Statement of Cash Flows for the
Three Months Ended March 31, 1997 and March 31,
1996 (unaudited) 7
Notes to Consolidated Financial Statements 8
Item 2. Management s Discussion and Analysis of Financial
Condition and Results of Operations 12
PART II OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Exhibits and Reports on Form 8-K 15
Signatures 16
<PAGE>
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
March 31,
1997
--------
ASSETS
Current Assets
Cash $ 269
Accounts receivable, net 18,419
Prepaid expenses and other 3,232
----------
21,920
----------
Property Plant and Equipment, net 3,508
Other Assets 4,550
----------
$ 29,978
==========
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Bank notes payable $ 144,506
Notes payable Stockholders And
Directors 297,722
Notes payable other 31,900
Accounts payable 223,092
Accrued expenses 511,890
----------
1,209,110
----------
Stockholders Equity
Preferred stock, $.001 par value,
authorized 2,000,000 shares, none
outstanding -0-
Common stock, $.001 par value,
authorized 100,000,000 shares,
issued and outstanding 1,344,553 1,343
Additional paid-in-capital 21,277,746
Deficit (22,438,221)
Due from shareholder ( 20,000)
----------
( 1,179,132)
----------
$ 29,978
==========
See accompanying notes to consolidated financial statements.
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 31,
1997 1996
------------------------
Sales $ 22,773 $ 20,033
Cost of goods sold -0- -0-
Selling, general and
administrative expenses 86,148 30,284
Depreciation and amortization 724 12,499
--------- ---------
Operating (Loss) (64,099) (22,750)
Other (Income) Expenses
Interest and other expenses 8,820 8,675
Interest and other income -0- -0-
--------- ---------
Net (Loss) from Continued
Operations (72,919) (31,425)
(Loss) from Discontinued
Operations -0- (20,657)
--------- ---------
Net (Loss) $ (72,919) $ (52,082)
========= =========
Loss per Common Share
From continued operations $ (0.05) $ (0.10)
Discontinued operations 0.00 (0.06)
--------- ---------
Net (Loss) per share $ (0.05) $ (0.16)
========= =========
Weighted Average number of
common shares used in
computation of net (loss)
per share 1,344,553 329,783
========= =========
See accompanying notes to consolidated financial statements.
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER S EQUITY
(UNAUDITED)
Common Stock Additional Cumulative
Shares Amount Paid-in- Translation
Capital Adjustment
--------------- ---------- -----------
Balance at December 31,
1995 277,493 277 20,545,586 -0-
Issuance of shares for
cash 131,250 131 54,869 -0-
Issuance of shares in
connection with consulting
and legal services 176,777 176 176,684 -0-
Issuance in settlement of
debt 522,667 523 262,477 -0-
Issuance of shares to
shareholders of
Sportade Int. 236,366 236 236,130 -0-
Net (Loss) -0- -0- -0- -0-
--------- ----- ---------- ----------
Balance at December 1,344,553 $1,343 $21,277,746 $ -0-
31, 1996
Net (Loss) -0- -0- -0- -0-
--------- ----- ---------- ----------
Balance at March 31,
1997 1,344,553 $1,343 $21,277,746 $ -0-
========= ===== ========== ===========
See accompanying notes to consolidated financial statements.
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDER S EQUITY
(UNAUDITED)
Due from
Stockholder Deficit Total
------------ ---------- -----------
Balance at December 31,
1995 (20,000) (21,080,086) (554,223)
Issuance of shares for
cash -0- -0- 55,000
Issuance of shares in
connection with consulting
and legal services -0- -0- 178,860
Issuance in settlement of
debt -0- -0- 263,000
Issuance of shares
to shareholders of
Sportade Intl. -0- -0- 236,366
Net (Loss) -0- (1,285,216) (1,285,216)
--------- ----------- -----------
Balance at December $ (20,000) $(22,365,302) $(1,106,213)
31,1996
Net (Loss) -0- (72,919) (72,919)
--------- ----------- ----------
Balance at March 31,
1997 $ (20,000) $(22,438,221) $(1,179,132)
======== =========== ===========
See accompanying notes to consolidated financial statements.
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
1997 1996
OPERATING ACTIVITIES -----------------------
Net (Loss) $ (72,919) $ (52,082)
Non-cash adjustments:
Depreciation and amortization 724 34,016
Common stock issued for services -0- 55,416
Cash provided (used) by changes
in assets and liabilities:
Accounts receivable (2,393) (7,248)
Inventories -0- 6,404
Prepaid expenses and other -0- 26,176
Accounts payable and accrued
expenses 73,120 (364,293)
NET CASH PROVIDED (USED) BY --------- ---------
OPERATING ACTIVITIES (1,468) (301,611)
--------- ---------
INVESTING ACTIVITIES
Decrease in property and equipment -0- 33,968
Other assets -0- (2,780)
NET CASH PROVIDED (USED) BY --------- ---------
INVESTING ACTIVITIES -0- 31,188
--------- ---------
FINANCING ACTIVITIES
Net increase in short term
borrowing 1,000 73,017
Proceeds (repayments)long-term
debt and revolving line of credit -0- (2,499)
Net proceeds of common stock issued -0- 195,000
NET CASH PROVIDED BY FINANCING -------- ---------
ACTIVITIES 1,000 265,518
-------- ---------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (468) (4,905)
CASH AND CASH EQUIVALENTS, Beginning 737 3,287
--------- ---------
CASH AND CASH EQUIVALENTS, Ending $ 269 $ (1,618)
========= =========
See accompanying notes to consolidated financial statements.
EMERALD CAPITAL HOLDINGS, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Business:
Emerald Capital Holdings, Inc. is a holding company the intent of
which is to acquire, manage and develop businesses in a variety of
sectors. Emerald Capital s wholly-owned subsidiaries are:
SunMed, Inc.--including AccuMed, Inc., acquired on March 31, 1995,
which provides electronic insurance billings, collections, medical
practice management and insurance administration and other services
for physician groups, clinics and others in the medical sector.
The Company may initiate the distribution of beverages, and may
form a new beverage subsidiary company, Emerald Beverages, Inc.
Principles of Consolidation:
The consolidated financial statements include the accounts of
Emerald Capital Holdings, Inc. include the accounts of Emerald
Capital Holdings, Inc. and all of its subsidiaries. All
significant intercompany accounts and transactions have been
eliminated in the consolidation.
Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Per Share Data:
In 1996, the shareholders of the Company approved a one for one
hundred and twenty reverse stock split. All share and per share
amounts have been retroactively adjusted.
Net loss per share of common stock is computed based on net loss,
and the weighted average number of common shares outstanding.
Common stock equivalents are anti-dilutive for all periods
presented and accordingly are not included in the computation.
Cash Equivalents:
The Company considers all highly liquid debt securities with a
maturity of three months or less when purchased to be cash
equivalents for the purposes of the statement of cash flows.
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Property and Equipment:
Property and equipment is stated at cost, less accumulated
depreciation. Depreciation is computed using the straight-line
method over the useful lives of the assets, which range from three
to thirty years.
Income Taxes:
The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards No. 109. The statement
requires the recognition of deferred tax assets and liabilities for
the expected future tax consequences of temporary differences
between the carrying amounts and tax basis of assets and
liabilities.
Financial Condition and Liquidity
The Company s consolidated financial statements have been prepared
assuming that it will continue as a going concern. The Company has
suffered recurring losses from operations and has an excess of
current liabilities over current assets and a capital deficit that
raise substantial doubt about its ability to continue as a going
concern. The Company s continued existence is dependent on its
ability to achieve profitable operations and obtain additional
financing. Management s plans in regard to these matters are
described below. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
The Company incurred a loss of $(72,919) and consumed cash in
operating activities of $1,468 for the three months ended March 31,
1997 and had a working capital deficiency of $(1,187,190) and a
capital deficit of $(1,179,132) at March 31, 1997. At March 31,
1997, the Company had cash of $269.
The Company continued the restructuring of its businesses in 1997
and 1996, taking steps intended to improve operations and cash
flow, including (1) reducing company office facilities and
personnel levels to reduce costs, (2) eliminating in-house
accounting operations and personnel and providing for such services
by retaining less-expensive outside personnel. While the Company
believes that these measures will reduce the cash consumed in
operations, there is no assurance that revenues and profits of its
business or possible future acquisitions will be sufficient to fund
all of the Company s operations.
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company believes that efforts to reduce its costs and improve
the operations are consistent with the Company s restructuring.
The Company anticipates that acquisitions should provide the
Company with the ability to cover fixed corporate costs.
The Company believes that should the aforementioned measures taken
to improve cash flow be successful, and provided that sales improve
due to the recent acquisitions, together with additional private
placements of which there is no assurance, existing cash and
capital resources will be sufficient to fund operations for the
next twelve months. If the Company s cash flow improvement is less
than anticipated to enable the Company to have sufficient cash to
fund operations for the next twelve months, the Company would
consider a sale of a subsidiary, specific assets or operations or
a corporate reorganization or liquidation.
NOTE C - PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
Equipment $ 4,678
Less: accumulated depreciation (1,170)
--------
$ 3,508
========
NOTE D - STOCK OPTIONS, WARRANTS AND RIGHTS
Stock Option Plan:
The Company s Stock Option Plan (the Plan), as amended, provides
for the grant of up to 528 options to purchase common stock to
directors, officers and other key employees of the Company. No
options have been granted in 1997 or 1996.
Non-Plan Options
No options have been granted in 1997 or 1996.
Warrants and Rights:
During August of 1991, as part of the initial public offering, the
Company issued 1,260 Units which consisted of one share of common
stock and one warrant (1991 Warrant). Each 1991 Warrant entitled
the holder therefore to purchase one share of common stock at an
exercise price of $5,400 per share, subsequently reduced to $1,800
per share, until December 31, 1996, subsequently extended to
December 31, 1997. No 1991 Warrants have been exercised.
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE E- NOTES PAYABLE BANK, STOCKHOLDERS AND OTHERS
Note payable bank bears interest at a rate of 1.5% over prime, is
payable monthly, and was due December 31, 199. This note is
guaranteed by the Company s Chairman of the Board of Directors, and
is currently in default.
Notes payable stockholders are due on demand, bear interest at 8%
per annum, are unsecured, and are convertible to shares of common
stock.
Notes payable other are due on demand, bear interest at 8% per
annum and are unsecured.
NOTE F - DISCONTINUED AND DIVESTED OPERATIONS
In 1996, the Company discontinued its beverage operations.
Loss from discontinued operations of this business for the three
months ended March 31, 1997 were $(20,657).
NOTE G - COMMITMENTS AND CONTINGENCIES
The Company leases its office premises pursuant to operating leases
expiring through March, 1998. Future minimum rental payments are
as follows:
1997--$12,750
1998--$ 3,000
Legal Proceedings:
The Company has retained counsel to investigate bringing an action
against three former owners/employees of SportAde (the SportAde
Defendants) in order to (1) rescind Emerald s acquisition of
SportAde/Ocean Beverage made in September 1995 and/or (2) cause
return of cash and other assets of SportAde misappropriated by the
SportAde Defendants. The Company is alleging , among other matters,
fraudulent schemes and diversion of cash and assets, and is seeking
reimbursement and damages from the parties. The Company has filed
a police report in connection with the actions of SportAde
Defendants . Counsel has advised the company that two of the
EMERALD CAPITAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Defendants are unlikely to have sufficient assets to repay the
Company, and that the third is a fugitive from police authorities
in an unrelated matter. The Company can not predict the outcome of
this litigation. The Company has written off the SportAde assets in
full at December 31,1996
Consulting and Employment Agreements
The Company entered into a six year consulting agreement with
Avalon Holdings, Inc., a company in which the Chairman of the
company is a principal shareholder, effective April 1, 1996. The
annual base salary under the agreement is $250,000 per annum. In
view of the Company s financial condition, Avalon continues to
accrue all of its fees. Fees accrued for the three months ended
March 31, 1997 under such agreement were $62,500.
NOTE H- INCOME TAXES
At March 31, 1997, the Company had net operating loss carry
forwards for income tax purposes of approximately $17,976,000
which expire substantially from 2005 through 2012.
MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Background
Emerald Capital s wholly-owned subsidiaries are: SunMed,
Inc.--including AccuMed, Inc., which on March 31, 1995, was
acquired with common stock, and is a medical sector business which
provides electronic insurance billings, collections, medical
practice management and insurance administration for physician
groups, clinics and others in the medical sector; and Emerald
Beverages, Inc. (in formation), a development stage company through
which the Company may enter into the beverage distribution sector.
In 1996, the Company discontinued its beverage operations.
Approximately $20,657 of the Company s consolidated losses for the
three months ending March 31, 1996 were from these sold or
discontinued operations.
Results of Operations
---------------------
Quarter Ended March 31, 1997 Compared to Quarter Ended March 31,
- ----------------------------------------------------------------
1996
- ----
Operations for the three months in 1997 consisted of the Company
s medical service. Operations for the three months in 1996
consisted of and beverage businesses.
Selling, general and administrative expenses increased to $86,148
for the three months in 1997 compared to $30,284 in 1996, an
increase of $55,864, due primarily to the accrual of management
fees totalling $62,500 to Avalon Holdings, Inc. under agreement
commencing on April 1, 1996.
Interest expense for the three months in 1997 was $8,820 compared
to $8,675 for the same period in 1996.
The Company reported a loss from discontinued operations of
$20,657 for the three months in 1996.
Financial Condition and Liquidity
The Company s consolidated financial statements have been prepared
assuming that it will continue as a going concern. The Company has
suffered recurring losses from operations and has an excess of
current liabilities over current assets and a capital deficit that
raise substantial doubt about its ability to continue as a going
concern. The Company s continued existence is dependent on its
ability to achieve profitable operations and obtain additional
financing. Management s plans in regard to these matters are
described below. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
The Company incurred a loss of $(72,919) and consumed cash
in operating activities of $1,468 for the three months ended
March 31, 1997 and had a working capital deficiency of
$(1,187,190) and a capital deficit of $(1,179,132) at March 31,
1997. At March 31, 1997, the Company had cash of $269.
The Company continued the restructuring of its businesses in 1997
and 1996, taking steps intended to improve operations and cash
flow, including (1) reducing company office facilities and
personnel levels to reduce costs, (2) eliminating in-house
accounting operations and personnel and providing for such services
by retaining less-expensive outside personnel. While the Company
believes that these measures will reduce the cash consumed in
operations, there is no assurance that revenues and profits of its
business or possible future acquisitions will be sufficient to fund
all of the Company s operations.
The Company believes that efforts to reduce its costs and improve
the operations are consistent with the Company s restructuring.
The Company anticipates that acquisitions should provide the
Company with the ability to cover fixed corporate costs.
The Company believes that should the aforementioned measures taken
to improve cash flow be successful, and provided that sales improve
together with additional private placements of which there is no
assurance, existing cash and capital resources will be sufficient
to fund operations for the next twelve months. If the Company s
cash flow improvement is less than anticipated to enable the
Company to have sufficient cash to fund operations for the next
twelve months, the Company would consider a sale of a subsidiary,
specific assets or operations or a corporate reorganization or
liquidation.
Historically, certain affiliates of the Company and others have
made advances to meet the Company s short-term cash needs. At
Mach 31, 1997, convertible promissory notes owed to such
persons aggregated approximately $297,000.
Inflation
The Company believes that its subsidiaries may be affected by
general economic trends and inflation. AccuMed s business may be
adversely affected if there are industry-wide reductions or
increases in health costs, health and other insurance premiums, or
new or revised governmental regulations which would require changes
in the subsidiary s methods of doing business. With respect to the
operations of the Company s contemplated beverage distribution
subsidiary, costs of raw supplies, including plastic for bottles,
sugar, fructose and fruit flavorings, may be affected by greater
inflation and restricted worldwide supplies due to adverse trade,
weather or environmental factors. A slowdown in the economy may
reduce sales to consumers of the Company s beverage products which
are discretionary. Price increases if passed on to consumers may
reduce sales.
PART II
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Note F of the financial statements.
ITEM 2. EXHIBITS AND REPORTS ON FORM 8-K
No reports on form 8-K were filed during the quarter ended March
31, 1997.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
EMERALD CAPITAL HOLDINGS, INC.
BY: /s/ Robert Springer
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
Signature Title Date
/s/ Robert Springer Chief Executive Officer 11/25/97
(Principal Executive Officer,
Chief Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 269
<SECURITIES> 0
<RECEIVABLES> 18,419
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 21,920
<PP&E> 4,678
<DEPRECIATION> 1,170
<TOTAL-ASSETS> 29,978
<CURRENT-LIABILITIES> 1,209,110
<BONDS> 0
0
0
<COMMON> 1,343
<OTHER-SE> (1,180,475)
<TOTAL-LIABILITY-AND-EQUITY> 29,978
<SALES> 22,773
<TOTAL-REVENUES> 22,773
<CGS> 0
<TOTAL-COSTS> 86,872
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,820
<INCOME-PRETAX> (72,919)
<INCOME-TAX> 0
<INCOME-CONTINUING> (72,919)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (72,919)
<EPS-PRIMARY> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
