SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2 TO FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of report (Date of earliest event reported) March 3, 1997
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OrthoLogic Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-21214 86-0585310
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(Commission File Number) (I.R.S. Employer Identification No.)
2850 South 36th Street, Phoenix, Arizona 85034
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(Address of Principal Executive Offices) (Zip Code)
(602) 437-5520
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(Registrant's Telephone Number, Including Area Code)
<PAGE>
OrthoLogic Corp., a Delaware corporation ("OrthoLogic"), hereby amends
Item 7 of its Report on From 8-K dated March 3, 1997 and its Report on Form
8-K/A filed on May 19, 1997.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements.
Pursuant to a Purchase and Sale Agreement, as amended, and an
Assignment of Purchase and Sale Agreement, Toronto Medical Orthopaedics Ltd., a
corporation organized and existing under the laws of Canada and a wholly owned
subsidiary of OrthoLogic, acquired substantially all of the assets and
liabilities of Toronto Medical Corp., an Ontario corporation ("TMC"), and
certain of the assets and liabilities of the United States subsidiaries of TMC
on March 3, 1997. The Form 8-K/A, Amendment No. 1, filed on May 16, 1997
included two years audited financial statements for TMC for the years ended May
31, 1996 and 1995 and a report thereon from Ernst & Young LLP. An audit of TMC
was conducted for the year ended May 31, 1994 by another independent auditor,
and this Item 7 requires the filing of three years audited financial statements
of TMC. The independent auditor of TMC for the year ended May 31, 1994 informed
OrthoLogic that it would not reissue its opinion on the 1994 financial
statements. OrthoLogic, therefore, filed the two years financial statements and
engaged Deloitte & Touche LLP to audit the financial statements of TMC for the
period from June 1, 1996 through February 28, 1997. Such 1997 financial
statements are filed in this Report on Form 8- K/A, Amendment No. 2.
(c) Exhibits.
See Exhibit Index.
2
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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 hereunto duly authorized.
ORTHOLOGIC CORP.
August 13, 1997 By /s/ Allen R. Dunaway
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Allen R. Dunaway
Chief Financial Officer
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TORONTO MEDICAL CORP
AND SUBSIDIARIES
Financial Statements
Period from June 1, 1996 to February 28, 1997, and
Independent Auditors' Report
<PAGE>
INDEPENDENT AUDITORS' REPORT
Shareholders
Toronto Medical Corp.
Toronto, Ontario CANADA
We have audited the accompanying consolidated balance sheet of Toronto Medical
Corp. and its subsidiaries as of February 28, 1997 and the related consolidated
statements of income, shareholders' equity, and cash flows for the period from
June 1, 1996 to February 28, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of Toronto Medical Corp.
and its subsidiaries as of February 28, 1997 and the results of their operations
and their cash flows for the period from June 1, 1996 to February 28, 1997 in
accordance with accounting principles generally accepted in the United States of
America.
As discussed in Note 1, certain subsidiaries of the Company have filed for
reorganization under Chapter 11 of the Federal Bankruptcy Code. The accompanying
financial statements do not purport to reflect or provide for the consequences
of the bankruptcy proceedings. In particular, such financial statements do not
purport to show (a) as to assets, their realizable value on a liquidation basis
or their availability to satisfy liabilities; (b) as to prepetition liabilities,
the amounts that may be allowed for claims or contingencies, or the status and
priority thereof; (c) as to stockholder accounts, the effect of any changes that
may be made in the capitalization of the Company; or (d) as to operations, the
effect of any changes that may be made in its business.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
June 10, 1997
<PAGE>
TORONTO MEDICAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
FEBRUARY 28, 1997
(Amounts in Thousands of Canadian Dollars)
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ASSETS (Note 5)
CURRENT ASSETS:
Cash $ 562
Accounts receivable 2,335
Income taxes recoverable 541
Inventories (Note 3) 1,386
Prepaid expenses 205
Deferred taxes (Note 7) 1,408
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Total current assets 6,437
CAPITAL AND RENTAL ASSETS (Note 4) 2,111
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TOTAL $ 8,548
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Credit line and mortgage payable (Note 5) $ 2,225
Accounts payable and accrued liabilities (Notes 1 and 8) 3,845
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Total current liabilities 6,070
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COMMITMENTS AND CONTINGENCIES (Notes 6 and 8)
SHAREHOLDERS' EQUITY:
Capital stock (Note 6) 4,460
Deficit (1,982)
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Total shareholders' equity 2,478
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TOTAL $ 8,548
=======
See notes to consolidated financial statements.
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TORONTO MEDICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
PERIOD FROM JUNE 1, 1996 TO FEBRUARY 28, 1997
(Amounts in Thousands of Canadian Dollars)
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REVENUE:
Rental $ 4,052
Sales 2,211
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Total revenue 6,263
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EXPENSES:
Cost of revenue 1,960
General and administrative 2,541
Selling 2,494
Research and development - net 150
Interest 97
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Total expenses 7,242
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LOSS FROM OPERATIONS (979)
ADJUSTMENT TO ESTIMATED COSTS ASSOCIATED
WITH LAWSUIT (Note 1) 150
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LOSS BEFORE INCOME TAXES (829)
INCOME TAX BENEFIT (Note 7) 1,408
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NET INCOME $ 579
=======
See notes to consolidated financial statements.
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TORONTO MEDICAL CORP. AND
SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
PERIOD FROM JUNE 1, 1996 TO FEBRUARY 28, 1997
(Amounts in Thousands of Canadian Dollars, Except Share Amounts)
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Capital Stock Total
----------------------- Shareholders'
Shares Amount Deficit Equity
BALANCE, JUNE 1, 1996 3,560,016 $ 4,461 $ (2,561) $ 1,900
Exercise of put/call
option agreement
(Note 6) (400) (1) (1)
Net income 579 579
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BALANCE, FEBRUARY 28, 1997 3,559,616 $ 4,460 $ (1,982) $ 2,478
========== ========== ========== ==========
See notes to consolidated financial statements.
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TORONTO MEDICAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
PERIOD FROM JUNE 1, 1996 TO FEBRUARY 28,
1997 (Amounts in Thousands of Canadian Dollars)
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CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 579
Adjustments to reconcile net income to net cash used in
operating activities - depreciation 549
Changes in operating assets and liabilities:
Accounts receivable 417
Income taxes recoverable (32)
Inventories 314
Prepaid expenses (143)
Deferred income taxes (1,408)
Accounts payable and accrued liabilities (390)
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Net cash used in operating activities (114)
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CASH FLOWS FROM INVESTING ACTIVITIES - Additions to
capital and rental assets (101)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in credit line and bank overdrafts 822
Repayments on debt (115)
Redemption of common shares (1)
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Net cash provided by financing activities 706
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NET INCREASE IN CASH DURING THE PERIOD 491
CASH, BEGINNING OF PERIOD 71
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CASH, END OF PERIOD $ 562
=======
See notes to consolidated financial statements.
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<PAGE>
TORONTO MEDICAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
PERIOD FROM JUNE 1, 1996 TO FEBRUARY 28, 1997
(Amounts in Thousands of Canadian Dollars)
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1. BANKRUPTCY PROCEEDINGS
On June 6, 1996, the Company's U.S. subsidiary, Toronto Medical, Inc.
("TMI") and its wholly-owned subsidiary, United States Orthopaedic
Corporation ("US Ortho"), filed a voluntary petition in the United States
Bankruptcy Court in the District of Colorado for reorganization under
Chapter 11 of the Federal Bankruptcy Code. The petition was made in part
as a result of a litigation award of U.S. $2,000,000 plus costs against
the Company and its subsidiaries by a competitor. The remaining balance
payable and accrued at February 28, 1997 is approximately $1,255,000.
During the period ended February 28, 1997, the total estimated costs
related to this settlement were reduced by $150,000. On February 18, 1997,
in connection with the Purchase and Sale Agreement described in Note 11,
TMI and US Ortho filed an order authorizing the sale of assets to
OrthoLogic outside the ordinary course of business free and clear of
liens, claims and other interests. As a result, on March 20, 1997, US
Ortho filed an amended plan of reorganization with the Court. The plan, if
approved, provides for the orderly liquidation of US Ortho. There are no
assurances that the Court will approve the plan.
The accompanying financial statements do not purport to reflect or provide
for the consequences of the bankruptcy proceedings. In particular, such
financial statements do not purport to show (a) as to assets, their
realizable value on a liquidation basis or their availability to satisfy
liabilities; (b) as to prepetition liabilities, the amounts that may be
allowed for claims or contingencies, or the status and priority thereof;
(c) as to stockholder accounts, the effect of any changes that may be made
in the capitalization of the Company; or (d) as to operations, the effect
of any changes that may be made in its business.
2. SIGNIFICANT ACCOUNTING POLICIES AND DESCRIPTION OF OPERATIONS
Toronto Medical Corp develops and manufactures a line of Continuous
Passive Motion ("CPM") devices. It owns its own manufacturing facility in
Pickering, Ontario, Canada. It also sells the devices and provides
technical service to more than 50 distributors around the world. In
addition to sales, TMC leases the devices to authorized dealers in
Michigan, Indiana and California in the United States and to its
wholly-owned subsidiary, US Ortho. It operates a facility in leased
premises in Aurora, Colorado, USA, for technical service and repairs,
third party billing and collections and administration.
The consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America. The Company's financial statements in the prior year were
prepared using accounting principles generally accepted in Canada. The
change had no effect on beginning of period shareholders' equity.
a. Basis of Consolidation - These consolidated financial statements
include the accounts of Toronto Medical Corp. (the "Company") and
its wholly-owned subsidiaries, TMI, US Ortho and Tor Med U.S.A.
Corporation. All intercompany accounts and transactions have been
eliminated.
b. Revenue Recognition - Revenue from product sales is recognized upon
shipment. Rental revenue from operating leases and direct to patient
rentals is recognized as earned.
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c. Accounts Receivable and Provision for Contractual Adjustments - The
Company derives a significant amount of its revenues in the United
States from third-party health insurance plans, including Medicare.
Amounts paid under these plans are generally based on fixed or
allowable reimbursement rates. Revenues are recorded at the expected
or preauthorized reimbursement rates when billed. Some billings are
subject to review by such third party payors and may be subject to
adjustments. In the opinion of management, adequate allowances have
been provided for doubtful accounts and contractual adjustments. Any
differences between estimated reimbursement and final determinations
are reflected in the year finalized.
d. Inventories are valued at the lower of cost, determined on the
first-in, first-out basis, or market value.
e. Capital assets are recorded and depreciated primarily on the
straight-line basis over their estimated useful lives as follows:
Building 20 years
Machinery and equipment 4-5 years
Office equipment and computers 3 years
Patents 5 years
f. Rental assets, including those under capital leases, are recorded at
cost and amortized on a straight-line basis over a period of 48
months.
g. Foreign Currency Translation - The Company's subsidiaries are all
considered to be integrated operations. Monetary assets and
liabilities are translated into Canadian dollars (the reporting
currency) at the year-end exchange rate and nonmonetary assets are
translated at their historical exchange rates. The resulting
unrealized translation gain/loss is accumulated as a separate
component of shareholders' equity. Revenue and expenses are
translated at weighted average exchange rates except amortization
which is translated at the historical exchange rate applicable to
the related assets. Other foreign exchange gains and losses are
included in income as they arise.
h. Research and Development - All research and development costs,
except for acquisition of capital assets, are expensed in the year
in which they are incurred unless a development project meets
generally accepted accounting criteria for deferral and
amortization. No development costs have been deferred for the period
ended February 28, 1997.
i. Income taxes are provided based upon the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 109, Accounting for
Income Taxes, which among other things, requires that recognition of
deferred income taxes be measured by the provisions of enacted tax
laws in effect at the date of the financial statements.
j. Stock Based Compensation - The Company accounts for its stock based
compensation plan based on Accounting Principles Board ("APB")
Opinion No. 25. In October 1995, the Financial Accounting Standards
Board issued SFAS No. 123, Accounting for Stock Based Compensation.
The Company has determined that it will not change to the fair value
method and will continue to use APB No. 25 for measurement and
recognition of employee stock based transactions (Note 6). For the
period ended February 28, 1997, compensation cost calculated on the
fair value method is not significantly different than under APB No.
25 (primarily as a result of there being minimal activity since
December 15, 1994) and therefore, no pro forma disclosures have been
made.
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k. Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles necessarily
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 these
estimates.
3. INVENTORIES
Inventories are comprised of the following at February 28, 1997:
Raw materials $ 696
Work-in-process 295
Finished goods 395
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Total $ 1,386
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4. CAPITAL AND RENTAL ASSETS
Capital assets are comprised of the following at February 28, 1997:
Land $ 369
Building 1,703
Machinery and equipment 760
Office equipment and computers 802
Patents 115
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Total 3,749
Less accumulated depreciation (2,052)
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Total capital assets $ 1,697
=======
Rental assets are comprised of the following at February 28, 1997:
Rental equipment $ 4,257
Less accumulated depreciation (3,843)
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Total rental assets $ 414
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5. CREDIT LINE AND MORTGAGE PAYABLE
Credit line and mortgage payable consist of the following at February 28,
1997:
Mortgage loan, interest at 7.75%, monthly payments of U.S.
$8,095 principal and interest, balance due June 30, 2010 $ 1,103
Credit line 1,079
Other 43
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Total $ 2,225
=======
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Future contractual principal repayments on debt at February 28, 1997 are
estimated to be as follows:
1997 $ 1,171
1998 53
1999 57
2000 62
2001 67
Thereafter 815
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Total $ 2,225
=======
At February 28, 1997, the Company was not in compliance with certain
covenants related to its mortgage payable and credit line. Although the
lender has not surrendered any of its rights, the lender continues to make
its credit facilities available to the Company. As the lender has not
given up its rights to call the loans affected by noncompliance, these
loans have been classified as current obligations in these consolidated
financial statements.
At February 28, 1997, the Company's credit line totaled $1,350, with
interest at a Canadian chartered bank's prime rate (4.75% at February 28,
1997) plus .25%. The unused amount available at February 28, 1997 was
$271.
Substantially all of the Company's assets, including an assignment of
insurance proceeds, have been pledged as collateral for the Company's
credit line and long-term debt.
6. CAPITAL STOCK
The Company's authorized, issued and outstanding capital stock at February
28, 1997 is as follows:
Authorized Unlimited common shares
Issued and outstanding 3,559,616 common shares
At February 28, 1997, 9,400 common shares were subject to the Company's
employee put/call option agreement. Under this agreement, shares owned by
the employees are redeemable at $2.50 per share upon termination of the
employee.
At February 28, 1997, under the Company's stock option plan there were
167,500 options outstanding and exercisable to acquire common shares at an
exercise price of $2.50 per share. Options granted pursuant to the plan
are exercisable to the extent they have vested and have a contractual life
for a period of ten years from the date of granting such options. At
February 28, 1997, the remaining weighted-average contractual life of
options outstanding and exercisable is 4.15 years. There was no stock
option activity during the period ended February 28, 1997.
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7. INCOME TAXES
The Company's income tax benefit for the period ended February 28, 1997 is
comprised of the following:
Deferred $ 1,408
Current
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Total $ 1,408
=======
The deferred income tax asset at February 28, 1997 is comprised of:
United States loss carryforwards $ 720
Allowance for doubtful accounts 307
Difference in basis of fixed assets 333
Lawsuit settlement costs 301
Intercompany profits (between the U.S. and Canada) (443)
Other 190
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Total $ 1,408
=======
The following schedule reconciles the income tax benefit, as reported, to
the income tax benefit based on United States statutory income tax rates:
Income tax benefit at statutory rate (34%) $ 281
Change in valuation allowance 1,400
Other (273)
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Income tax benefit $ 1,408
=======
At February 28, 1997, the Company has operating loss carryforwards
available to its subsidiaries in the United States of America of
approximately $1,800, expiring from 2010 to 2012.
8. CONTINGENCIES
During 1995, the Company commenced a special review of the operations of
its United States subsidiary, US Ortho, in light of significant changes in
its senior management. Particular emphasis was placed on its billing
practices with respect to third-party reimbursement. The review identified
that certain reimbursement claims submitted to the Medicare program used
incorrect billing codes or otherwise incomplete information. If US Ortho
had submitted such claims in a complete and proper fashion, US Ortho may
not have been entitled to these reimbursements. US Ortho has ceased
billing under these incorrect codes and has ceased submitting claims with
incomplete information. The amounts relating to these incorrect billing
practices have been identified and can reasonably be estimated to be
$337,000, all of which have been accrued.
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US Ortho began the process of reporting these findings to the United
States Government (the "Government") and negotiating the terms for
repayment of the amounts which were accrued in the accounts for fiscal
1995. The Government has statutory authority to seek penalties of up to
U.S. $10,000 per claim together with payment of up to three times the
amount incorrectly reimbursed. The amount which the Government could seek
to impose, for which no accruals have been made, could have a material
effect on the Company's financial position. However, under the provisions
of US Ortho's plan of reorganization as filed with the bankruptcy court,
this contingent liability is a general unsecured claim. On January 31,
1997, US Ortho entered into a Criminal Immunity Agreement with the
Government in connection with Medicare billing irregularities. The
agreement was approved by the Bankruptcy Court on April 11, 1997 and
provides that, subject to certain conditions, the Government will not
pursue US Ortho for any criminal wrongdoing in connection with medical
billing practices.
9. SEGMENT INFORMATION
The Company conducts substantially all of its business in the manufacture,
sale, lease and rental of medical devices
Revenues:
Canada $ 2,177
United States 5,669
Less intercompany (1,583)
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Total revenues $ 6,263
=======
Income (loss) before income taxes:
Canada $ (36)
United States (1,165)
Add intercompany 372
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Total loss before income taxes $ (829)
=======
Identifiable assets:
Canada $ 4,107
United States 3,248
Less intercompany (777)
Corporate assets 1,970
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Total identifiable assets $ 8,548
=======
Included in Canadian revenues are the following sales to non-Canadian
based companies:
Japan $ 837
Others 921
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Total $ 1,758
=======
Transfer between geographic segments are accounted for at prices
comparable to open market prices for similar products and services.
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10. RELATED PARTY TRANSACTIONS
During the period ended February 28, 1997, the Company paid a company
which is owned by a significant shareholder of the Company approximately
$86,000 for research and development related services. Additionally, there
is a receivable from the same company at February 28, 1997 of
approximately $120,000.
11. SUBSEQUENT EVENTS
On March 3, 1997, OrthoLogic Corp., a Delaware corporation, ("OrthoLogic")
consummated its acquisition of substantially all of the assets and
business and assumed substantially all of the liabilities of the Company
pursuant to a Purchase and Sale Agreement dated as of December 30, 1996,
as amended. OrthoLogic paid an aggregate purchase price of U.S. $4,000,000
in cash. Under the agreement, taxes payable or recoverable and land and
building were retained by the Company.
On March 3, 1997, the Company entered into a two-year lease agreement with
Toronto Medical Orthopaedics Ltd. ("TMOL") (a wholly-owned subsidiary of
OrthoLogic) for its land and building located at 901 Dillingham Rd.,
Pickering, Ontario. Under the provisions of the lease, TMOL is required to
pay approximately $11,857 per month, plus all costs and charges arising
from or relating to the premises. The lease also provides for two renewal
terms for a period of five years each at the same terms and conditions,
except for the rental rate which will be set at the then current market
rate.
As security for representations and warranties made by the Company as part
of the Purchase and Sales Agreement, TMOL has in place a collateral charge
for $475,000 against the land and building located at 901 Dillingham Rd.
The mortgage is non-interest bearing with no fixed repayment terms and
will expire without payment after two years provided that the Company does
not materially breach representations and warranties made in the Purchase
and Sale Agreement.
* * * * * *
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statements No.
33-79010, No. 333-1268 and No. 333-09785 of OrthoLogic Corp. on Form S-8 and
Registration Statements No. 33-82050 and No. 333-1558 of OrthoLogic Corp. on
Form S-3 of our report dated June 10, 1997 (relating to the consolidated
financial statements as of February 28, 1997 and for the period from June 1,
1996 to February 28, 1997) of Toronto Medical Corp. and its subsidiaries
appearing in this Form 8-K/A Amendment No. 2 of OrthoLogic Corp.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
August 8, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description of Exhibit Paginated No.
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<S> <C>
* 2.1 Purchase and Sale Agreement dated as of December 30, 1996
by and between OrthoLogic Corp., a Delaware corporation,
and Toronto Medical Corp., an Ontario corporation .....................
* 2.2 Amendment to Purchase and Sale Agreement dated as of
January 13, 1997 by and between OrthoLogic Corp., a
Delaware corporation, and Toronto Medical Corp., an
Ontario corporation ...................................................
* 2.3 Second Amendment to Purchase and Sale Agreement dated as
of March 1, 1997 by and between OrthoLogic Corp., a
Delaware corporation, and Toronto Medical Corp., an
Ontario corporation ...................................................
* 2.4 Assignment of Purchase and Sale Agreement dated as of
March 1, 1997 by and among OrthoLogic Corp., a Delaware
corporation, Toronto Medical Orthopaedics Ltd., a Canada
corporation, and Toronto Medical Corp., an Ontario
corporation ...........................................................
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</TABLE>
* Previously filed.
E-1
