<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
-------------
Commission File No. 0-20702
-------
SUNPORT MEDICAL CORPORATION.
(Exact name of registrant as specified in its charter)
British Columbia None
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
716-850 W. Hastings Street
Vancouver, British Columbia, Canada V6C 1E1
(Address of principal executive offices)
(664) 682-4488
(Issuer's telephone number)
Check 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 at least
the past 90 days. Yes X No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Class Outstanding at June 30, 1997
----- -----------------------------
Common Stock, no par value 25,963,311
<PAGE> 2
SUNPORT MEDICAL CORPORATION
Consolidated Statement of Cash Flows
Stated in U.S. Dollars
<TABLE>
<CAPTION>
Nine month period ended June 30
1997 1996
----------- ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 183,508 $ (215,606)
Adjustments to reconcile net income (loss) to net
cash provided by (used by) operating activities:
Depreciation and amortization 27,952 268,264
Provision for bad debts 161,181 214,517
Unrealized loss on investments -- 93,535
Gain from clinic sale (2,418,376) (506,158)
Loss on sale of A/R 951,289 --
Effect of changes in working capital (526,415) (548,909)
----------- -----------
Net cash used by operating activities (1,620,861) (694,357)
----------- -----------
INVESTING ACTIVITIES
Purchase of property and equipment (54,882) (144,785)
Disposal of assets 1,645,466 --
Proceeds from disposal of property, equipment and
accounts receivable 2,700,000 701,000
Collection of loans receivable 350,301 8,653
Loan receivable (1,284,672) --
----------- -----------
Net cash provided by investing activities 3,356,213 564,868
----------- -----------
FINANCING ACTIVITIES
Issuance of Common Stock 1,697 10,813
Proceeds from long-term debt -- 1,043,239
Payments on long-term Debt & Capital leases (1,167,584) (592,992)
----------- -----------
Net cash (used by) provided by financing activities (1,165,887) 461,060
----------- -----------
Net increase in cash 596,465 331,571
Cash at beginning of period 179,708 137,570
----------- -----------
Cash and cash equivalents at end of period $ 749,173 $ 469,141
=========== ===========
</TABLE>
<PAGE> 3
SUNPORT MEDICAL CORPORATION
Consolidated Balance Sheets
Stated in U.S. Dollars
<TABLE>
<CAPTION>
June 30 September 30
1997 1996
---------- ------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 749,173 $ 179,708
Accounts receivable- net of allowance
for doubtful accounts -- 2,874,004
Accounts receivable- other 842,036 94,401
Current notes receivable 963,430 --
Prepaid expenses -- 50,510
---------- ----------
Total Current Assets 2,554,639 3,198,623
Long-term accounts receivable- net of allowance
for doubtful accounts -- 570,444
Long-term notes receivable 6,118 9,947
Property and Equipment:
Equipment under capital leases -- 772,392
Furniture, Fixtures and equipment 62,280 1,928,940
Leasehold improvements 99,760 462,916
---------- ----------
162,040 3,164,248
Less accumulated depreciation 66,494 541,265
---------- ----------
Total property and equipment- net 95,546 2,622,983
Organization and acquisition costs, net of
accumulated amortization -- 3,173
Other assets 61,678 141,616
---------- ----------
Total Assets $2,717,981 $6,546,786
========== ==========
</TABLE>
See notes to unaudited interim consolidated financial statements.
<PAGE> 4
SUNPORT MEDICAL CORPORATION
Consolidated Balance Sheets
Stated in U.S. Dollars
<TABLE>
<CAPTION>
June 30 September 30
1997 1996
----------- ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 19,021 $ 446,691
Accrued operating expenses 11,067 126,902
Long-term debt due within 1 year -- 2,169,880
Current capital lease obligations -- 216,508
Taxes payable 50,308 102,565
----------- -----------
Total Current Liabilities 80,396 3,062,546
Capital lease obligations, less current portion -- 220,140
Long-term debt, less current portion -- 739,399
Deferred credit 20,536 92,857
----------- -----------
Total Liabilities 100,932 4,114,942
SHAREHOLDERS' EQUITY
Common stock, no par value 6,407,777 6,406,080
Retained deficit (3,790,728) (3,974,236)
Treasury stock, 7,500,000 shares (1,172,969) (1,171,875)
Contributed capital 1,172,969 1,171,875
----------- -----------
Total Shareholders' Equity 2,617,049 2,431,844
----------- -----------
Total Liabilities and Shareholders' Equity $ 2,717,981 $ 6,546,786
=========== ===========
</TABLE>
See notes to unaudited interim consolidated financial statements.
<PAGE> 5
SUNPORT MEDICAL CORPORATION
Consolidated Statements of Operations
Stated in U.S. Dollars
<TABLE>
<CAPTION>
Nine month period ended June 30
1997 1996
------------ ------------
<S> <C> <C>
Net Revenues $ 860,413 $ 6,361,570
Expenses:
Operating costs and expenses 1,916,038 6,752,693
Provision for bad debts 161,181 214,517
Interest 33,010 113,703
Loss on foreign currency 2,128 2,421
------------ ------------
Total expense 2,112,357 7,083,334
------------ ------------
Operating loss (1,251,944) (721,764)
Non-operating income:
Gain on sale of clinics 2,418,376 506,158
Loss on sale/disposal of assets (982,924) --
------------ ------------
Income (loss) before income tax 183,508 (215,606)
Income tax expense -- --
------------ ------------
Net income (loss) $ 183,508 $ (215,606)
Retained deficit - beginning of period (3,974,236) (1,696,902)
------------ ------------
Retained deficit - end of period (3,790,728) (1,912,508)
============ ============
Earning (loss) per share $ 0.01 $ (0.01)
============ ============
Weighted average shares outstanding 25,965,747 25,958,128
============ ============
</TABLE>
See notes to unaudited interim consolidated financial statements.
<PAGE> 6
SUNPORT MEDICAL CORPORATION
Consolidated Statements of Operations
Stated in U.S. Dollars
<TABLE>
<CAPTION>
Three month period ended June 30
1997 1996
------------ ------------
<S> <C> <C>
Net Revenues $ 65,002 $ 1,874,144
Expenses:
Operating costs and expenses 333,853 2,054,521
Provision for bad debts 131,500 15,488
Interest -- 30,902
Loss on foreign currency (413) 1,181
------------ ------------
Total expense 464,940 2,102,092
------------ ------------
Operating loss (399,938) (227,948)
Non-operating income- loss on sale/disposal of assets (967,055) --
------------ ------------
Income (loss) before income tax (1,366,993) (227,948)
Income tax expense -- --
------------ ------------
Net income (loss) $ (1,366,993) $ (227,948)
============ ============
Earning (loss) per share $ (0.05) $ (0.01)
============ ============
Weighted average shares outstanding 25,967,652 25,958,311
============ ============
</TABLE>
See notes to unaudited interim consolidated financial statements.
<PAGE> 7
SUNPORT MEDICAL CORPORATION
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements include the
accounts of Sunport Medical Corporation, a corporation organized under the laws
of British Columbia, Canada, and its majority-owned subsidiaries, collectively
the Company. The subsidiaries include Sunport Medical Corporation (USA),
formerly Medinvest Holdings Inc., The Avinco Group, Inc., The Imaging One Group,
Inc., Professional Imaging Services, Inc., U.S. Rehab Centers, Inc., and Central
Imaging Center, Inc. The financial statements are presented in U.S. dollars and
in accordance with U.S. generally accepted accounting principles for interim
financial information and in accordance with the instructions to Form 10-QSB and
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the nine months ending June 30, 1997 are
not indicative of the results that may be expected for the year ending September
30, 1997. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Form 10-K for the
year ended September 30, 1996.
USE OF ESTIMATES
The Company prepares financial statements in conformity with generally accepted
accounting principles that require 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.
STOCK-BASED COMPENSATION
In fiscal year 1997, the Company adopted Statement of Financial Accounting
Standards No. 123 (SFAS 123), "Accounting for Stock-Based Compensation." SFAS
123 requires expanded disclosures of stock-based compensation arrangements with
employees and nonemployees and encourages a new method of accounting for
employee stock compensation awards based on their estimated fair value at the
date of grant and recognition of associated compensation expense over the
service period in the income statement. The Company did not issue any stock
options during the third quarter of 1997. The Company has elected to follow the
guidance in APB 25 for measurement and recognition of stock-based compensation.
SFAS 123 disclosures are not required on an interim basis unless complete
financial statements are issued.
<PAGE> 8
RECENTLY ISSUED ACCOUNTING STANDARD
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 128, "Earnings Per Share", which will be
effective in fiscal 1998. The Company does not expect the impact of the new
standard to have a material effect on the financial statements.
NOTE 2 - COMMON STOCK
The Company has issued stock options to certain directors and employees, which
vest upon issuance and expire five years from issuance. The transactions for the
period ended June 30, 1997 are summarized as follows:
<TABLE>
<CAPTION>
Option Shares Option Price
------------- ------------
<S> <C> <C>
Outstanding at 03/31/97 1,703,000 .15 and .16
Cancelled 2,000 .15
--------- -----------
Outstanding at 06/30/97 1,701,000 .15 and .16
=========
</TABLE>
At June 30, 1997 options were exercisable at various dates through June 2001.
NOTE 3 - EARNINGS PER SHARE
Earnings per share is based on the weighted average number of common shares and
common share equivalents outstanding after considering the effect of stock
options and warrants using the treasury stock method. For the period ending June
30, 1997 the effect of stock equivalents was anti-dilutive.
As of June 30, 1997 the outstanding common stock of the Company was 25,963,311
shares. Pursuant to the Settlement Agreement effective September 30, 1996, the
Company holds 7,500,000 shares in treasury.
NOTE 4 - INCOME TAX
Deferred tax assets and liabilities are determined based on the difference
between financial and tax reporting bases of assets and liabilities, which
result in taxable or deductible amounts in future periods. As of June 30, 1997,
the Company has a net operating loss carryforward of $952,000. The Company has
not recognized a deferred asset for the tax benefit due to the uncertainty of
operations in future periods.
<PAGE> 9
NOTE 5 - CONTINGENCIES
A malpractice suit filed against two of the Company's subsidiaries on March 8,
1996 was mediated on July 16, 1997 with no resolution of the claim. A court date
has not yet been set for this lawsuit. This lawsuit claims damages in excess of
the minimum jurisdictional limits and is being handled by the Company's
malpractice carrier.
On August 21, 1996, the Company and various principals of the Company were
served with a lawsuit filed by Infusion Centers of America, et al. (ICA). The
Company has filed with the court a general denial to all claims of ICA.
Management of the Company continues to attempt to resolve the claims of ICA
through settlement negotiations.
On February 24, 1997, the Company and the lessor of the MRI unit in Laredo were
served with an Application for Temporary Restraining Order by the landlord of
the Laredo MRI facility. This order prevented the Company and the lessor from
removing the MRI unit until approximately April 1997. On March 12, 1997, the
Company filed a counterclaim against the landlord alleging fraud and
misrepresentation, breach of contract and breach of warranty. On March 14, 1997,
the lessor of the MRI unit filed a cross action against the Company for breach
of the lease agreement. Management of the Company is attempting to resolve the
claims of all parties as expeditiously as possible.
The likelihood of an unfavorable outcome for the above is not readily
determinable. As a result, no provision for losses related to these claims has
been made in the accompanying financial statements. Management believes that the
outcome of these matters will not have a material adverse effect on the
financial position, results of operations or the liquidity of the Company.
NOTE 6 - POTENTIAL ACQUISITIONS
On March 12, 1997, the Company's Board of Directors announced the execution of a
Letter of Intent to acquire a privately-held long-term health care corporation
that operates and manages nursing homes. In July 1997, the Company received the
required financial statements from the target corporation pursuant to the
requirements of the Letter of Intent. On July 31, 1997, the Company terminated
the Letter of Intent with the long-term health care corporation.
As of June 30, 1997, the Company has notes receivables of approximately $935,000
outstanding from the long-term health care corporation, related principals and
other third parties. These loans are due on various dates beginning November
1997 through December 1997 and require interest to be paid quarterly at prime
plus 2%. These loans are secured by notes receivable and a security interest in
the ownership of three privately held long-term health care facilities.
<PAGE> 10
NOTE 7 - SUBSEQUENT EVENTS
On July 25, 1997, the Company executed an Accounts Receivable Purchase Agreement
with Natco Industries, Inc. ("Natco"), pursuant to which the Company sold all of
its accounts receivable effective June 30, 1997 for $750,000 cash. The Company's
estimated net value of the accounts receivable was approximately $1,701,000
immediately prior to the sale. In addition, Natco assumed all of the personnel
and liabilities associated with the Company's billing and collection operation.
The proceeds from the sale were received by the Company on July 29, 1997.
On August 8, 1997, the Company executed a Letter of Intent to acquire all of the
outstanding common shares of Clearview Capital Corporation ("CCC"). CCC is a
California company engaged in the business of purchasing and marketing home
improvement loans partially insured by the Federal Housing Administration
pursuant to Title I, Section 2 of the National Housing Act and loans for debt
consolidation and home improvements. Subject to certain conditions, the Company
expects to execute a definitive agreement and submit the proposal to the
Company's shareholders for approval soon thereafter.
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES
During the nine month period ending June 30, 1997, the Company experienced a
$569,465 increase in its cash position resulting from cash used by operating
activities of $1,620,861, cash provided by investing activities of $3,356,213
and cash used by financing activities of $1,165,887.
On October 31, 1996, the Company sold substantially all of its assets, excluding
accounts receivable, to US Diagnostic, Inc. (USDI) for $2,700,000 cash. In
addition, USDI assumed all of the liabilities associated with these assets.
On July 25, 1997, the Company executed an Accounts Receivable Purchase Agreement
with Natco Industries, Inc. ("Natco"), pursuant to which the company sold all of
its accounts receivable effective June 30, 1997, for $750,000 cash. The
Company's estimated net value of the accounts receivable was approximately
$1,701,000 immediately prior to the sale. In addition, Natco assumed all of the
personnel and liabilities associated with the Company's billing and collection
operation. The proceeds from the sale were received by the Company on July 29,
1997.
On March 12, 1997, the Company's Board of Directors announced the execution of a
Letter of Intent to acquire a privately held long-term health care corporation
that operates and manages nursing homes. In July 1997, the Company received the
required financial statements from the target corporation pursuant to the
requirements of the Letter of Intent. On July 31, 1997, the Company terminated
the Letter of Intent with the long-term health care corporation.
As of June 30, 1997, the Company has notes receivable of approximately $935,000
outstanding from the long-term health care corporation, related principals and
other third parties. These loans are due on various dates beginning November
1996 through December 1996 and require interest to be paid quarterly at prime
plus 2%. These loans are secured by notes receivable and a security interest in
the ownership of three privately held long-term health care facilities.
On August 8, 1997, the Company executed a Letter of Intent to acquire all of the
outstanding common shares of Clearview Capital Corporation ("CCC"). CCC is a
California company engaged in the business of purchasing and marketing home
improvement loans partially insured by the Federal Housing Administration
pursuant to Title I, Section 2 of the National Housing Act and loans for debt
consolidation and home improvements. Subject to certain conditions, the Company
expects to execute a definite agreement and submit the proposal to the company's
shareholders for approval soon thereafter.
The Company believes that the decrease in overhead, the proceeds from the sale
of the accounts receivable, and the expected cash inflow from the notes
receivable leave the Company in a position to be able to meet its present
liquidity and capital requirements for the near future.
<PAGE> 12
RESULTS OF OPERATIONS
The Company had after-tax net income of $183,508 for the nine-month period ended
June 30, 1997 compared to an after-tax net loss of $215,606 for the same period
in 1996. The Company recognized a gain on the sale of diagnostic imaging clinics
to USDI of $2,418,376 and recognized a loss on the sale of accounts receivable
to Natco of $951,289. The Company had an after tax net loss of $227,948 for the
same period in 1996. In the third quarter of 1997, the Company recognized the
loss on the sale to Natco.
The Company's net revenue for the third quarter of 1997 was $65,002 with net
revenue for the nine-month period ended June 30, 1997 of $860,413. Net revenue
for the month of October, prior to the sale to USDI totaled $575,832. The
majority of the balance of the revenue for the nine-month period is from the
operation of the Laredo MRI center, which ceased operation February 14, 1997, as
well as rental from sublessees. The net revenue for the third quarter of 1996
was $1,874,144, with net revenue for the nine month period ended June 30, 1996
of $6,361,570. This revenue in 1996 was generated from the operation of four
diagnostic imaging centers and four physical therapy centers. The physical
therapy centers were either closed or sold during the second quarter of 1996.
The Company's statement of operations reflects total expenses for the third
quarter of 1997 of $464,940 with total expenses for the nine-month period ended
June 30, 1997 of $2,112,357. This compares to total expenses for the third
quarter of 1996 of $2,102,092, with total expenses for the nine-month period
ended June 30, 1996 of $7,083,334. Obviously, the overhead and total expenses of
the Company decreased dramatically with the October 31, 1996 sale of the
majority of the operations and will decrease in the fourth quarter of 1997 with
the sale of the accounts receivable on June 30, 1997.
The Company's Board of Directors has made a commitment to endeavor to merge the
Company with a privately held corporation that has exhibited positive financial
growth. The Board is working as expeditiously as possible to formalize an
agreement in recognition that time is of the essence to maintain the Company as
a viable merger candidate.
<PAGE> 13
Item 1. Legal Proceedings
None.
Item 2. Change in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
EX-27 - Financial Data Schedule
b. Reports on Form 8-K
None.
<PAGE> 14
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.
SUNPORT MEDICAL CORPORATION
DATE: August 14, 1997 /s/ Dennis R. Gutzman, MD
------------------- --------------------------------
Dennis R. Gutzman, MD
President
DATE: August 14, 1997 /s/ Tracey Bunce
------------------- --------------------------------
Tracey Bunce
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE 9 MONTHS ENDING JUNE 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> JUN-30-1997
<CASH> 749,173
<SECURITIES> 0
<RECEIVABLES> 1,805,466
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,554,639
<PP&E> 162,040
<DEPRECIATION> 66,494
<TOTAL-ASSETS> 2,717,981
<CURRENT-LIABILITIES> 80,396
<BONDS> 0
0
0
<COMMON> 6,407,777
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 2,717,981
<SALES> 0
<TOTAL-REVENUES> 860,413
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,112,357
<LOSS-PROVISION> 1,251,944
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 183,508
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 183,508
<EPS-PRIMARY> .01
<EPS-DILUTED> 0
</TABLE>
