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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-KSB
(Mark One)
[ ] Annual report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended __________
[X] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from October 1, 1997 to December 31, 1997
Commission file Number 000-20702
ARGENT CAPITAL CORPORATION
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(Name of Small Business Issuer in Its Charter)
NEVADA 88-0383765
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(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
2414 Babcock, Suite 105, San Antonio, TX 78229
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(Address of Principal Executive Offices) (Zip Code)
(210) 614-2900
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(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Title Of Each Class Name Of Each Exchange
------------------- On Which Registered
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NONE
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Securities registered under Section 12(g) of the Exchange Act:
Common Stock, No Par Value
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(Title of Class)
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(Title of Class)
Check whether the issuer: (i) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the
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registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X NO
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Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year. $883,338
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.) $1,274,049
Note. If determining whether a person is an affiliate will involve
an unreasonable effort and expense, the issuer may calculate the aggregate
market value of the common equity held by non-affiliates on the basis of
reasonable assumptions, if the assumptions are stated.
ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.
YES ______ NO ______
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. 18,958,311 (as of December
31, 1997).
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated; (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities
Act"). The listed documents should be clearly described for identification
purposes (e.g., annual report to security holders for fiscal year ended
December 24, 1990). The registrant's Proxy Statement for its Annual General
Meeting of Members, dated December 29, 1997, for its meeting to be held
January 27, 1998 in Part III.
Transitional Small Business Disclosure Format (check one):
YES NO X
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PART I
ITEM 1. BUSINESS
History of Business. Argent Capital Corporation ("ACC"), formerly Sunport
Medical Corporation (each "the Company" or "the Registrant"), is a corporation
originally organized under the laws of British Columbia. The common shares of
the Company are registered under Section 12(g) of the Securities Exchange Act of
1934 and are currently listed for trading on the NASDAQ SmallCap Market. In
November 1995 the Company voluntarily delisted from the Vancouver Stock
Exchange. On December 12, 1997, the Company received the consent of the British
Columbia Securities Commission to cease as a reporting issuer in Canada, and
therefore, the Company is no longer required to file financial information with
the B.C. Commission. (Unless otherwise indicated, all currency references in
this document, including the financial statements, will be to United States
dollars.)
At the Company's Annual General Meeting held on January 27, 1998, the Company's
shareholders approved, among other things, proposals to acquire a California
mortgage lender in a stock-for-stock exchange pursuant to which the owner of the
mortgage lender would acquire approximately 75 percent of the Registrant (the
"Transaction"). Specifically, the shareholders approved the following proposals
to effect the Transaction: (a) to take the steps necessary to consolidate the
number of the Company's common shares on a basis of thirty shares for one; (b)
to increase the authorized capital of the Company to 100 million shares of
common stock, no par value, contingent upon the approval of proposal (a); (c) to
change the jurisdiction of incorporation of the Company from British Columbia,
Canada to Nevada, USA, through a continuance into Wyoming, USA, and a merger of
the Company into a new wholly-owned subsidiary of the Company incorporated in
the State of Nevada, USA; and (d) to approve the terms of the Stock Purchase
Agreement, dated December 19, 1997 to acquire the outstanding shares of
Clearview Capital Corporation ("CCC") and the transactions contemplated thereby.
On February 16, 1998, the Registrar of Companies in the Province of British
Columbia consented to the Company's continuation from the Province of British
Columbia to the State of Wyoming. On February 27, 1998, Sunport Medical
Corporation merged into its newly-formed, wholly-owned Nevada corporation,
Argent Capital Corporation, with ACC being the surviving corporation. Pursuant
to the merger, the shares of the Company were converted into shares of ACC on a
basis of 30 shares of the Company for one share of ACC, thereby reducing the
number of outstanding shares as approved by the shareholders. ACC was the
surviving corporation in the merger and, effective February 27, 1998, ACC is
traded on the NASDAQ SmallCap Market under the symbol "ACCT". For accounting
purposes, ACC is the surviving corporation and will record the Transaction as a
purchase.
Also on February 27, 1998, ACC acquired all of the outstanding common shares of
CCC from Clearview Holding Corporation, S.A. ("CHC"), through the original
issuance of a number of shares of ACC common stock to CHC in an amount
sufficient to give CHC 75% of the then issued and outstanding common stock of
ACC. CCC is a California corporation engaged in the business of purchasing and
selling home improvement loans partially insured by the Federal Housing
Administration and loans for debt consolidation and other home improvements.
At a special meeting held on October 21, 1996 the shareholders approved a
resolution to sell substantially all of the assets of the Company's diagnostic
imaging subsidiaries pursuant to an Asset
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Purchase Agreement between the Company, the Company's subsidiaries and U.S.
Diagnostic, Inc. ("USDI"). The sale was approved with an effective date of
October 31, 1996 and the funding of the proceeds to the Company occurred on
November 15, 1996. Pursuant to the Asset Purchase Agreement, the Company sold
the assets to USDI for $2,700,000. This sale included the assumption by USDI of
the liabilities associated with these assets. The Company retained all of its
accounts receivable.
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.
From April 30, 1992 through the respective sale of the Company's operations, the
Company, through its subsidiaries, was primarily engaged in the development,
operation and management of both outpatient physical therapy and rehabilitation
systems and outpatient diagnostic imaging services utilizing magnetic resonance
imaging (MRI) systems, computerized tomography (CT) systems, X-Ray systems,
ultrasound systems, mammography systems and fluoroscopy systems.
Prior to April 30, 1992, the Company was engaged in the minerals exploration
business under the name "Sunport Metals Corporation". Pursuant to a Share
Acquisition Agreement dated April 30, 1992, the Company acquired all of the
outstanding shares of Sunport Medical Corporation (USA), formerly Medinvest
Holdings Inc., and terminated its minerals exploration business. Sunport Medical
Corporation (USA), ("Sunport USA"), was incorporated on March 23, 1992 in the
State of Texas. The acquisition became effective June 24, 1992 upon the
acceptance of a Filing Statement with the Vancouver Stock Exchange.
On June 29, 1992, the Memorandum of the Company was amended to change the name
of the Company to Sunport Medical Corporation and to increase the authorized
capital to 100,000,000 shares without par value. Prior to the Company's
acquisition of Sunport USA, the number of outstanding shares of the Company was
2,480,002. The Company purchased all of the common stock of Sunport USA in
exchange for the issuance of 12,000,000 shares of the common stock of the
Company. Of the 12,000,000 shares issued, 6,000,000 were issued outright to the
selling shareholders of Sunport USA and the remaining 6,000,000 shares were
issued pursuant to the terms of an escrow agreement. All shares held in escrow
were released during fiscal year 1994.
Effective September 30, 1996, 7,000,000 of the Company's common shares
previously issued to the Company's former management company pursuant to a
private placement agreement, were returned to the Company as a condition of a
Settlement Agreement with the former management company and its related parties.
In addition, 500,000 of the Company's common shares previously held by the
Chairman of the former management company pursuant to a Stock Option Agreement,
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were also returned to the Company as a condition of the same aforementioned
Settlement Agreement. These shares were held by the Company as Treasury Stock
until September 11, 1997 when 7,000,000 of the shares were cancelled by the
Company. In November 1997 the authorized capital of the Company was reduced to
93,000,000.
After April 1992, the Company expanded its business through various acquisitions
by its subsidiary, Sunport USA. On April 3, 1992, Sunport USA acquired all of
the outstanding shares of Professional Imaging Services, Inc. (PISI) and The
Imaging One Group, Inc. (TIOG) for a cash purchase price of $620,475 and
$630,965, respectively. These two Texas corporations are engaged in providing
outpatient diagnostic imaging services. On April 17, 1992, Sunport USA acquired
all of the outstanding shares of The Avinco Group, Inc. (AGI), a Texas
corporation engaged in providing management and administrative services to
medical services centers, for a cash purchase price of $79,112. On April 30,
1992, Sunport USA, through a newly formed subsidiary, U.S. Rehab Centers, Inc.,
(USRC), acquired the rehabilitation assets of Southwest Professional Plaza
Physical Therapy, Inc., a Texas corporation engaged in the provision of
outpatient physical therapy and rehabilitation services, for cash together with
the assumption of liabilities totaling $110,000. Pursuant to two agreements
dated July 15 and July 31, 1992, USRC acquired the assets and associated
business and goodwill of Rehabtex, Inc., a Texas corporation engaged in the
provision of physical therapy and rehabilitation services through four
outpatient centers for $500,000. On March 20, 2996, the Company sold the
physical therapy assets, excluding accounts receivable, associated with three of
the USRC physical therapy centers for $801,000 cash, which included a $100,000
Non-Competition Agreement. Concurrent with this sale, the Company ceased
operations of the remaining USRC physical therapy centers.
Pursuant to an agreement effective September 14, 1992, Sunport USA purchased
ownership of Metropolitan Imaging, Ltd. (MIL), a Texas limited liability company
engaged in the business of providing mobile magnetic resonance imaging services
for $69,000. MIL ceased operations in September 1994. On March 1, 1993, Sunport
USA purchased 80.833% of the stock of Central Imaging Center, Inc. (CIC), a
Texas corporation engaged in the business of providing diagnostic imaging
services, for 22,809 shares of the Company's common stock having a deemed cash
value of $73,500, together with the assumption of liabilities approximating
$150,000. CIC ceased operations in September 1994. On March 1, 1993, Sunport USA
purchased 60% of the stock of Immuno Diagnostic Systems, Inc. (IDS), a Texas
corporation engaged in the business of providing allergy and immunology
laboratory services for $50,000 cash. Effective September 30, 1994, the Company
was successful in divesting itself of its 60% ownership in IDS. This ownership
reverted back to the 40% owners of IDS for no consideration, with the
stipulation that the five year employment agreement entered into by the Company
in 1993 for a principal of IDS be terminated.
Effective September 30, 1997, the Company dissolved its subsidiaries as follows:
The Imaging One Group, Inc., Professional Imaging Services, Inc., Central
Imaging Center, Inc. and U.S. Rehab Centers, Inc. Effective December 31, 1997,
the Company dissolved its subsidiary, The Avinco Group, Inc.
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Employees. At December 31, 1997, the Company has no employees.
ITEM 2. PROPERTY
As of December 31, 1997, the Company had no property leases. Effective September
30, 1997, the Company had agreed to a buyout of its remaining lease obligation
covering its former corporate headquarters. The buyout payment of $250,000 was
disbursed in January, 1998.
ITEM 3. LEGAL PROCEEDINGS
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. The liklihood of an unfavorable outcome for this claim is
not readily determinable. As a result, no provision for loss related to this
claim has been made in the Company's financial statements.
Management believes that the ultimate outcome of this matter will not have a
material adverse effect on the financial position, results of operations or the
liquidity of the Company, other than as disclosed above.
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").
Management of the Company was successful in negotiating a settlement of the
claims of all parties for a total to be paid to ICA of $210,000, of which the
Company is obligated to pay $185,000 and the Company's Directors' and Officers'
insurance carrier is obligated to pay $25,000. The Company recorded the
contingency of $185,000 on the Company's financial statements at September 30,
1997. The Company paid $210,000 to ICA in January, 1998, and received the
$25,000 reimbursement from the insurance carrier in February, 1998.
On February 24, 1997, the Company and the lessor of the Company's MRI unit in
Laredo, Texas 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 was successful in
resolving the claims of all parties through the mediation process in December,
1997 for a total payout by the Company of $145,000. The Company had previously
recorded a liability for its best settlement estimate of
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$200,000 on its financial statements at September 30, 1997, therefore, the
Company recognized the change in settlement estimate of $55,000 at December 31,
1997.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matters to a vote of its security holders during
the period covered by this filing.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
As of December 31, 1997, the Company's Common Stock was traded on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") under
the trading symbol "SMQCF".
The following tables set forth the high and low bid prices for the Common Stock
trading on NASDAQ for the previous two fiscal years. These tables are based on
transaction data as reported by NASDAQ:
<TABLE>
<CAPTION>
U.S. Currency
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High Low
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<S> <C> <C>
Fiscal Year Ended 09/30/96
First Quarter $1 3/32 $ 3/32
Second Quarter 9/32 5/32
Third Quarter 15/32 1/8
Fourth Quarter 11/16 5/32
</TABLE>
<TABLE>
<CAPTION>
U.S. Currency
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High Low
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<S> <C> <C>
Fiscal Year Ended 09/30/97
First Quarter $ 1/4 $ 1/16
Second Quarter 1/4 3/32
Third Quarter 3/16 3/32
Fourth Quarter 5/32 3/32
</TABLE>
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<TABLE>
<CAPTION>
U.S. Currency
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High Low
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<S> <C> <C>
Period Ended 12/31/97 $ 1/8 $ 1/16
</TABLE>
As of December 31, 1997, there were 18,958,311 shares outstanding with 315
holders of record of the Company's Common Stock. The Company has paid no
dividends on its Common Stock in this period nor in the prior two fiscal years.
The Company was advised by letter dated December 23, 1997 from The NASDAQ Stock
Market, Inc., that the Company is not in compliance with the new standards
required for maintaining the Company's listing on The NASDAQ SmallCap Market
pertaining to a minimum bid price of $1.00, or capital and surplus of $2,000,000
and a market value of the public float of $1,000,000. The NASDAQ has given the
Company until March 27, 1998 to either come into compliance, or submit a
proposal for achieving compliance. The Company received additional letters from
NASDAQ, dated January 20, 1998 and February 17, 1998, advising the Company of
the implementation of new standards for continuing listing on The NASDAQ
SmallCap Market, which become effective February 23, 1998. Management of the
Company has apprised NASDAQ of the Company's plan to comply with the new
standards. The Company is submitting a formal proposal to NASDAQ as required,
which will set forth the Company's actions to achieve compliance with the new
standards.
To the knowledge of the Company, there are no governmental laws, decrees or
regulations in Canada which restrict the export or import of capital, or that
affect the remittance of dividends, interest or other payments to non-resident
holders of the Company's securities, except for withholding tax provisions
discussed in the following section.
Dividends paid on the Common Stock of the Company, or interest paid on any
debentures that may be issued by the Company, to United States residents, are
subject to a 25% withholding tax in Canada under current tax laws of Canada.
However, unless the holder conducts business through a permanent establishment
in Canada, such withholding is limited to 15% by the Canada-United States Income
Tax Convention of 1980 ("Treaty") as amended.
Under the Treaty, it is provided that the United States shall allow a citizen or
resident of the United States, or a domestic corporation, the amount of income
tax paid to Canada on dividends or interest as a credit against United States
tax on income. Such a credit is also specified by Section 901(b) of the United
States Internal Revenue Code.
A non-resident of Canada who holds shares of the Company as an investment will
not be subject to tax in Canada on capital gains realized upon the disposition
of such shares unless such shares are "taxable Canadian property" within the
meaning of the Income Tax Act of Canada, and no relief is afforded under any
applicable international tax treaty. The shares of the Company would be taxable
Canadian property of a holder if during the five-year period immediately
preceding the disposition, the holder, persons with whom the holder did not deal
at arm's length, or the holder and
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persons with whom the holder did not deal at arm's length, owned 25% or more of
the issued shares of any class or series of the Company. Notwithstanding any
exemption available from capital gains tax in Canada, holders of shares will be
taxed on any realized capital gains upon the disposition of their shares, to the
extent imposed by the jurisdictions of their residence.
Except as provided in the Investment Canada Act ("the Act"), there are no
limitations under the laws of Canada, the Province of British Columbia or in the
charter of any other constituent documents of the Company on the right of
foreigners to hold and/or vote the shares of the Company. The Act requires a
non-Canadian making an investment to acquire control of a Canada business, the
gross assets of which exceed a certain defined threshold level, to file an
application for review with Investment Canada, the federal agency created by the
Act. As a result of the Canada-U.S. Free Trade Agreement, the Act was amended in
January 1989 to provide distinct threshold levels for Americans who acquire
control of a Canadian business. Pursuant to the Canada-U.S. Free Trade
Agreement, review by Investment Canada will be required for investment by
Americans, on and after January 1, 1992, only for direct acquisitions of control
of a Canadian company where the investment exceeds $150 million.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES
December 31, 1997 vs September 30, 1997
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During the period ended December 31, 1997, the Company experienced a $143,612
increase in its cash position resulting from cash used by operating activities
of $354,892 and cash provided by investing activities of $498,504.
Since September 30, 1997 and during the three month period ended December 31,
1997, the primary goal of the Company has been to take the action necessary to
successfully complete the acquisition of all of the outstanding common shares of
Clearview Capital Corporation ("CCC") pursuant to a Letter of Intent executed in
August, 1997, with CCC and, ultimately, a Stock Purchase Agreement, executed in
December, 1997. CCC is a California corporation engaged in the business of
purchasing and selling home improvement loans partially insured by the Federal
Housing Administration and loans for debt consolidation and other home
improvements. As previously described in Item 1, the Company's shareholders
approved the acquisition of CCC at the Company's Annual General Meeting on
January 27, 1998. The closing of the acquisition occurred on February 27, 1998,
upon the completion of the Company's domestication from British Columbia, Canada
to Nevada and the completion of a pro rata reduction of the Company's
outstanding shares on a 30 for 1 basis.
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As CCC is the surviving corporation for accounting purposes, the Company has
addressed with CCC the computer software issues regarding the recognition of the
Year 2000. Management of CCC advises that the accounting software and loan
software utilized at CCC already accommodate recognition of the Year 2000 and
CCC is not expected to incur any cost in the future in this regard.
The Company had notes receivable of $880,576 at September 30, 1997 as compared
to $283,583 at December 31, 1997. During the period ended December 31, 1997, the
Company collected approximately $540,000 on these notes receivable. The Company
had previously declared one of the debtors in default on a $300,000 note
receivable due on December 31, 1997. The Company wrote off $100,000 of this note
receivable pursuant to negotiations and the terms of a letter of intent with the
debtor that was previously terminated. The debtor paid the reduced balance on
this note plus accrued interest in full in January, 1998.
The Company believes that the cash position of the Company leaves the Company in
a position to be able to meet its present liquidity and capital requirements for
the near future.
1997 vs 1996
During fiscal 1997, the Company experienced a $1,049,395 increase in its cash
position resulting from cash used by operating activities of $892,850, cash
provided by investing activities $3,107,442 and cash used by financing
activities of $1,165,197.
On October 31, 1996, the Company sold substantially all of the assets associated
with its diagnostic imaging business to U.S. Diagnostic, Inc. ("USDI") for
$2,700,000 cash, pursuant to an Asset Purchase Agreement that was approved by
the Company's shareholders at a special meeting held on October 21, 1996. The
sale included the assumption by USDI of the liabilities associated with these
assets. The Company retained all of the accounts receivable associated with
these assets. The sale was effective October 31, 1996 with the sale proceeds
received by the Company on November 15, 1996. The Company recognized a gain on
the sale of these assets of $2,418,376.
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 patient 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.
RESULTS OF OPERATIONS
December 31, 1997 vs September 30, 1997
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The Company had a net loss before the effect of income taxes or benefits of
$406,643 for the period ended December 31, 1997 compared to a net loss before
the effect of income taxes or benefits of $869,968 for 1997.
Due to the sale of the majority of the Company's assets during 1997, the
Company's only revenue generated during the period ended December 31, 1997 was
interest of $29,634 earned on notes receivable. This compares to $883,338 of net
revenue for 1997, which included one full month of revenue from the operation of
the Company's diagnostic imaging centers prior to the sale of these centers on
October 31, 1996.
The Company's operating expenses incurred during the three month period ended
December 31, 1997 were $334,430 compared to $3,172,267 for 1997. Obviously, the
Company's overhead decreased as assets of the Company were sold. A breakdown of
the majority of the Company's expenses during the three month period ended
December 31, 1997 is as follows: $100,000 write off of note receivable and
$164,000 of professional fees, mainly associated with the proposed transaction
with CCC. Also included in the Company's operating expenses for the three month
period ended December 31, 1997 is the recognition of a $55,000 change in
settlement estimate for the legal settlement with the parties involved in the
dispute surrounding the Company's former Laredo operation. The Company also
recognized $49,910 as a benefit from property taxes previously recorded for
which the Company is no longer liable.
The Company incurred a loss on the disposal of assets of $101,847 during the
three month period ended December 31, 1997, mainly attributed to the write-off
of leasehold improvements associated with the former lease of the facilities
housing the Company's corporate headquarters.
1997 vs 1996
The Company had a net loss before the effect of income taxes or benefits of
$869,968 for 1997 compared to a net loss before the effect of income taxes or
benefits of $2,257,072 for 1996.
Due to the sale of the majority of the Company's diagnostic imaging assets
October 31, 1996, 1997 included only one full month of net operating revenue
from these assets totaling $575,832. The Company continued to operate its MRI
center in Laredo through February 14, 1997 which generated minimal revenue until
the date of its closure. Therefore, the Company's net revenue for 1997 was
$883,338 compared to net revenue of $7,990,202 for 1996.
The Company's overhead decreased dramatically during 1997 due to the sale of the
diagnostic imaging assets in October and decreased even further with the sale of
the patient accounts receivable in June. The Company's total expenses for 1997
included only one full month of overhead for the diagnostic imaging centers.
Therefore, total expenses for 1997 were $3,172,267 compared to $10,652,879 in
1996. The Company accrued non-recurring expenses of
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approximately $833,525 during the fourth quarter of 1997 for severance
arrangements, legal contingencies, professional fees and a buyout of the
corporate property lease.
The Company's loss for 1997 includes a gain on the sale of the diagnostic
imaging assets of $2,418,376 and a loss on the sale of the patient accounts
receivable of $951,289.
ITEM 7. FINANCIAL STATEMENTS
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Page Number
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS F-1
CONSOLIDATED BALANCE SHEETS,
December 31, 1996 and September 30, 1997 F-2
CONSOLIDATED STATEMENTS OF OPERATIONS, for the three month period ended
December 31, 1997 and the years ended September 30, 1997 and 1996 F-4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY, for the three month period
ended December 31, 1997 and the years ended September 30, 1997 and 1996 F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS, for the three month period ended
December 31, 1997 and the years ended September 30, 1997 and 1996 F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
December 31, 1997 and September 30, 1997 F-7
</TABLE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
During the three month period ended December 31, 1997 and the two most recent
fiscal years, there have been no disagreements with the Company's accountants on
any accounting matter or on financial disclosure.
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PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT
The information required under this item was contained in the Company's
definitive Proxy Statement, dated December 29, 1997, for the Annual General
Meeting of Members, which was held on January 27, 1998, and the same is
incorporated by reference herein.
ITEM 10. EXECUTIVE COMPENSATION
The information required under this item was contained in the Company's
definitive Proxy Statement, dated December 29, 1997, for the Annual General
Meeting of Members, which was held on January 27, 1998, and the same is
incorporated by reference herein.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required under this item was contained in the Company's
definitive Proxy Statement, dated December 29, 1997, for the Annual General
Meeting of Members, which was held on January 27, 1998, and the same is
incorporated by reference herein.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required under this item was contained in the Company's
definitive Proxy Statement, dated December 29, 1997, for the Annual General
Meeting of Members, which was held on January 27, 1998, and the same is
incorporated by reference herein.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
Item 13(a)(1). FINANCIAL STATEMENTS
Included in Part II of this report, Item 7 of this report:
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
CONSOLIDATED BALANCE SHEETS,
December 31, 1997 and September 30, 1997
CONSOLIDATED STATEMENTS OF OPERATIONS, for the
three month period ended December 31, 1997 and the
years ended September 30, 1997 and 1996
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY,
11
<PAGE> 14
for the three month period ended December 31, 1997 and the
years ended September 30, 1997 and 1996
CONSOLIDATED STATEMENTS OF CASH FLOWS, for the
three month period ended December 31, 1997 and the
years ended September 30, 1997 and 1996
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS,
December 31, 1997 and September 30, 1997
Item 13(a)(2). FINANCIAL STATEMENT SCHEDULES:
There were no Financial Statement Schedules required.
Item 13(b). REPORTS ON FORM 8-K:
There were no reports filed on Form 8-K during the three month period ended
December 31, 1997.
12
<PAGE> 15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ARGENT CAPITAL CORPORATION
By: /s/ TRACEY L. BUNCE
-----------------------------
Tracey L. Bunce
Chief Financial Officer
Date: March 27, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on March 27, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ DENNIS R. GUTZMAN President and Chairman of the Board;
- -------------------------------- Director (principal executive officer)
Dennis R. Gutzman
/s/ TRACEY L. BUNCE Chief Financial Officer
- -------------------------------- (principal financial officer)
Tracey L. Bunce
/s/ CHROSTOPHER A. MILLAR Director
- --------------------------------
Christopher A. Millar
/s/ PIETER G. K. OOSTHUIZEN Director
- --------------------------------
Pieter G. K. Oosthuizen
/s/ LAWRENCE D. BARR Director
- --------------------------------
Lawrence D. Barr
</TABLE>
36
<PAGE> 16
INDEPENDENT AUDITORS' REPORT
Board of Directors
Sunport Medical Corporation
We have audited the accompanying balance sheets of Sunport Medical Corporation
and its subsidiaries as of December 31 and September 30, 1997, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
the three months ended December 31, 1997 and each of the two years ended
September 30, 1997 and 1996. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 audits provide a reasonable basis
for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Sunport Medical Corporation and
its subsidiaries as of December 31 and September 30, 1997, and the results of
their operations and their cash flows for each of the three months ended
December 31, 1997 and each of the two years ended September 30, 1997 and 1996
in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
February 20, 1998
(February 27 as to Note 14)
F-1
<PAGE> 17
SUNPORT MEDICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
---------------- -----------------
December 31 1997 September 30 1997
---------------- -----------------
<S> <C> <C>
ASSETS
Current Assets:
Cash $1,372,715 $1,229,103
Accounts receivable 24,964 118,980
Notes receivable (Note 2) 283,583 880,576
Prepaid expenses -- 4,450
---------- ----------
Total Current Assets 1,681,262 2,233,109
Long-term notes receivable (Note 2) 3,128 4,639
Property and Equipment:
Vehicle -- 51,996
Furniture, fixtures and equipment 45,171 45,171
Leasehold improvements -- 99,761
---------- ----------
45,171 196,928
Less accumulated depreciation 34,867 73,429
---------- ----------
Total property and equipment - net 10,304 123,499
Other assets 51,047 56,187
---------- ----------
Total Assets $1,745,741 $2,417,434
========== ==========
</TABLE>
See notes to consolidated financial statements.
F-2
<PAGE> 18
SUNPORT MEDICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1997 AND SEPTEMBER 30, 1997
<TABLE>
<CAPTION>
----------- ------------
December 31 September 30
1997 1997
----------- ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 70,329 $ 1,273
Accrued expenses (Notes 4 and 7) 499,042 783,595
Taxes payable 12,044 60,704
----------- -----------
Total Current Liabilities 581,415 845,572
Deferred credit 18,750 19,643
----------- -----------
Total Liabilities 600,165 865,215
SHAREHOLDERS' EQUITY
Common stock, no par value:
Authorized 93,000,000 shares at December 31, 1997 and
100,000,000 shares at September 30, 1997, issued
18,958,311 in December 31, 1997 and September 30, 1997
(Note 3) 6,408,467 6,408,467
Retained deficit (5,262,891) (4,856,248)
Treasury stock, 500,000 shares in December 31, 1997 and
September 30, 1997 (Note 3) (79,219) (79,219)
Contributed capital 79,219 79,219
----------- -----------
Total Shareholders' Equity 1,145,576 1,552,219
----------- -----------
Total Liabilities and Shareholders' Equity $ 1,745,741 $ 2,417,434
=========== ===========
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE> 19
SUNPORT MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTH PERIOD ENDED DECEMBER 31, 1997 AND YEARS ENDED
SEPTEMBER 30, 1997 AND 1996
<TABLE>
<CAPTION>
-------------- ----------------------------------
3 Months Ended Years Ended
Dec 31, 1997 1997 1996
------------- ------------ -------------
<S> <C> <C> <C>
Net Revenues $ 29,634 $ 883,338 $ 7,990,202
------------ ------------ ------------
Expenses:
Cost of patient services, general
and administrative 234,227 2,974,798 9,086,650
Provision for bad debts 100,000 161,617 1,425,023
Interest -- 33,011 138,967
Loss on foreign currency 203 2,841 2,239
------------ ------------ ------------
Total expense 334,430 3,172,267 10,652,879
------------ ------------ ------------
Operating loss (304,796) (2,288,929) (2,662,677)
Non-operating income (loss):
Gain on sale of clinics (Note 9) -- 2,418,376 195,623
Gain from legal settlement -- -- 209,982
Loss on sale/disposal of assets (Note 9) 101,847 999,415 --
------------ ------------ ------------
Loss before income tax (406,643) (869,968) (2,257,072)
Income tax expense (Note 5) -- 12,044 20,262
------------ ------------ ------------
Net loss $ (406,643) $ (882,012) $ (2,277,334)
============ ============ ============
Loss per common share - basic (Note 6) $ (0.02) $ (0.04) $ (0.08)
============ ============ ============
Loss per common share assuming dilution (Note 6) $ (0.02) $ (0.04) $ (0.08)
============ ============ ============
</TABLE>
See notes to consolidated financial statements.
F-4
<PAGE> 20
SUNPORT MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
THREE MONTH PERIOD ENDED DECEMBER 31, 1997 AND YEARS ENDED
SEPTEMBER 30, 1997 AND 1996
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
Number of Common Retained Treasury Contributed Total Equity
Shares Stock Earnings Stock Capital
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance, Sept. 30, 1995 25,933,311 $ 6,396,086 $(1,696,902) $ -- $ -- $ 4,699,184
Net proceeds from sale of 25,000 9,994 -- -- -- 9,994
shares under stock option
agreements
Receipt of treasury stock, -- -- -- (1,171,875) 1,171,875
7,500,000 shares, pursuant
to legal settlement
Net loss -- -- (2,277,334) -- -- (2,277,334)
----------------------------------------------------------------------------------------------
Balance, Sept. 30, 1996 25,958,311 6,406,080 (3,974,236) (1,171,875) 1,171,875 2,431,844
Net proceeds from sale of 5,000 1,293 -- -- -- 1,293
shares under stock option
agreements
Purchase/cancellation of (5,000) 1,094 -- -- -- 1,094
5,000 shares pursuant to
shareholders' dissent
Cancellation of treasury (7,000,000) -- -- 1,092,656 (1,092,656) --
stock, 7,000,000 shares
Net loss -- -- (882,012) -- -- (882,012)
----------------------------------------------------------------------------------------------
Balance, Sept. 30, 1997 18,958,311 $ 6,408,467 $(4,856,248) $ (79,219) $ 79,219 $ 1,552,219
Change in exchange -- -- -- -- -- --
Net loss -- -- (406,643) -- -- (406,643)
----------------------------------------------------------------------------------------------
Balance, Dec. 31, 1997 18,958,311 $ 6,408,467 $(5,262,891) $ (79,219) $ 79,219 $ 1,145,576
==============================================================================================
</TABLE>
See notes to consolidated financial statements.
F-5
<PAGE> 21
SUNPORT MEDICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTH PERIOD ENDED DECEMBER 31, 1997 AND YEARS ENDED
SEPTEMBER 30, 1997 AND 1996
<TABLE>
<CAPTION>
-------------- -------------------------------
3 Months Ended Years Ended
Dec 31, 1997 1997 1996
------------- ------------ ------------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Loss $ (406,643) $ (882,012) $(2,277,334)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Depreciation and amortization 11,348 34,886 468,280
Provision for bad debts 100,000 161,617 1,425,023
Unrealized loss on investments -- -- 93,535
(Gain) loss from asset
sale/clinic closures - net 101,847 (1,414,415) (195,623)
(Gain) from legal settlement -- -- (209,982)
Change in assets and liabilities:
Accounts receivable 94,016 961,289 4,996
Prepaid expenses 4,450 46,060 72,681
Accounts payable 69,056 (437,960) (65,106)
Accrued operating expenses (284,553) 688,998 (203,442)
Other (44,413) (51,313) 120,114
----------- ----------- -----------
Net cash used by operating (354,892) (892,850) (766,858)
activities
----------- ----------- -----------
INVESTING ACTIVITIES
Purchase of property and equipment -- (54,882) (267,361)
Disposal of assets -- 562,362 --
Proceeds from disposal of assets -- 3,450,000 701,000
Collection of notes receivable 498,504 367,298 10,423
Loan receivable (1,217,336) --
----------- ----------- -----------
Net cash provided by investing
activities 498,504 3,107,442 444,062
----------- ----------- -----------
FINANCING ACTIVITIES
Issuance of common stock -- 2,387 9,994
Proceeds from long-term debt -- -- 1,100,000
Payments on long-term debt and
capital leases -- (1,167,584) (745,060)
----------- ----------- -----------
Net cash (used by) provided by
financing activities -- (1,165,197) 364,934
----------- ----------- -----------
Net increase in cash 143,612 1,049,395 42,138
Cash and cash equivalents at
beginning of period 1,229,103 179,708 137,570
----------- ----------- -----------
Cash and cash equivalents at end of
period $ 1,372,715 $ 1,229,103 $ 179,708
=========== =========== ===========
</TABLE>
F-6
<PAGE> 22
SUNPORT MEDICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Sunport Medical Corporation, a corporation originally 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., and The Avinco Group, Inc. The Company had no
income producing activities until April 30, 1992, when Sunport Medical
Corporation (USA) was acquired. The operations of the acquired businesses have
been included in the consolidated financial statements from their respective
dates of acquisition. All significant intercompany accounts and transactions
have been eliminated in consolidation. The Avinco Group, Inc. was dissolved
effective December 31, 1997.
The financial statements are presented in U.S. dollars and in accordance with
U.S. generally accepted accounting principles. However, certain amounts in the
notes to the financial statements are presented in Canadian dollars, shown as
CDN$. Gains or losses from transactions in Canadian currency are recognized
currently in the results of operations. Translation gains or losses have not
been material.
CHANGE IN ACCOUNTING YEAR
Effective December 31, 1997, the Company elected to change its year end from
September 30, 1997 to December 31, 1997. The financial statements contained
herein present the Company's balance sheet at December 31, 1997 as compared to
the Company's balance sheet at September 30, 1997 and present the Company's
statements of operations and cash flows for the three month period ended
December 31, 1997 as compared to the Company's statements of operations and cash
flows for the twelve month periods ended September 30, 1997 and 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 accounting period.
Actual results could differ from those estimates.
FAIR VALUE DISCLOSURES
The estimated fair value amounts have been determined by the Company using
available market information and appropriate valuation methodologies. These
estimates are subjective in nature and involve uncertainties and matters of
considerable judgment. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts the Company could realize in a current
market exchange. The use of different assumptions, judgments and/or estimation
methodologies may have a material effect on the estimated fair value amounts.
F-7
<PAGE> 23
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION
Revenues from services previously provided to patients were recorded at the
estimated net realizable amounts under reimbursement agreements with third-party
payors. These agreements provided for reimbursement at amounts different from
the Company's standard rates.
MEDICAL MALPRACTICE INSURANCE
The Company purchased a tail malpractice insurance policy covering its previous
business of providing outpatient diagnostic imaging and physical therapy
services. This policy provides coverage in the amount of $1,000,000 per person
and $3,000,000 in the aggregate per incident.
PROPERTY AND EQUIPMENT
Property and Equipment are carried at cost. Depreciation expense is determined
by the straight-line method over the useful lives of the assets, principally for
periods of five to ten years. Leasehold improvements are amortized over the life
of the applicable lease.
OTHER ASSETS
Other Assets includes $43,333 and $48,333 at December 31, 1997 and September 30,
1997, respectively, due from the purchaser of the Company's physical therapy
operations for the execution of a Non-Competition Agreement.
INCOME TAXES
The Company records income taxes under Financial Accounting Standards Board
Statement 109, "Accounting for Income Taxes", (See Note 5). Under this method,
deferred tax assets and liabilities are recognized based on temporary
differences between the financial reporting and tax bases of the Company's
assets and liabilities and are measured using the enacted tax rates. An
allowance is provided for any net deferred tax assets that are considered less
likely to be realized.
STOCK-BASED COMPENSATION
During the year ended September 30, 1997, the Company adopted Statement of
Financial Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation" ("SFAS 123"). The new standard defines a fair value method of
accounting for stock options and similar equity instruments. Under the fair
value method, compensation cost is measured at the grant date based on the fair
value of the award and is recognized over the service period, which is usually
the vesting period. Pursuant to the new standard, companies are encouraged, but
not required, to adopt the fair value method of accounting for employee
stock-based transactions. Companies are also permitted to continue to account
for such transactions under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees ("APB 25"), but would be required to
disclose pro forma net income and, if presented, earnings per share as if the
company had applied the new method of accounting. The accounting requirements of
the new method are effective for all employee awards granted after the beginning
of the fiscal year of adoption, whereas the disclosure requirements apply to all
awards granted subsequent to October 1, 1994. The Company will continue to
recognize and measure compensation for its stock option plan in accordance with
the existing provisions of APB 25. See Note 3 for pro forma disclosures of net
loss as if the fair value-based method prescribed by SFAS No. 123 had been
applied.
F-8
<PAGE> 24
1. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECENTLY ISSUED ACCOUNTING STANDARD
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 131, "Disclosures About Segments of an
Enterprise and Related Information", which will be effective in 1998. The
Company does not expect the impact of this new standard to have a material
effect on the financial statements.
2. NOTES RECEIVABLE
The Company has notes receivable totalling $286,711 at December 31, 1997 of
which $283,583 is classified as current. Interest accrues on the majority of
these notes at prime plus two percent (2%) and is due quarterly. The majority of
the notes are secured by notes receivable held in trust and a security interest
in the ownership of two privately held long-term health care facilities. A note
receivable with an original principal balance of $300,000 was due December 31,
1997. This note was discounted to a principal balance of $200,000, pursuant to
negotiations and the terms of a letter of intent with the debtor. This note was
paid in full in January 1998.
3. COMMON STOCK
Effective September 30, 1996, 7,000,000 of the Company's common shares
previously issued to the Company's former management company pursuant to a
private placement agreement, were returned to the Company as a condition of a
Settlement Agreement with the former management company and its related parties.
In addition, 500,000 of the Company's common shares previously held by the
Chairman of the former management company pursuant to a Stock Option Agreement,
were also returned to the Company as a condition of the same aforementioned
Settlement Agreement. These shares were held by the Company as Treasury Stock
until September 11, 1997 when 7,000,000 of the shares were cancelled by the
Company. In November 1997 the authorized capital of the Company was reduced to
93,000,000.
The Company has issued stock options at fair value to certain directors and
employees which vest upon issuance and expire five years from issuance. The
transactions from September 30, 1995 through December 31, 1997 are summarized as
follows:
<TABLE>
<CAPTION>
Shares
Outstanding At Subject Option Price Weighted Avg
to Option Exercise Price
------------------------- ------------- --------------------------------------- ---------------
<S> <C> <C> <C>
09/30/95 1,642,081 .47(CDN) and .82(CDN) .49(CDN)
Granted 2,294,500 .15(US),.16(US), .23(US) and 1.00(US) .16(US)
Exercised (25,000) .47(CDN) .47(CDN)
Cancelled (1,822,081) .15(US),.23(US), 1.00(US),.47(CDN)
and .82(CDN) .36(US)
-------------
09/30/96 2,089,500 .15(US),.16(US), .23(US) .15(US)
Exercised (5,000) .15(US) .15(US)
Cancelled (434,500) .15(US) and .23(US) .16(US)
-------------
09/30/97 & 12/31/97 1,650,000 .15(US) and .16(US) .15(US)
=============
</TABLE>
F-9
<PAGE> 25
3. COMMON STOCK (CONTINUED)
At December 31, 1997, 1,650,000 options were exercisable and the weighted
average remaining contractual life was forty months. See Note 14 for the effect
of the proposed merger on the outstanding options.
In the year ended September 30, 1997, the Company adopted SFAS No. 123, however,
as permitted by the standard, the Company has elected to continue following the
guidance of APB 25 for measurement and recognition of stock-based transactions
with employees. Accordingly, no compensation cost has been recognized for the
Company's option plans. The effects of determining compensation cost based on
the fair value of the grant date for these options, consistent with the method
of SFAS No. 123, would yield an immaterial difference in the reported net loss.
On December 31, 1997 the Company had 18,958,311 common shares issued.
4. OPERATING LEASES
Historically, the Company has leased certain facilities and equipment under
noncancellable operating leases. The Company sold the majority of its operating
assets effective October 31, 1996, which included the assumption of certain
operating leases of the Company by the purchaser. Therefore, the rent expense
for the three month period ended December 31, 1997 and for the years ended
September 30, 1997 and 1996 totalled $24,888, $341,109 and $2,603,665,
respectively, including costs for maintenance, taxes and insurance. On September
30, 1997, the Company recorded $250,000 as rent expense for a negotiated buyout
of the remaining term of the operating lease covering its former corporate
headquarters. This buyout was paid to the landlord in January 1998 after
execution of appropriate documentation.
5. INCOME TAX
Deferred tax assets and liabilities are determined based on the difference
between financial and tax reporting bases of assets and liabilities. These
differences result in taxable or deductible amounts in future years. The Company
has a net operating loss carryforward of $3,452,171 that will expire as follows:
<TABLE>
<CAPTION>
Amount Expires 12/31
----------- -------------
<S> <C>
$ 327,147 2008
1,474,353 2111
1,066,781 2112
583,890 2117
----------
$3,452,171
==========
</TABLE>
F-10
<PAGE> 26
5. INCOME TAX (CONTINUED)
Significant components of deferred tax assets are as follows:
<TABLE>
<CAPTION>
12/31/97 09/30/97
----------- -----------
<S> <C> <C>
Deferred tax assets:
Net operating loss $ 1,176,429 $ 977,973
Foreign currency translation loss 44,127 44,058
Other 146,644 212,569
----------- -----------
1,367,200 1,234,600
----------- -----------
Subtotal 1,367,200 1,234,600
Less deferred tax asset valuation allowance (1,367,200) (1,234,600)
----------- -----------
Net deferred tax asset $ -- $--
=========== ===========
</TABLE>
Significant components of the provision for income tax for the three month
period ended December 31, 1997 and for the years ended September 30, 1997 and
1996 are as follows:
<TABLE>
<CAPTION>
12/31/97 09/30/97 09/30/96
-------- -------- --------
<S> <C> <C> <C>
Current:
Federal $ -- $ -- $ --
State -- 12,044 20,262
------- ------- -------
-- 12,044 20,262
------- ------- -------
Deferred:
Federal -- -- --
State -- -- --
------- ------- -------
-- -- --
------- ------- -------
$ -- $12,044 $20,262
======= ======= =======
</TABLE>
The components of the provision for deferred income taxes for the three month
period ended December 31, 1997 and for the years ended September 30, 1997 and
1996 are as follows:
<TABLE>
<CAPTION>
12/31/97 09/30/97 09/30/96
---------- --------- ----------
<S> <C> <C> <C>
Difference related to cash vs
accrual accounting $ 50,544 $ 127,587 $(323,101)
Acquisition costs -- -- (65,270)
Depreciation and amortization (2,709) 38,820 57,238
Net operating loss (198,456) (379,825) (494,120)
Other 17,990 (91,416) 48,078
Foreign currency translation (69) (966) (683)
Valuation allowance 132,700 305,800 777,858
========= ========= =========
Total $ -- $ -- $ --
========= ========= =========
</TABLE>
F-11
<PAGE> 27
5. INCOME TAX (CONTINUED)
The reconciliation of expected income tax (computed at applicable U.S. federal
statutory rates) to the actual income tax provision for the three month period
ended December 31, 1997 and for the years ended September 30, 1997 and 1996 is
as follows:
<TABLE>
<CAPTION>
12/31/97 09/30/97 09/30/96
---------- --------- ---------
<S> <C> <C> <C>
Expected benefit $(138,258) $(295,789) $(774,294)
State income tax, net of
federal tax effect -- 7,949 13,373
Loss from foreign operations 35 346 4,662
Valuation allowance 132,700 305,800 777,858
Other items, net 5,523 (6,262) (1,337)
--------- --------- ---------
Actual income tax $ -- $ 12,044 $ 20,262
========= ========= =========
</TABLE>
Sunport (USA) and its 80% or more owned subsidiaries file a consolidated federal
income tax return in the United States. The Canadian parent company files a
separate income tax return in Canada and has $24,100 (CDN$33,000) in current
year operating loss for tax purposes that expire prior to September 30, 2001 if
not utilized earlier.
6. EARNINGS (LOSS) PER SHARE
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 128, "Earnings Per Share", which is effective
for financial statements for periods ending after December 15, 1997 and requires
restatement of all prior-period EPS data presented. This Statement replaces the
presentation of primary EPS with a presentation of basic EPS and requires dual
presentation of basic and diluted EPS on the face of the income statement and
requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation.
<TABLE>
<CAPTION>
For the three month period ended 12/31/97
----------------------------------------------------------
Loss Shares Loss Per Share
----------------------------------------------------------
<S> <C> <C> <C>
Net Loss $406,643
========
BASIC EPS
Loss available to shareholders $406,643 18,958,311 $ .02
EFFECT OF DILUTIVE SECURITIES
Options N/A
----------------------------------------------------------
DILUTED EPS
Loss available to common share-
holders plus assumed conversions $406,643 18,958,311 $ .02
==========================================================
</TABLE>
Options to purchase 1,400,000 shares of common stock at $.15 and 250,000 shares
of common stock at $.16 were outstanding during the period presented but were
not included in the computation of diluted
F-12
<PAGE> 28
EPS because the options' exercise price was greater than the average market
price of the common shares.
6. EARNINGS (LOSS) PER SHARE (CONTINUED)
<TABLE>
<CAPTION>
For the year ended 09/30/97
-----------------------------------------------------
Loss Shares Loss Per Share
-----------------------------------------------------
<S> <C> <C> <C>
Net Loss $882,012
========
BASIC EPS
Loss available to shareholders $ 882,012 25,599,612 $ .04
EFFECT OF DILUTIVE SECURITIES
Options N/A
----------------------------------------------------
DILUTED EPS
Loss available to common share-
holders plus assumed conversions $882,012 25,599,612 $ .04
====================================================
</TABLE>
Options to purchase 1,400,000 shares of common stock at $.15 and 250,000 shares
of common stock at $.16 were outstanding during the period presented but were
not included in the computation of diluted EPS because the options' exercise
price was greater than the average market price of the common shares.
<TABLE>
<CAPTION>
For the year ended 09/30/96
-----------------------------------------------------
Loss Shares Loss Per Share
-----------------------------------------------------
<S> <C> <C> <C>
Net Loss $ 2,277,334
===========
BASIC EPS
Loss available to shareholders $ 2,277,334 25,958,174 $ .08
EFFECT OF DILUTIVE SECURITIES
Options (750) 41,980
------------------------------------------------------
DILUTED EPS
Loss available to common share-
holders plus assumed conversions $ 2,276,584 26,000,154 $ .08
======================================================
</TABLE>
Options to purchase 1,789,500 shares of common stock at $.15, 250,000 shares of
common stock at $.16 and 50,000 shares of common stock at $.23 were outstanding
during the period presented but were included in the computation of diluted EPS
because the options' exercise price was less than the average market price of
the common shares.
7. 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. The likelihood of an unfavorable outcome for this claim is
not readily determinable. As a result, no provision for loss related to this
claim has been made in the accompanying financial statements.
F-13
<PAGE> 29
Management of the Company believes that the ultimate outcome of this matter will
not have a material adverse effect on the financial position, results of
operations or the liquidity of the Company, other than as disclosed above.
7. CONTINGENCIES (CONTINUED)
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").
Management of the Company was successful in negotiating a settlement of the
claims of all parties for a total to be paid to ICA of $210,000, $25,000 of
which will be reimbursed to the Company by the Company's Directors' and
Officers' insurance carrier. The Company recorded the contingency of $185,000 on
the Company's financial statements at September 30, 1997. The Company paid
$210,000 to ICA in January 1998 and received the $25,000 reimbursement from the
insurance carrier on February 5, 1998.
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 was successful in resolving
the claims of all parties through the mediation process in December 1997 for a
total payout by the Company of $145,000. The Company had recorded a liability
for its best settlement estimate of $200,000 on its financial statements at
September 30, 1997, therefore, the Company recognized the change in settlement
estimate of $55,000 at December 31, 1997.
8. FAIR VALUE OF INSTRUMENTS
The following methods and assumptions were used by the Company in estimating the
fair value of its financial instruments:
Cash and cash equivalents: The carrying amount reported in the balance
sheet for cash and cash equivalents approximates its fair value.
Accounts and notes receivable, accounts payable and accrued expenses: The
carrying amount reported in the balance sheet for these accounts
approximate fair value due to the short term nature of these balances.
9. GAIN/LOSS ON SALE OF ASSETS AND CLINIC CLOSURES
On March 20, 1996 the Company sold the physical therapy assets, excluding
accounts receivable, associated with three physical therapy centers for $801,000
cash, which includes a $100,000 Non-Competition Agreement that is payable
monthly over five years and amortized over seven years. For the year ended
September 30, 1996, the Company recognized a $506,158 gain on the sale of these
assets and simultaneously wrote off goodwill and other assets totalling $310,536
associated with the termination of operations at the two remaining physical
therapy centers that were not included in the sale.
On October 31, 1996, the Company sold substantially all of the assets associated
with its diagnostic imaging business to U.S. Diagnostic, Inc. ("USDI") for
$2,700,000 cash, pursuant to an Asset Purchase Agreement that was approved by
the Company's shareholders at a special meeting held on October 21,
F-14
<PAGE> 30
1996. The sale included the assumption by USDI of the liabilities associated
with these assets. The Company retained all of its accounts receivable. The sale
was effective October 31, 1996 with the sale
9. GAIN/LOSS ON SALE OF ASSETS AND CLINIC CLOSURES (CONTINUED)
proceeds received by the Company on November 15, 1996. The Company recognized a
gain on the sale of these assets of $2,418,376 for the year ended September 30,
1997.
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. The
Purchase Agreement provides for a reconciliation at December 31, 1997 for
certain receivables, pursuant to which the Company paid Natco $35,000 in January
1998.
10. CANADIAN FILINGS
The Company is organized under the laws of British Columbia. On November 14,
1997, the Company applied to the Executive Director of the British Columbia
Securities Commission to terminate its status as a reporting issuer since the
Company's management and assets are located exclusively in the USA, the Company
does not carry on business in Canada, the Company voluntarily delisted its
shares from the Vancouver Stock Exchange in November 1995 and the Company is
subject to reporting obligations under the United States Securities Exchange Act
of 1934. On December 12, 1997, the British Columbia Securities Commission deemed
that the Company cease as a reporting issuer in Canada, which means that the
Company is no longer required to file certain financial information with the
Commission. Prior to December 12, 1997, the Company was required to file certain
financial information with the British Columbia Securities Commission and detail
the differences in the information had it been prepared under Canadian GAAP,
rather than U.S. GAAP. These differences have been disclosed in previous
filings.
11. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
<TABLE>
<CAPTION>
Net
Fiscal Net Revenue Net Revenue Revenue
Quarter 12/31/97 1997 1996
- -----------------------------------------------------------
<S> <C> <C> <C>
First $29,634 $694,759 (a) $2,077,367
Second N/A 100,652 2,410,059
Third N/A 65,002 1,874,144
Fourth N/A 22,925 1,628,632
</TABLE>
<TABLE>
<CAPTION>
Operating Operating
Fiscal Expense Operating Expense
Quarter 12/31/97 Expense 1997 1996
- ------------------------------------------------------------
<S> <C> <C> <C>
First $334,430 $1,224,224 (a) $2,498,669
</TABLE>
F-15
<PAGE> 31
<TABLE>
<S> <C> <C> <C>
Second N/A 423,193 2,286,952
Third N/A 464,940 2,102,092
Fourth N/A 1,059,910 (c) 3,765,166 (d)
</TABLE>
11. QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>
Net Net Income
Fiscal (Loss) Net Income (Loss)
Quarter 12/31/97 (Loss) 1997 1996
- -----------------------------------------------------------------------
<S> <C> <C> <C>
First $(406,643) $ 1,815,911 (a) $(421,302)
Second N/A (338,410) 123,107
Third N/A (1,366,993) (b) (227,948)
Fourth N/A (992,520) (c) (1,751,191) (d)
</TABLE>
<TABLE>
<CAPTION>
Fiscal EPS EPS EPS
Quarter 12/31/97 1997 1996
- ---------------------------------------------------------------------
<S> <C> <C> <C>
First $ (.02) $ .07 (a) $(.02)
Second N/A (.01) .01
Third N/A (.05) (b) (.01)
Fourth N/A (.04) (c) (.06) (d)
</TABLE>
(a) On October 31, 1996, the Company sold substantially all of its operating
assets. The Company recognized a gain on the sale of these assets of
$2,418,376.
(b) On July 25, 1997, the Company sold its patient accounts receivable as
disclosed in Note 10, above. The Company recognized a loss on the sale of
these receivables of approximately $951,000.
(c) In the fourth quarter of 1997, the Company accrued non-recurring expenses
of $833,525 for severance arrangements, legal contingencies, professional
fees and a buyout of the corporate lease.
(d) In the fourth quarter of 1996, the Company was able to begin evaluating
the accounts receivable records previously maintained by its former
management company, AVDC. The Company determined that a substantial amount
of the over $4,000,000 retrieved from AVDC was uncollectible, resulting in
additional bad debt write-offs of $770,859 at September 30, 1996.
12. NASDAQ LISTING
The Company has been informed by The NASDAQ Stock Market that the Company is not
in compliance with the new standards required for maintaining continued
listing on The NASDAQ SmallCap Market. The Company has been informed that,
pursuant to the transaction further described in Note 14, the Company may be
required to meet the new standards required for an initial listing on The
NASDAQ SmallCap Market. The Company is submitting a formal proposal to NASDAQ,
as required, which will set forth the Company's actions to achieve compliance
under either set of standards.
F-16
<PAGE> 32
Management of the Company has apprised NASDAQ of the Company's plan to comply
with the new standards, as described further in Note 14. The Company is
submitting a formal proposal to NASDAQ as required, which will set forth the
Company's actions to achieve compliance with the new standards.
13. SUBSEQUENT EVENTS
In January 1998, the Company issued 100,000 shares of common stock previously
held by the Company as Treasury Stock, to an individual as consideration for
services rendered in the negotiation of a legal settlement with Infusion Centers
of America, Inc., further described in Note 7.
On January 29, 1998, the Company loaned $100,000 to an Arkansas retail mortgage
company for a term of one year with interest accruing at 9%. The note is due in
full on February 1, 1999. The shareholders of the debtor have granted the
Company a one year option to purchase 100% of the common stock of the debtor for
a sum based on five times the 1998 after tax earnings of the debtor.
14. MERGER/ACQUISITION
On December 29, 1997 the Company mailed a Proxy Statement to its shareholders
including proposals to be voted on at a meeting held January 27, 1998. In
addition to proposals regarding the conduct of normal business, the proxy
included the following proposals: (a) To take the steps necessary to execute a
reverse stock split of the Company's common shares on a basis of one share for
thirty; (b) To increase the authorized capital of the Company to 100 million
shares of common stock, no par value, contingent upon the approval of proposal
(a); (c) To change the jurisdiction of incorporation of the Company from British
Columbia, Canada to Wyoming, USA and, ultimately, to merge the Company into a
new wholly-owned subsidiary of the Company incorporated in the State of Nevada,
USA; and (d) To perform the Stock Purchase Agreement to acquire the outstanding
shares of Clearview Capital Corporation. The shareholders of the Company
approved all proposals set forth in the Proxy.
On February 16, 1998, the Company received the consent from the Registrar of
Companies in the Province of British Columbia for the Company's continuation
from the Province of British Columbia to the State of Wyoming and, ultimately,
to the State of Nevada. On February 27, 1998, the Company merged into a newly
formed Nevada Corporation, Argent Capital Corporation ("ACC"). ACC issued its
common stock on a 30 to 1 basis to acquire the outstanding common stock of the
Company, thereby effecting the 30 to 1 reverse split approved by the Company's
shareholders. The reversal is also effective for the Company's outstanding stock
options, thereby reducing the outstanding options disclosed in Note 4 from
1,650,000 to 55,000 with an approximate exercise price of $4.50.
On February 27, 1998, ACC acquired all of the outstanding common shares of
Clearview Capital Corporation ("CCC") from Clearview Holding Corporation SA
("CCH"), by issuance of ACC's common stock to CHC sufficient to give CHC a 75%
interest in the common stock of ACC. CCC is a California company engaged in the
business of purchasing and marketing home improvement loans partially insured by
the Federal Housing Administration and loans for debt consolidation and home
improvements. ACC is the legal surviving corporation and, effective February 27,
1998, is traded on the NASDAQ with the symbol ACCT. For accounting purposes, CCC
is the surviving corporation and will record the transaction as a purchase.
F-17
<PAGE> 33
14. MERGER/ACQUISITION (CONTINUED)
Pro-forma financial information for the twelve month period ended December 31,
1997 is set forth below for the Company and CCC:
<TABLE>
<CAPTION>
Sunport Clearview
Medical Capital
Corporation Corporation
(unaudited) (unaudited) Pro-Forma
------------ ------------ ------------
<S> <C> <C> <C>
BALANCE SHEET
Cash $ 1,372,715 $ 407,297 $ 1,780,012
Accounts Receivable 24,964 851,614 876,578
Investment Securities -
Available for Sale -- 14,106,911 14,106,911
Notes Receivable 283,583 -- 283,583
Prop. & Equipment-net 10,304 558,813 569,117
Other Assets 51,047 897,720 948,767
------------ ------------ ------------
Total Assets $ 1,745,741 $ 16,822,355 $ 18,568,096
============ ============ ============
Accounts Payable $ 70,329 $ 13,464,983 $ 13,535,312
Other Liabilities 529,836 568,734 1,098,570
------------ ------------ ------------
Total Liabilities 600,165 14,033,717 14,633,882
Common Stock 6,408,467 271,739 6,680,206
Addl. Paid-in Capital -- 828,261 828,261
Retained Earnings (5,262,891) 1,688,638 (3,574,253)
------------ ------------ ------------
Ttl. Stockholders' Equity 1,145,576 2,788,638 3,934,214
------------ ------------ ------------
Total Liabilities and
Shareholders' Equity $ 1,745,741 $ 16,822,355 $ 18,568,096
============ ============ ============
INCOME STATEMENT
Net Revenues $ 218,213 $ 7,077,838 $ 7,296,051
------------ ------------ ------------
Operating Costs & Expenses 2,282,296 5,272,763 7,555,059
Interest 177 435,464 435,641
------------ ------------ ------------
Total Operating Expense 2,282,473 5,708,227 7,990,700
------------ ------------ ------------
Operating Income (Loss) (2,064,260) 1,369,611 (694,649)
Non-Operating Loss (1,101,262) -- (1,101,262)
------------ ------------ ------------
Income (Loss) before Tax (3,165,522) 1,369,611 (1,795,911)
Income Tax Expense (Benefit) (60,956) 602,629 541,673
------------ ------------ ------------
Net Income (Loss) $ (3,104,566) $ 766,982 $ (2,337,584)
============ ============ ============
Income (Loss) per Share $ (.16) $ .35 $ (.12)
============ ============ ============
</TABLE>
F-18
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER
31, 1997 AUDITED FINANCIAL STATEMENTS OF SUNPORT MEDICAL CORPORATION AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS IN FORM
10-KSB FOR THE YEAR ENDED DECEMBER 31, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,373,000
<SECURITIES> 0
<RECEIVABLES> 309,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,681,000
<PP&E> 45,000
<DEPRECIATION> 35,000
<TOTAL-ASSETS> 1,746,000
<CURRENT-LIABILITIES> 599,750
<BONDS> 0
0
0
<COMMON> 6,408,000
<OTHER-SE> (5,263,000)
<TOTAL-LIABILITY-AND-EQUITY> 1,746,000
<SALES> 30,000
<TOTAL-REVENUES> 30,000
<CGS> 234,000
<TOTAL-COSTS> 334,000
<OTHER-EXPENSES> (101,847)
<LOSS-PROVISION> 100,000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (407,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (305,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (406,643)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
