UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[x] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the quarterly period ended June 30, 1997
or
[ ] 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 0-19685
METROVISION OF NORTH AMERICA, INC.
(Exact name of registrant as specified in its charter)
New York 16-1276525
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
75 South Church Street
Pittsfield, Massachusetts 01201
(Address of principal executive offices) (Zip Code)
(413) 448-2111
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has 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 __
Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by the court. Yes No___
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practical date.
Common Stock, $.001 Par Value - 7,241,664 shares as of August 13, 1997.
Transitional Small Business Issuer Format
(Check one)
Yes___ No_x_
METROVISION OF NORTH AMERICA, INC.
INDEX
PAGE
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed consolidated balance sheets - December 31, 1996 and
June 30, 1997 3
Condensed consolidated statements of operations -
Three months ended June 30, 1996 and 1997
Six months ended June 30, 1996 and 1997 5
Condensed consolidated statements of cash flows -
Six months ended June 30, 1996 and 1997 6
Notes to condensed consolidated financial statements - June 30, 1997 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 10
Part II. Other Information
Item 6. 16
Signatures 1
PART I - FINANCIAL INFORMATION
METROVISION OF NORTH AMERICA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, June 30,
1996 1997
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents 58,291 --
Accounts receivable, net of allowances -- 82,781
Marketable securities 466,071 --
Prepaid expenses -- 8,184
TOTAL CURRENT ASSETS 524,362 90,965
OPERATING EQUIPMENT
Installations and equipment -- 2,510,093
Equipment and fixtures -- 195,278
-- 2,705,371
Less: accumulated depreciation -- (2,365,371)
-- 340,000
OTHER ASSETS
Investment in York Hannover Partnership 701,179 1,102,248
Due from York Hannover Partnership 160,747 --
Due from related parties 245,267 --
Goodwill -- 493,333
Deposits -- 4,007
TOTAL OTHER ASSETS 1,107,193 1,599,588
TOTAL ASSETS $1,631,555 $2,030,553
(Continued)
METROVISION OF NORTH AMERICA, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(CONTINUED)
LIABILITIES and STOCKHOLDERS' DEFICIT
December 31, June 30,
1996 1997
(Unaudited)
CURRENT LIABILITIES
Accounts payable-trade -- $255,710
Accrued salaries and commissions -- 194,799
Deferred income 404,837 --
Accrued expenses 370,835 434,292
Current portion of long term-debt 2,070,833 2,001,371
Current portion of notes payable 275,537 --
Due to related parties -- 79,774
TOTAL CURRENT LIABILITIES 3,122,042 2,985,946
Deferred income 743,381 140,254
PREFERRED STOCK, 5% SERIES A -- 649
COMMON STOCKHOLDERS' DEFICIT
Common stock, Class A 100 5,574
Unrealized loss on securities,
net of taxes (32,040) --
Capital in excess of par value -- (1,077,190)
Retained deficit (2,201,928) (2,159,060)
TOTAL COMMON STOCKHOLDERS' DEFICIT (2,233,868) (1,076,296)
TOTAL LIABILITIES AND
STOCKHOLDERS DEFECIT $1,631,555 $2,030,553
THE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.
METROVISION OF NORTH AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended Six Months Ended
June 30 June 30
1996 1997 1996 1997
NET REVENUES, including
equity in earnings of York
Hannover Partnership $104,000 $315,960 $263,000 $570,384
OPERATING COSTS AND EXPENSES
Cost of sales -- 41,489 -- 41,489
Realized loss on sale of securities -- -- -- 66,914
Selling, general, and
administrative 154,000 174,981 232,000 249,981
154,000 216,470 232,000 358,384
OPERATING INCOME (LOSS) BEFORE
DEPRECIATION AND AMORTIZATION (50,000) 99,490 31,000 212,000
Depreciation and amortization -- 34,957 -- 34,957
INCOME (LOSS) FROM OPERATIONS (50,000) 64,533 31,000 177,043
Interest income -- 1 -- 1
Interest expense (70,000) (64,499) (140,000) (134,176)
NET INCOME (LOSS) (120,000) 35 (109,000) 42,868
Less: Preferred stock
dividend requirements -- 45,041 -- 45,041
NET LOSS APPLICABLE TO
COMMON STOCK $(120,000) $(45,006) $(109,000) $(2,173)
NET LOSS PER COMMON SHARE $(120.00) $.00 $(109.00) $.00
WEIGHTED AVERAGE NUMBER OF SHARES 1,000 5,574,275 1,000 5,574,275
THE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
METROVISION OF NORTH AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30
1996 1997
OPERATING ACTIVITIES
Net Income (loss) $(109,000) $42,867
Adjustments to reconcile net loss to
net cash used in operating activities:
Provision for depreciation and amortization -- 34,957
Amortization of deferred revenue (67,000) (33,285)
Amortization of goodwill -- 66,914
Equity in earnings of York Hannover
Partnership (115,000) (212,498)
Changes in operating assets and liabilities:
Decrease in accounts receivable (net) 104,000 142,611
Decrease in prepaid expenses and other assets -- 3,141
Increase (Decrease) in accounts payable
and other accrued expenses 136,000 (190,437)
NET CASH USED IN OPERATING
ACTIVITIES (51,000) (145,729)
INVESTING ACTIVITIES
Proceeds from repayment of loans from
affiliates -- 10,002
Loans to York Hannover Partnership,
net of payments received 3,000 49,221
Loans to related parties, net of
payments received (26,000) (22,728)
Distributions received from York
Hannover Partnership 80,000 --
Purchases of marketable securities (1,000) --
Proceeds from sale of marketable securities -- 339,198
Loans from related parties -- 79,774
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 56,000 515,467
FINANCING ACTIVITIES
Principal payments on long-term debt
borrowings (12,000) (94,201)
Principal payment on notes payable -- (275,537)
NET CASH USED IN FINANCING ACTIVITIES (12,000) (369,738)
NET DECREASE IN CASH AND CASH EQUIVALENTS (7,000) --
Cash and cash equivalents at
beginning of period 16,000 --
CASH AND CASH EQUIVALENTS AT END OF PERIOD $9,000 --
THE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
METROVISION OF NORTH AMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(UNAUDITED)
June 30, 1997
NOTE A-- MERGER AND BASIS OF PRESENTATION
On April 1, 1997, MetroVision of North America,
Inc. ("MetroVision" or "the Company") consummated a
merger (the "Merger") as a result of which York Hannover
Pharmaceuticals, Inc. ("York Hannover") a Florida
corporation , merged with and into the Company, with the
Company as the surviving corporation, pursuant to an
Agreement and Plan of Merger dated as of May 10, 1996
among the Company and York Hannover (the "Merger
Agreement"). Under the terms of the Merger Agreement,
York Hannover distributed all of its assets and liabilities to
Stockbridge Investment Partners, Inc. prior to the Merger
except for York Hannover's 40% interest in York Hannover
Partnership and York Hannover's outstanding debt under a
National HealthCare L.P. promissory note and related
accrued interest. Pursuant to the Merger Agreement, among
other things: (i) the Company changed its corporate name to
York Hannover Health Care Inc. (subject to receipt of all
necessary regulatory consents which are still pending); and
(ii) each share of York Hannover Pharmaceuticals, Inc.
Common Stock outstanding on April 1, 1997 was converted
into 4,000 shares of the Company's Common Stock, or an
aggregate of 4,000,000 shares of Common Stock,
constituting approximately 71.8% of the shares of Common
Stock outstanding giving effect to the Merger. As a result of
the Merger, the Company has shifted its primary business to
that conducted by York Hannover, the provision of
prescription and non prescription medications and pharmacy
related services to nursing homes and similar facilities.
The Merger was consummated upon receipt of
approval of the Merger Agreement and the Merger by the
Company's shareholders at a Special Meeting of Shareholders
held on April 1, 1997. At the Special Meeting, the
Company's shareholders also elected Thomas M. Clarke,
Lawrence B. Cummings, Robert F. Hussey, Courtlandt G.
Miller and Peter Doelger directors to serve until the next
annual meeting of shareholders and until their successors are
duly elected and qualified. Messrs. Clarke and Cummings,
who also have been appointed as Chairman and Chief
Executive Officer, respectively, of the Company, are
principal stockholders of Stockbridge Investment Partners,
Inc. ("Stockbridge"), the sole stockholder of York Hannover
Pharmaceuticals, which became the majority stockholder of
the Company as a result of the Merger. Robert F. Hussey is
the former Chairman of the Board, President and Chief
Executive Officer of the Company. Mr. Doelger has since resigned as a
director of the Company.
On April 1, 1997, pursuant to shareholder approval at the
Special Meeting of Shareholders on April 1, 1997, the
Company filed an amendment to its Restated Certificate of
Incorporation to effect a 1 for 4.6 reverse stock split of the
Common Stock effective April 1, 1997.
In addition to the shares of Common Stock issued to
Stockbridge in the Merger, each of Messrs. Clarke and
Cummings were issued warrants to purchase 750,000 shares
of the Company's Common Stock, exercisable in three
cumulative equal annual installments, at exercise prices
ranging from $.63 to $.945 per share. If all of such warrants
were exercised (and assuming no other increases in the
Company's capital stock), Messrs. Clarke and Cummings
would beneficially own, directly and through Stockbridge,
approximately 78.7% of the outstanding Common Stock.
The Merger has been accounted for as a reverse acquisition of
MetroVision by York Hannover in a transaction acccounted
for using the purchase method of accounting as prescribed by
Accounting Principals Board Opinion No. 16. In the reverse
acquisition transaction, York Hannover has been treated as
the acquirer for financial reporting purposes. Accordingly,
the historical financial statement of the Company have been
changed to reflect the historical financial statments of York
Hannover Pharmaceuticals, Inc. The purchase method of
accounting prescribes that the acquiring company allocate the
cost of an acquired company, including the expenses of the
acquisition, to the assets acquired and liabilities assumed as
of the date of the acquisition based upon their fair values.
The Company has determined that the fair market value of
MetroVision's assets less liabilities as of March 31, 1997 was
$300,000 compared to a book value of negative $198, 290.
Therefore, the Company recorded goodwill of $498,290 as of
April 1, 1997. The goodwill is being amortized over twenty
years.
The Company has filed a current report on Form 8-K which includes the
historical audited financial statments of York Hannover as of
and for the years ended December 31, 1996 and 1995, the
unaudited financial statements for the three month periods
ended March 31, 1997 and 1996 and related pro forma
financial data for the Merger.
The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and
Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by
generally accepted accounting principles for complete
financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been
included. Operating results for the six months ended June 30,
1997 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1997.
NOTE B--NEW PRONOUNCEMENTS
Statement of Financial Accounting Standards No.
128, "Earnings per Share" ("SFAS 128"), has been issued
effective for fiscal periods ending after December 15, 1997.
SFAS No. 128 establishes standards for computing and
presenting earnings per share. The Company is required to
adopt the provisions of SFAS No. 128 in the fourth quarter of
1997. Under the standards established by SFAS 128, basic
earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding
during the year. Due to the Company's option and warrant
prices compared to the respective market value of those
instruments, the effects of SFAS No. 128 have no impact to
the Company's reported earnings per share amounts.
NOTE C - INVESTMENT IN YORK HANNOVER PARTNERSHIP
During 1995, York Hannover Pharmaceuticals, Inc. formed a
partnership ("York Hannover Partnership" or "the
Partnership") with United Professional Companies, Inc. for
the purpose of operating a business which provides
institutional pharmacy, infusion therapy, third-party billing,
medical equipment and supplies, respiratory therapy and
other services. Pursuant to the terms of the partnership
agreement, York Hannover contributed to the Partnership all
of its furniture and equipment, inventory and existing
contracts with nursing facilities to provide service and
products. York Hannover's 40% interest in the Partnership is
recorded using the equity method of accounting.
NOTE D - NOTES PAYABLE
Notes Payable at June 30, 1997 was composed of the following:
June 30, 1997
Promissory note payable to NHCLP $1,950,371
Other 51,000
-------------
Total Notes Payable $2,001,371
The Company's promissory note payable to NHCLP matures
in September 1997
METROVISION OF NORTH AMERICA, INC.
Item 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Three Months Ended June 30, 1997 Compared to Three
Months Ended June 30, 1996
The 1996 historical period includes three months of operations
of York Hannover Pharmaceuticals, Inc. and no operations of
MetroVision due to the purchase accounting treatment
effective April 1, 1997. (see note A to Financial statements)
The 1997 historical period includes
three months of operations of York Hannover
Pharmaceuticals, Inc and three months of operations of
MetroVision subsequent to the Merger effective
April 1, 1997. As a result, for purposes of Management's
Discussion and Analysis, the following unaudited pro forma
income statement information for the three months ended
June 30, 1996 has been presented along with the unaudited
historical income statement information for the three months
ended June 30, 1997 in order to present both periods in a
comparable format. The unaudited pro forma information is
presented for informational purposes only and is not
necessarly indicative of the operating results that would have
occured had the Merger been consummated on January 1,
1996 nor are they necessarly indicative of future operating
results. The following summarized unaudited pro forma
income statement information for the three months ended
June 30, 1996 for the Company is presented as though the
Merger had been entered into on January 1, 1996:
Pro Forma Historical
Three Months Three Months
Ended Ended
June 30, 1996 June 30, 1997
Net revenues 364,000 316,000
Cost of sales 122,000 41,000
Selling, general and administrative 202,000 175,000
Other expenses 172,000 95,000
Net income (loss) (132,000) 5,000
Less: preferred stock dividend
requirements (45,000) (45,000)
Net loss applicable to common stock (177,000) (40,000)
The pro forma adjustments include the elimination of the effects of York
Hannover's operations that were spun-off prior to the Merger and the
effect of all necessary purchase accounting adjustments.
Net Revenues. The Company derives its revenues
from the sale or barter of advertising and information
provider spots on the Commuter Channel, the sale of
complete systems to Transit Authorities and equity in the
earnings of York Hannover Partnership. Net revenues for the
three months ended June 30, 1997, were $316,000 a
decrease of 13.2% or $48,000 from net revenues of
$364,000 for the three months ended June 30, 1996. This
decrease in net revenues for the three months ended June 30,
1997 was associated with the decrease in advertising, news
provider and system sales revenues partially offset by an
increase in earnings from York Hannover Partnership.
Cost of Sales. Cost of sales consists primarily of
commissions paid to installed transit systems, the cost of
system installations, maintenance costs, and software
licensing fees. Commissions to installed transit systems are
based on a percentage of revenues. Maintenance costs are
directly related to increases in the number of installed
television monitors and computers. Cost of sales for the
three months ended June 30, 1997, were $41,000 a decrease of
66.4% or $119,000 from cost of sales of $122,000 for the
three months ended June 30, 1996. This decrease were
primarily the result of a decrease in software licensing fees
and costs associated with system sales.
Selling, General and Administrative Expenses.
Selling, general and administrative expenses for the three
months ended June 30, 1997, were $175,000, a decrease of
13.4% or $27,000 from selling, general and administrative
expenses of $202,000 for the three months ended June 30,
1996. This decreases was primarily attributable to a
decrease in salaries, wages and related employee costs
resulting from reductions in sales, marketing and operations
employees, offset by costs incurred in connection with the
Merger.
Other Expenses. Other expenses primarily include
depreciation and writedowns of the Company's operating
equipment and interest expense on a note payable to National
HealthCare L.P. Other expenses for the three months ended
June 30, 1997 were $95,000, a decrease of 44.8% or $77,000
from other expenses of $172,000 for the three months ended
June 30, 1996. This decrease is primarily the result of
significant nonrecurring writedowns of the Company's
operating equipment to net realizable value during the three
months ended June 30, 1996.
Six Months Ended June 30, 1997 Compared to Six
Months Ended June 30, 1996
The 1996 historical period includes six months of operation
of York Hannover Pharmaceuticals, Inc. and no operations of
MetroVision due to the purchase accounting treatment
effective April 1, 1997. The 1997 historical period includes
six months of operations of York Hannover Pharmaceuticals,
Inc and three months of operations of MetroVision
subsequent to the Merger. As a result, for purposes of
Management's Discussion and Analysis, the following unaudited pro
forma income statement information has been presented to reflect six
months of operation of both entities. The unaudited pro
forma information is presented for informational purposes
only and is not necessarly indicative of the operating results
that would have occured had the Merger been consummated
on January 1, 1996 nor are they necessarly indicative of
future operating results. The following summarized
unaudited pro forma income statement information for the
for the Company is presented as though the Merger had been entered into on
January 1, 996:
Pro Forma Historical
Six Months Six Months
Ended Ended
June 30, 1996 June 30, 1997
Net Revenues 781,000 686,000
Cost of sales 223,000 114,000
Selling, General and
administrative 440,000 386,000
Other Expenses 339,000 285,000
Net Income (loss) (221,000) (72,000)
Less: preferred stock dividend
requirements (92,000) (90,000)
Net Loss applicable to common stock (313,000) (162,000)
The pro forma adjustments include the elimination of the
effects of York Hannover's operations that were spun-off
prior to the merger and the effect of all necessary purchase
accounting adjustments.
Net Revenues. Net Revenues for the six months
ended June 30, 1997, were $781,000 a decrease of 12.2% or
$95,000 from net revenues of $686,000 for the six months
ended June 30, 1996. This decrease in net revenues for the
six months ended June 30, 1997 was associated with the
decrease in advertising, news provider and system sales
revenues, partially offset by an increase in earnings from York
Hannover Partnership.
Cost of Sales. Cost of sales for the six months ended
June 30, 1997, were $114,000 a decrease of 48.9% or
$109,000 from cost of sales of $223,000 for the six months
ended June 30, 1996. This decrease was primarily the
result of a decrease in software licensing fees and costs
associated with system sales.
Selling, General and Administrative Expenses.
Selling, general and administrative expenses for the six
months ended June 30, 1997, were $386,000, a decrease of
12.3% or $54,000 from selling, general and administrative
expenses of $440,000 for the six months ended June 30,
1996. This decrease was primarily attributable to a
decrease in salaries, wages and related employee cost
resulting from reductions in sales, marketing and operations
employees offset by costs incurred in connection with the
merger of the Company with York Hannover
Pharmaceuticals, Inc.
Other Expenses. Other expenses primarily include
depreciation and writedowns of the Company's operating
equipment and interest expense on a note payable to National
HealthCare L.P. Other expenses for the six months ended
June 30, 1997 were $258,000, a decrease of 23.9% or
$81,000 from other expenses of $339,000 for the six months
ended June 30, 1996. This decrease was primarily the result of
significant nonrecurring writedowns of the Company's
operating equipment to net realizable value during the six
months ended June 30, 1996.
Liquidity and Sources of Capital
The following discussion regarding liquidity and sources of
capital is derivied from the historical balance sheet of York
Hannover and does not include MetroVision's December 31, 1996 balance sheet
accounts due to the purchase accounting treatment effective April 1, 1997.
At June 30, 1997, the Company had negative
working capital of $3,015,235 and a ratio of current assets to
current liabilities of (.01) as compared to (.28) at December
31, 1996. Cash was $58,291 at December 31, 1996 and $0 at
June 30, 1997. Marketable securities decreased $446,041 to
$0 at June 30, 1997 from $446,041 at December 31, 1996. In
January and Febuary 1997 the Company received proceeds
aggregating to $399,198 from the sale of its Marketable
Securities. These funds were primarily used to repay margin
loans of $275,537, notes payable to former shareholders of
$94,199 and other operating expenses. Retained deficit
decreased $42,868 from $2,201,928 at December 31, 1996 to
$2,159,060 at June 30, 1997. This increase is the result of the
net income for the period ending June 30, 1997.
On March 10, 1997, the Company entered into an
agreement with an unaffliated third party granting it an option
to purchase the operating and fixed assets of MetroVision for an
aggregate of $400,000 in cash and debentures. The option will
automatically expire September 1, 1997. On March 11, 1997
the Company received proceeds totaling $25,000 in
consideration of the option.
On March 21, 1997, the Company borrowed $14,750 from the Company's
former President (who, is also a director of the Company). The loan was
repaid with accrued interest at 10%. In consideration of the promissory
note, the Company issued 40,710 common stock purchase warrants at
$.125 per share. The exercise price represents the fair market value of
the Company's common stock on the date of grant. The warrants expire in
March 2002.
As of June 30, 1997 the Company received loans from
affiliates totaling $79,774. These loans, including all
accrued and unpaid interest, are due no later than May 1,
1998.
The Company has entered into an agreement wherein
it has received purchase orders amounting to approximately
$1.3 million with New Jersey Transit to install and maintain
approximately 21 transit stations of which $1,028,000 has
been received to date.
As of June 30, 1997, the Company's primary asset was its ownership of a
40% interest in York Hannover Partnership. For the six months ended June 30,
1997, the Company's net income from the Partnership totaled $212,498
In as much as the Company will continue to have a high level
of operating expenses (including the salaries and benefits of
executive, marketing, and other personnel), the Company
anticipates that losses will continue until the Company
generates sufficient revenues to offset its operating costs.
The Company is not currently generating sufficient cash flow
to fund its operations and is dependent on other financing in
order to sustain its operations. Although there can be no
assurance, the Company believes that, based on currently
proposed plans and assumptions relating to its operations,
the merger with York Hannover Pharmaceuticals, Inc.,
together with projected cash flow from operations, will be
sufficient to satisfy the Company's contemplated cash
requirements for 1997. The Company believes that
generation of that level of revenues is substantially dependent
upon the success of the business opportunities of the
Company from the recently completed merger with York
Hannover. There can be no assurance, however, that the
Company will be successful in its new business endeavors or
able to generate significantly increased revenues or ever
achieve profitable operations.
In the event the Company's plans change or its
assumptions change or prove inaccurate or projected cash
flow prove to be insufficient to fund operations, the
Company would be required to seek additional financing.
The Company has no current arrangements with respect to or
sources of additional financing, and there can be no assurance
that financing will be available to the Company on
commercially reasonable terms, if at all. Any inability to
obtain additional financing could have a material adverse
effect on the Company, including possibly requiring the
Company to significantly curtail or cease its operations.
The Company had outstanding as of June 30, 1997
$2,001,371 of short-term debt that is due during 1997. This
debt includes a term loan of $1,950,371 due NHCLP in
September 1997 and $51,000 due July 1, 1997. Although the
stated maturity date of the indebtedness due NHCLP is
January 1999, York Hannover is currently not in compliance
with certain covenants under the loan agreement relating to
indebtedness, principally relating to its failure to maintain
postive working capital. As a result of such noncompliance
the $1,950,371 principal amount, together with accrued
interest thereon, is due September 1997. The Company
does not possess the financial resources necessary to meet this
payment obligation absent of obtaining external financing,
whether from an equity offering or otherwise. In the event
the Company is unable to meet this payment obligation, or if
the loan is not renegotiated, NHCLP, as a secured creditor,
has the right to take possession of or otherwise sell the 40%
partnership interest in the York Hannover Partnership in
satisfaction of the indebtedness and may seek recourse
against the Company's other assets, if necessary.
The Company does not have control over distributions made
by York Hannover Partnership. All Partnership distributions
are subject to the availability of York Hannover Partnership
cash.
PART II - OTHER INFORMATION
METROVISION OF NORTH AMERICA, INC.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. None.
(b) Reports on Form 8-K. Current Reports on Forms 8-K and 8-K/A dated
April 2, 1997 were filed with respect to the Merger with York Hannover
Pharmaceuticals, Inc. including related financial statements and pro
forma data.
METROVISION OF NORTH AMERICA, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
METROVISION OF NORTH AMERICA, INC.
(Registrant)
Date: Aug 13, 1997
/s/Thomas M. Clarke
Thomas M. Clarke, President
(Duly authorized officer)
Date: Aug 13, 1997
/s/ David M. Fancher
David M. Fancher
Chief Financial Officer
(Principal Financial & Accounting Officer)
METROVISION OF NORTH AMERICA, INC. June 30
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
METROVISION OF NORTH AMERICA, INC.
(Registrant)
Date: Aug 13, 1997
Thomas M. Clarke, President
(Duly authorized officer)
Date: Aug 13, 1997
David M. Fancher
Chief Financial Officer
(Principal Financial & Accounting Officer)
2
2
4
27
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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0
649
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