18
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 September 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 (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
75 South Church Street
Pittsfield, Massachusetts 01201
(Address of principal (Zip Code)
executive offices)
(413) 448-2111
(Registrant's telephone number,
including area code)
Not Applicable
(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 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 - 5,574,275 shares as of
November 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
September 30, 1997 3
Condensed consolidated statements of operations:
Three months ended September 30, 1996 and 1997
Nine months ended September 30, 1996 and 1997 5
Notes to condensed consolidated statements of cash
flows:
Nine months ended September 30, 1996 and 1997 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Part II. Other Information
Item 6. 16
Signatures 17
PART I - FINANCIAL INFORMATION
METROVISION OF NORTH AMERICA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
December September
31, 30,
1996 1997
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $58,291 $4,538
Accounts receivable, net of -- 93,088
allowances
Marketable securities 466,071 --
Prepaid expenses -- 7,468
TOTAL CURRENT ASSETS 524,362 105,094
OPERATING EQUIPMENT
Installations and equipment -- 2,532,813
Equipment and fixtures -- 195,276
-- 2,728,089
Less: accumulated depreciation --
(2,395,371)
-- 332,718
OTHER ASSETS
Investment in York Hannover 701,179 1,258,885
Partnership
Due from York Hannover --
Partnership 160,747
Due from related parties 245,267 --
Goodwill, net of amortization -- 485,833
Deposits -- 4,034
TOTAL OTHER ASSETS 1,107,193 1,748,752
TOTAL ASSETS $1,631,555 $2,186,564
(Continued)
METROVISION OF NORTH AMERICA, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(CONTINUED)
LIABILITIES and STOCKHOLDERS' DEFICIT
December September
31, 30,
1996 1997
(Unaudited)
CURRENT LIABILITIES
Accounts payable-trade $ -- $341,911
Accrued salaries and commissions -- 203,015
Due to affiliates 404,837 477,431
Accrued expenses 370,835 277,488
Current portion of long term-debt 2,070,833 1,950,371
Current portion of notes payable 275,537 --
TOTAL CURRENT LIABILITIES 3,122,042 3,250,216
Deferred income 743,381 101,107
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) (2,248,172)
TOTAL COMMON STOCKHOLDERS' DEFICIT (2,233,868) (1,165,408)
TOTAL LIABILITIES AND
STOCKHOLDERS DEFICIT $1,631,555 $2,186,564
The accompanying notes are an integral part of these
consolidated financial statements.
METROVISION OF NORTH AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months Nine months
ended ended
September 30, September 30,
1996 1997 1996 1997
NET REVENUES, including
equity in earnings of York
Hannover Partnership $135,72 $363,964 $398,52 $934,348
OPERATING COSTS AND EXPENSES
Cost of sales - - 67,687 - - 109,176
Realized loss on sale of - - -- - - 66,914
securities
Selling, general, and
administrative 19,852 278,165 251,743 528,146
Total Operating Costs 19,852 345,852 251,743 704,236
OPERATING INCOME BEFORE
DEPRECIATION AND AMORTIZATION 115,871 18,112 146,778 230,112
Depreciation and amortization - - 37,500 - - 72,457
INCOME (LOSS) FROM OPERATIONS 115,871 (19,388) 146,778 157,655
Interest income - - - - - - - -
Interest expense (74,620) (69,725)(214,442) (203,899)
NET INCOME (LOSS) 41,251 (89,113) (67,664) (46,244)
Less: Preferred stock
dividend requirements - - 45,041 -- 90,082
NET INCOME (LOSS) APPLICABLE TO
COMMON STOCK 41,251 (134,154) (67,664) (136,326)
NET INCOME (LOSS) PER COMMON
SHARE $41.25 ($0.02) ($67.66) $(0.02)
WEIGHTED AVERAGE NUMBER OF
SHARES 1,000 5,574,275 1,000 5,574,275
The accompanying notes are an integral part of these
consolidated financial statements.
METROVISION OF NORTH AMERICA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended
September 30
1996 1997
OPERATING ACTIVITIES
Net Loss $(67,664) $(46,244)
Adjustment to reconcile net loss to net cash used in
operating activities:
Provision for depreciation and amortization - - 72,457
Amortization of deferred revenue (99,858) (72,432)
Realized loss on sale of marketable securities - - 66,914
Equity in earnings of York Hannover
Partnership (232,755) (637,708)
Changes in operating assets and liabilities:
Decrease in accounts receivable (net) 108,274 132,304
Decrease in inventory and other assets 8,059 3,230
Increase (Decrease) in accounts payable
and other accrued expenses 441,929 (146,681)
NET CASH PROVIDED BY OPERATING
ACTIVITIES 157,985 (628,160)
INVESTING ACTIVITIES
Capital expenditures for operating equipment - - (22,718)
Proceeds from repayment of loans from affiliates - - 10,002
Payments received from York Hannover Partnership - - 49,221
Loans to related parties, net of payments received (894) (22,728)
Distributions received from York Hannover
Partnership - - 80,000
Proceeds from Priority Distributions 130,000 - -
Purchases of marketable securities (1,000) - -
Proceeds from sale of marketable securities - - 399,198
Loans from related parties - - 477,431
NET CASH PROVIDED BY INVESTING ACTIVITIES 128,374 970,406
FINANCING ACTIVITIES
Principal payments on Short-Term Debt
Borrowings (247,146) (120,462)
Principal payments on notes payable - - (275,537)
NET CASH USED IN FINANCING ACTIVITIES (247,146) (395,999)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 39,213 (53,753)
Cash and cash equivalents at beginning of period 15,916 58,291
CASH AND CASH EQUIVALENTS AT END OF PERIOD $55,129 $4,538
The accompanying notes are an integral part of these
consolidated financial statements.
METROVISION OF NORTH AMERICA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 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.
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.
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. The shares issued
in the Merger give effect to the reverse stock split.
The Merger has been accounted for as a reverse acquisition
of MetroVision by York Hannover in a transaction accounted
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 statements 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 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 nine months ended
September 30, 1997 are not necessarily indicative of the
results that may be expected for the year ending 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
services and products. York Hannover's 40% interest in the
Partnership is recorded using the equity method of
accounting.
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 September 30, 1997 Compared to Three
Months September 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 September 30, 1996 has been
presented along with the unaudited historical income
statement information for the three months ended September
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 necessarily
indicative of the operating results that would have occurred
had the Merger been consummated on January 1, 1996 nor are
they necessarily indicative of future operating results.
The following summarized unaudited pro forma income
statement information for the three months ended September
30, 1996 for the Company is presented as though the Merger
had been entered into on January 1, 1996:
Pro Forma Historical
Three Three Months
Months
Ended Ended
September September
30, 1996 30, 1997
Net revenues $302,000 $364,000
Cost of sales 63,000 68,000
Selling, general and administrative 188,000 278,000
Write-down of contract rights and
installation assets 608,000 - -
Other expenses 244,000 108,000
Net loss (801,000) (90,000)
Less: preferred stock dividend
requirements (45,000) (45,000)
Net loss applicable to common stock ($846,000) ($135,000)
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 September 30, 1997 were $364,000 an increase of 20.5%
or $62,000 from pro forma net revenues of $302,000 for the
three months ended September 30, 1996. This increase in
net revenues for the three months ended September 30, 1997
was primarily associated with 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 September 30, 1997 were $68,000, an
increase of 7.9% or $5,000 from pro forma cost of sales of
$63,000 for the three months ended September 30, 1996. This
increase was primarily the result of an increase in costs
associated with system sales partially offset by a decrease
in software licensing fees.
Selling, General and Administrative Expenses. Selling,
general and administrative expenses for the three months
ended September 30, 1997 were $278,000, an increase of
47.9% or $90,000 from selling, general and administrative
expenses of $188,000 for the three months ended September
30, 1996. This increase was primarily attributable to costs
incurred in connection with contemplated acquisitions by
the Company partially offset by a decrease in salaries,
wages and related employee costs resulting from reductions
in sales, marketing and operations employees.
Write-down of Contract Rights and Installation Assets. For
the three months ended September 30, 1996, MetroVision
recorded a charge of $607,761 to reduce the carrying value
of certain purchased contract rights, and installation
equipment for the New York area airports and The
Massachusetts Bay Transit Authority ("MBTA") to their net
realizable value. Pursuant to the notification by the Port
Authority of is intent to terminate the contract and
MetroVision's decision to halt construction of the MBTA
installation related to litigation and the inability to
generate significant revenues, MetroVision has recorded a
charge to recognize the impairment in the value of long
lived assets.
Other Expenses. Other expenses primarily include
depreciation and interest expense on a note payable to
National HealthCare L.P. Other expenses for the three
months ended September 30, 1997 were $108,000, a decrease of
55.7% or $136,000 from other expenses of $244,000 for the
three months ended September 30, 1996. This decrease is
primarily the result of a reduction in depreciation expense
associated with the significant nonrecurring writedowns of
the Company's operating equipment to their net realizable
value during the three months ended September 30, 1996.
Nine Months Ended September 30, 1997 Compared to Nine Months
Ended September 30, 1996
The 1996 historical period includes nine months of
operations 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 nine months of operations of York Hannover
Pharmaceuticals, Inc. and six 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 nine months of operations of
both entities. The unaudited pro forma information is
presented for informational purposes only and is not
necessarily indicative of the operating results that would
have occurred had the Merger been consummated on January 1,
1996 nor are they necessarily indicative of future operating
results. The following summarized unaudited pro forma
income statement information for the Company is presented as
though the Merger had been entered into on January 1, 1996:
Pro Forma Pro Forma
Nine Months Nine Months
Ended Ended
September 30, September 30,
1996 1997
Net Revenues $917,000 $1,050,000
Cost of sales 286,000 182,000
Selling, General and
administrative 628,000 664,000
Other Expenses 583,000 393,000
Write-down of contract rights
and installation assets 608,000 - -
Net Income (loss) (1,188,000) (189,000)
Less: preferred stock
dividend requirements 135,000) (135,000)
Net Loss applicable to common
stock ($1,323,000) ($324,000)
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 nine months ended
September 30, 1997 were $1,050,000, an increase of 14.5% or
$133,000 from net revenues of $917,000 for the nine months
ended September 30, 1996. This increase in net revenues for
the nine months ended September 30, 1997 was associated with
an increase in earnings from York Hannover Partnership,
partially offset by a decrease in advertising, news provider
and system sales revenues.
Cost of Sales. Cost of sales for the nine months ended
September 30, 1997 were $182,000, a decrease of 36.3% or
$104,000 from cost of sales of $286,000 for the nine months
ended September 30, 1996. This decrease was primarily the
result of a decrease in software licensing fees and costs
associated with system sales as the Company redirects its
focus to the business of York Hannover Pharmaceuticals, Inc.
following the Merger.
Selling, General and Administrative Expenses. Selling,
general and administrative expenses for the nine months
ended September 30, 1997 were $664,000, an increase of 5.7%
or $36,000 from selling, general and administrative
expenses of $628,000 for the nine months ended September 30,
1996. This increase was primarily attributable to costs
incurred in connection with the merger of the Company with
York Hannover Pharmaceuticals, Inc. partially offset by a
decrease in salaries, wages and related employee costs
resulting from reductions in sales, marketing and operations
employees.
Write-down of Contract Rights and Installation Assets. For
the nine months ended September 30, 1996, MetroVision
recorded a charge of $607,761 to reduce the carrying value
of certain contract rights, and installation equipment for
the New York area airports and The Massachusetts Bay Transit
Authority ("MBTA") to their net realizable value. Pursuant
to the notification by the Port Authority of is intent to
terminate the contract and MetroVision's decision to halt
construction of the MBTA installation related to litigation
and the inability to generate significant revenues,
MetroVision has recorded a charge to recognize the
impairment in the value of long lived assets.
Other Expenses. Other expenses primarily include
depreciation and interest expense on a note payable to
National HealthCare L.P. Other expenses for the nine months
ended September 30, 1997 were $393,000, a decrease 32.6% or
$190,000 from other expenses of $583,000 for the nine months
ended September 30, 1996. This decrease was primarily the
result of a decrease in depreciation expense as a result of
the significant nonrecurring writedowns of the Company's
operating equipment to their net realizable value during the
nine months ended September 30, 1996.
Liquidity and Sources of Capital
The following discussion regarding liquidity and sources of
capital is derived 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 September 30, 1997, the Company had negative working
capital of $3,145,122 and a ratio of current assets to
current liabilities of (.03) as compared to (.28) at
December 31, 1996. Cash was $58,291 at December 31, 1996
and $4,538 at September 30, 1997. Marketable securities
decreased $446,041 to $0 at September 30, 1997 from $446,041
at December 31, 1996. In January and February 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 increased $46,244 from
$2,201,928 at December 31, 1996 to $2,248,172 at September
30, 1997. This increase is the result of the net loss for
the period ending September 30, 1997.
On March 10, 1997, the Company entered into an agreement
with an unaffiliated third party pursuant to which such
party was granted an option to purchase the operating and
fixed assets of MetroVision constituting the Commuter
Channel assets for an aggregate of $400,000 in cash and
debentures. This option automatically expired September 1,
1997. The Company received $25,000 in consideration for 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 September 30, 1997, the Company has received unsecured
loans from affiliates totaling $477,431. These loans,
including all accrued and unpaid interest at a rate of 10%
per annum, are due no later than May 1, 1998. No
consideration was given for this loan.
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 September 30, 1997, the Company's primary asset was
its ownership of a 40% interest in York Hannover
Partnership. For the nine months ended September 30, 1997,
the Company's net income from the Partnership totaled
$637,708. As a result of the Partnerships obligation to
repay loans made by its majority partner pursuant to the
Partnership Agreement, the Company has received proceeds of
$80,000 in 1997. 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. To date, such financing has been received from
affiliates of the Company and the Company is dependent upon
such financing to meet its obligations. The Company
believes that the generation of revenues to meet its
obligations without external financing will be substantially
dependent upon the success of any business opportunities of
which the Company identifies following the recently completed
merger with York Hannover as well as from revenues in
distribution from York Hannover Partnership. There can be
no assurance, however, that the Company will be successful
in its new business endeavors or be 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 flows 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 except for the current working capital
affiliated financing, and there can be no assurance that
any financing will be available to the Company on
commercially reasonable terms, if at all. Any inability to
obtain additional financing will likely 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 September 30,
1997 a term loan of $1,950,371 due to NHCLP. Although the
stated maturity date of the indebtedness due NHCLP is
January 1999, the Company is currently not in compliance
with certain covenants under the loan agreement relating to
indebtedness, principally relating to its failure to
maintain positive working capital. As a result of such
noncompliance, the $1,950,371 principal amount, together
with accrued interest thereon, is due December 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.
As a minority partner, the Company does not have control
over distributions made by York Hannover Partnership. All
Partnership distributions are also 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) No Reports on Form 8-K were filed during the three
months ended September 30, 1997.
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: Nov 13, 1997 /s/Thomas M. Clarke
Thomas M. Clarke, President
(Duly authorized Officer)
Date: Nov 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: Nov 13, 1997
Thomas M. Clarke, President
(Duly Authorized Officer)
Date: Nov 13, 1997
David M. Fancher
Chief Financial Officer
(Principal Financial & Accounting
Officer)
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
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0
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