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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 Quarter Ended March 31, 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)
(604) 682-4488
(Registrant's telephone number, including area code)
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 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
Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of
the latest practicable date.
Class Outstanding at May 14, 1997
Common Stock, no par value 25,963,311
SUNPORT MEDICAL CORPORATION
Consolidated Balance Sheets
March 31 September 30
1997 1996
ASSETS
Current Assets:
Cash $ 219,987 $ 179,708
Accounts receivable - net of allowance
for doubtful accounts 2,189,695 2,874,004
Accounts receivable - other 61,199 94,401
Current notes receivable 1,309,704 --
Prepaid expenses 13,980 50,510
Total Current Assets 3,794,565 3,198,623
Long-term accounts receivable - net of
allowance for doubtful accounts 103,982 570,444
Long-term notes receivable 7,564 9,947
Property and Equipment:
Equipment under capital leases -- 772,392
Furniture, fixtures and equipment 114,054 1,928,940
Leasehold improvements 99,760 462,916
213,814 3,164,248
Less accumulated depreciation 109,733 541,265
Total property and equipment - net 104,081 2,622,983
Organization and acquisition costs, net of
accumulated amortization 78 3,173
Other assets 69,587 141,616
Total assets $ 4,079,857 $ 6,546,786
See notes to unaudited interim consolidated financial statements.
SUNPORT MEDICAL CORPORATION
Consolidated Balance Sheets
March 31 September 30
1997 1996
LIABILITIES AND
SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 11,871 $ 446,691
Accrued operating expenses 11,564 126,902
Long-term debt due within 1 year -- 2,169,880
Current capital lease obligations -- 216,508
Taxes payable 122,437 102,565
Total Current Liabilities 145,872 3,062,546
Capital lease obligations, less
current portion -- 220,140
Long-term debt, less current portion -- 739,399
Deferred credit 21,429 92,857
Total Liabilities 167,301 4,114,942
SHAREHOLDERS' EQUITY
Common stock, no par value 6,409,291 6,406,080
Retained deficit (2,496,735) (3,974,236)
Treasury stock, 7,500,000 shares (1,171,875) (1,171,875)
Contributed capital 1,171,875 1,171,875
Total Shareholders' Equity 3,912,556 2,431,844
Total Liabilities and Shareholders'
Equity $ 4,079,857 $ 6,546,786
See notes to unaudited interim consolidated financial statements.
SUNPORT MEDICAL CORPORATION
Consolidated Statements of Operations
Six month period ended March 31
1997 1996
Net Revenues $ 795,411 $ 4,487,426
Expenses:
Operating costs and expenses 1,582,185 5,008,709
Provision for bad debts 29,681 199,029
Interest 33,010 82,801
Loss on foreign currency 2,541 1,240
Total expense 1,647,417 5,291,779
Operating income (loss) (852,006) (804,353)
Non-operating income:
Gain on sale of clinics 2,402,507 506,158
Income (loss) before income tax 1,550,501 (298,195)
Income tax expense 73,000 --
Net income (loss) 1,477,501 (298,195)
Retained deficit - beginning of period (3,974,236) (1,696,902)
Retained deficit - end of period (2,496,735) (1,995,097)
Earnings (loss) per share $ 0.06 $ (0.01)
Weighted average shares outstanding 25,964,794 25,958,311
See notes to unaudited interim consolidated financial statements.
SUNPORT MEDICAL CORPORATION
Consolidated Statements of Operations
Three month period ended March 31
1997 1996
Net Revenues $ 100,652 $ 2,410,059
Expenses:
Operating costs and expenses 420,175 2,693,949
Provision for bad debts 1,301 60,502
Interest 176 39,178
Loss on foreign currency 1,541 (519)
Total expense 423,193 2,793,110
Operating income (loss) (322,541) (383,051)
Non-operating income:
Gain (Loss) on sale of clinics (15,869) 506,158
Income (loss) before income tax (338,410) 123,107
Income tax expense (benefit) -- --
Net income (loss) $ (338,410) $ 123,107
See notes to unaudited interim consolidated financial statements.
SUNPORT MEDICAL CORPORATION
Consolidated Statements of Cash Flows
Six month period ended March 31
1997 1996
OPERATING ACTIVITIES
Net income (loss) $ 1,477,501 $ (298,195)
Adjustments to reconcile net income
(loss) to net cash provided by (used by)
operating activities:
Depreciation and amortization 18,417 195,555
Provision for bad debts 29,681 199,029
Unrealized loss (gain) on investments -- 93,535
Gain from clinic sale (2,402,507) (506,158)
Effect of changes in working capital 654,124 (280,185)
Net cash used by operating activities (222,784) (596,419)
INVESTING ACTIVITIES
Purchase of property and equipment (54,882) (96,066)
Disposal of property, plant & equipment 64,409 --
Proceeds from disposal of property
and equipment 2,700,000 701,000
Collection of loans receivable 2,581 7,331
Loan receivable (1,284,672) --
Net cash provided by investing activities 1,427,436 612,265
FINANCING ACTIVITIES
Issuance of Common Stock 3,211 9,682
Proceeds from long-term debt -- 406,732
Payments on long-term debt & capital le (1,167,584) (544,620)
Net cash used by financing activities (1,164,373) (128,206)
Net increase (decrease) in cash 40,279 (112,360)
Cash at beginning of period 179,708 137,570
Cash at End of Period $ 219,987 $ 25,210
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 six months ending March
31, 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.
Accounts Receivable
The Company performs evaluations of the collectibility of its receivables and
maintains an allowance for potential
credit losses that management believes to be reasonable. Simultaneously, the
Company reviews collection patterns
to determine whether a variance in pattern requires an adjustment to the
allowance account.
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 the recognition of
associated compensation expense over the service period in the income
statement.
New Accounting Pronouncement
In February, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards
No. 128, "Earnings Per Share", which will be effective in the Company's 1998
fiscal year. 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 March 31, 1997 are
summarized as follows:
Option Shares Option Price
Outstanding at 12/31/96 1,719,000 .15 and .16
Canceled 16,000 .15
Outstanding at 03/31/97 1,703,000 .15 and .16
At March 31, 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 March 31, 1997 the effect of stock equivalents was dilutive.
As of March 31, 1997 the outstanding common stock of the company was 25,968,311
shares.
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 March 31, 1997, the
Company has a net operating loss carryforward of $1,801,500.00. The Company
has not recognized a tax benefit in
this period due to the uncertainty of operations in future periods.
NOTE 5 - CONTINGENCIES
A malpractice suit filed against two of the Company's subsidiaries on March 8,
1996 that was originally scheduled to
go to trial in December 1996, has been postponed until mid-1997. This lawsuit
claims damages in excess of the
minimum jurisdictional limits. This lawsuit 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 has prevented the Company
and lessor from removing the MRI unit. 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. Representatives of all
parties are negotiating to resolve the disputes 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.
On March 1, 1997, the Company received notification from the Office of the
Attorney General for the State of Texas
that the investigation of the Company by the Attorney General has been
terminated with no action taken.
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. Subject to certain
conditions, the execution of a definitive agreement is expected to occur July
1997 at which time the target
corporation will be comprised of seven nursing homes with projected annual
revenues of approximately
$20,000,000.
The Company is awaiting audited financial statements to finalize negotiations
for the acquisition of another privately
held long-term health care company pursuant to the Letter of Intent executed
December 1996.
The Company has loaned a total of $1,284,672 to the target corporations,
related principals and other third parties.
These loans are for a one-year term with interest paid quarterly at prime plus
2%. The loans are secured by notes
receivable in the amount of $550,000 and a security interest in three privately
held long-term health care facilities.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
Liquidity and Capital Resources
During the six month period ending March 31, 1997, the Company experienced a
$40,279 increase in its cash
position resulting from cash used by operating activities of $222,784, cash
provided by investing activities of
$1,427,436 and cash used by financing activities of $1,164,373.
On October 31, 1996 the Company sold substantially all of its assets, excluding
accounts receivable, to US
Diagnostic, Inc. (USDI) for $2,700,000. In addition, USDI assumed all of the
liabilities associated with these assets.
The Company retained its accounts receivable and maintains a staff to collect
the outstanding balances due to the
Company, which total approximately $2,300,000 net at March 31, 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. Subject to certain
conditions, the execution of a definitive agreement is expected to occur July
1997 at which time the target
corporation will be comprised of seven nursing homes with projected annual
revenues of approximately
$20,000,000.
The Company is awaiting audited financial statements to finalize negotiations
for the acquisition of another privately
held long-term health care company pursuant to a Letter of Intent executed
December 1996.
The Company has loaned a total of $1,284,672 to the target corporations,
certain related principals and other third
parties. These loans are for a one-year term with interest paid quarterly at
prime plus 2% and are secured by notes
receivable in the amount of $550,000 and a security interest in the ownership
of three privately held long-term
healthcare facilities.
The Company believes that the decrease in overhead and the expected cash inflow
from accounts receivable and
notes receivable leave the Company in a position to be able to meet its present
liquidity and capital requirements for
the near future.
Results of Operations
The Company had after tax net income of $1,477,501 for the six month period
ended March 31, 1997 compared to a
net loss of $298,195 for the same period in 1996. The Company had an after tax
net loss of $338,410 for the three
month period ended March 31, 1997 compared to net income of $123,107 for the
same period in 1996. The sale to
USDI on October 31, 1996 included the three diagnostic imaging centers located
in San Antonio, Texas. The
Company recognized a gain on the sale to USDI of $2,418,376. The Company
continued to operate one MRI
facility located in Laredo, Texas through February 14, 1997.
The Company's net revenue for the second quarter of 1997 was $100,652 with net
revenue for the six month period
ended March 31, 1997 of $795,411. Net revenue for the month of October, prior
to the sale to USDI totaled
$575,832. The balance of the revenue for the six month period is from the
operation of the Laredo MRI center as
well as rental income from sublessees. The net revenue for the second quarter
of 1996 was $2,410,059 with net
revenue for the six month period ended March 31, 1996 of $4,487,426. This
represented revenue 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 second
quarter of 1997 of $423,193 with total
expenses for the six month period ended March 31, 1997 of $1,647,417. This
compares to total expenses for the
second quarter of 1996 of $2,793,110 with total expenses for the six month
period ended March 31, 1996 of
$5,291,779. Obviously, the overhead and total expenses of the Company
decreased dramatically with the sale of the
majority of the operations October 31, 1996.
The Company ceased operations in Laredo February 14, 1997 pursuant to
continuing losses generated by that
operation. Pursuant to negotiations to terminate the Company's lease
obligation on the MRI unit, the Company was
advised of the lessor's intent to repossess the MRI unit. On February 24, 1997
the Company and the lessor of the
MRI unit were served with an Application for Temporary Restraining Order by the
landlord of the Laredo facility
housing the MRI. This order has prevented the lessor from removing the MRI
unit. Representatives of all parties
are negotiating to resolve the disputes as expeditiously as possible.
The Company's Board of Directors has made a commitment to enter the business of
long-term health care through
the execution of the March 1997 and December 1996 Letters of Intent. The Board
expects the finalization of the
negotiations to be completed in the near future, subject to the review of
audited financial statements and the
completion of certain conditions by the target corporations.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes 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:
None.
(b) Reports on Form 8-K:
None.
SIGNATURES
Pursuant to the requirements of the Securities and 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
Dated:May 14, 1997 By: /s/ Dennis R. Gutzman, M.D.
Dennis R.
Gutzman, M.D.
President
(principal executive officer)
Dated:May 14, 1997 By: /s/ Tracey L. Bunce
Tracey L.
Bunce
Chief Financial
Officer
(principal financial officer)
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<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM COMPANY'S
INTERIM PERIOD ENDED MARCH 31, 1997 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000892833
<NAME> SUNPORT MEDICAL CORP.
<S> <C>
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<FISCAL-YEAR-END> SEP-09-1996
<PERIOD-END> MAR-31-1997
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<LOSS-PROVISION> (852,006)
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