SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended December 31, 1995
Commission File No. 0-26288
CONTOUR MEDICAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 77-0163521
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(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
3340 Scherer Drive
St. Petersburg, Florida 33716
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(Address of Principal Executive Offices)
(813) 572-0089
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(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 such shorter period that the
Registrant was required to file such report(s), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [ X ] No [ ]
There were 4,613,841 shares of the Registrant's $.001 par value Common Stock
outstanding as of January 25, 1996.
CONTOUR MEDICAL, INC.
FORM 10-Q
INDEX
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Part I. Financial Information
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Item 1. Financial Statements Page
Consolidated Balance Sheets as of December 31, 1995
and June 30, 1995 3-4
Consolidated Statements of Operations for the Three
and Six Months Ended December 31, 1995 and 1994 5-6
Consolidated Statements of Cash Flows for the
Six Months Ended December 31 1995 and 1994 7-8
Notes to Consolidated Financial Statements 9-12
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 13-14
Part II. Other Information
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Item 1. Legal Proceedings 15
Item 2. Changes in Securities 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
[CAPTION]
December 31, June 30,
1995 1995
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(Unaudited)
[S] [C] [C]
ASSETS
Current:
Cash $ 42,593 $ 96,235
Accounts receivable - trade
Related parties (Note 4) 1,254,555 943,094
Other 871,615 760,703
Inventories (Note 5) 1,635,673 1,297,394
Refundable income taxes 10,680 10,680
Prepaid expenses and other 143,153 74,319
Due from parent (Note 4) 941,563 1,168,901
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Total Current Assets 4,899,832 4,351,326
Property and Equipment, less
accumulated depreciation (Note 6) 807,121 592,243
Other Assets:
Deposit on equipment 355,454 228,282
Other 4,575 4,575
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Total Other Assets 360,029 232,857
$6,066,982 $5,176,426
See accompanying notes to consolidated financial statements.
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
[CAPTION]
December 31, June 30,
1995 1995
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(Unaudited)
[S] [C] [C]
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable to banks -
credit lines (Note 7) $ 303,800 $ 245,600
Accounts payable 1,070,648 882,524
Accrued expenses 136,973 80,977
Current maturities of long-term
debt (Note 8) 168,477 168,477
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Total Current Liabilities 1,679,898 1,377,578
Long-term debt, less current
maturities (Note 8) 1,061,130 907,711
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Total Liabilities 2,741,028 2,285,289
Stockholders' Equity:
Preferred stock - Series A conver-
tible, $.001 par value, shares
authorized 1,265,000; issued
600,000, at aggregate liquidation
preference 2,400,000 2,400,000
Common stock $.001 par - shares
authorized 76,000,000; issued
4,613,841 and 4,573,600 3,833 3,808
Additional paid-in capital 986,661 781,738
Accumulated (Deficit) (64,540) (294,409)
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Total stockholders' equity 3,325,954 2,891,137
$6,066,982 $5,176,426
See accompanying notes to consolidated financial statements.
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
[CAPTION]
Three Months Ended
December 31, December 31,
1995 1994
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(Unaudited) (Unaudited)
[S] [C] [C]
SALES $2,512,220 $1,016,483
COST OF SALES 1,831,267 655,835
GROSS PROFIT 680,953 360,648
OPERATING EXPENSES 495,343 452,669
OTHER INCOME (EXPENSE) 132 (47,148)
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INCOME (LOSS) BEFORE INCOME TAXES 185,742 (139,169)
INCOME TAX EXPENSE 63,152 --
---------- ----------
NET INCOME (LOSS) $ 122,590 $ (139,169)
NET INCOME (LOSS) PER COMMON SHARE,
PRIMARY $ .03 $ (.05)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES 4,613,841 2,560,883
See accompanying notes to consolidated financial statements.
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
[CAPTION]
Six Months Ended
December 31, December 31,
1995 1994
------------ ------------
(Unaudited) (Unaudited)
[S] [C] [C]
SALES $4,750,349 $2,016,545
COST OF SALES 3,420,339 1,301,075
GROSS PROFIT 1,330,010 715,470
OPERATING EXPENSES 984,944 789,740
OTHER INCOME (EXPENSE) 3,220 (47,100)
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INCOME (LOSS) BEFORE INCOME TAXES 348,286 (121,370)
INCOME TAX EXPENSE 118,417 --
---------- ----------
NET INCOME (LOSS) $ 229,869 $ (121,370)
NET INCOME (LOSS) PER COMMON SHARE,
PRIMARY $ .05 $ (.05)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES 4,613,841 2,560,883
See accompanying notes to consolidated financial statements.
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
[CAPTION]
Six Months Ended
December 31, December 31,
1995 1994
------------ ------------
(Unaudited) (Unaudited)
[S] [C] [C]
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 229,869 $(121,370)
Adjustments to reconcile net income
(loss) to net provided (used) by
operating activities:
Depreciation 70,447 60,284
Tax benefit from NOL 118,417 --
(Increase) decrease in accounts
receivable (422,373) (41,521)
(Increase) decrease in inventories (338,279) 42,239
(Increase) decrease in other
current assets and other assets (68,834) 94,051
Increase (decrease) in accounts
payable 188,124 183,887
Increase (decrease) in accrued
expenses and other liabilities 55,996 (11,078)
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Total Adjustments (396,502) 327,862
Net cash provided (used) by
operating activities (166,633) 206,492
CASH FLOW FROM INVESTING ACTIVITIES:
Acquisition of equipment (412,497) (80,984)
Decrease in due from parent 227,388 --
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Net cash provided (used) by
investing activities (185,159) (80,984)
See accompanying notes to consolidated financial statements.
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
[CAPTION]
Six Months Ended
December 31, December 31,
1995 1994
------------ ------------
(Unaudited) (Unaudited)
[S] [C] [C]
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred offering costs $ -- $(55,767)
Net borrowing (payments) on loans 211,619 (35,326)
Proceeds from exercise of options 50,000 47,794
Payment of short-swing liability
by shareholder 36,531 --
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Net cash provided (used) by
financing activities 298,150 (43,299)
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NET INCREASE (DECREASE) IN CASH (53,642) 82,209
CASH BEGINNING OF PERIOD 96,235 56,997
CASH END OF PERIOD $ 42,593 $139,206
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION AND NON-CASH
ACTIVITIES:
[CAPTION]
[S] [C] [C]
Cash paid for interest $ 66,061 $ 28,045
Cash paid for income tax $ 930 $ --
See accompanying notes to consolidated financial statements.
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
1. Basis of Presentation
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The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments, consisting of normal recurring accruals, considered necessary for
a fair presentation have been included. It is suggested that these condensed
financial statements be read in conjunction with the financial statements and
notes thereto included in the June 30, 1995, audited financial statements for
Contour Medical, Inc. The results of operations for the periods ended
December 31, 1995 and 1994 are not necessarily indicative of the operating
results for the full year.
The consolidated financial statements include the accounts of Contour
Medical, Inc. ("CMI") and its wholly-owned subsidiaries, Contour Fabricators,
Inc. ("CFI") and Contour Fabricators of Florida, Inc. ("CFFI"), collectively
referred to as the Company. All material intercompany accounts and
transactions have been eliminated. CMI is a majority-owned subsidiary of
Retirement Care Associates, Inc. ("Parent").
2. Change in Method of Accounting for Taxes and Income
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Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("FAS 109") which
requires recognition of estimated income taxes payable or refundable on income
tax returns for the current year and for the estimated future tax effect
attributable to temporary differences and carry forwards. Measurement of
deferred income tax is based on enacted tax laws including tax rates, with the
measurement of deferred income tax assets being reduced by available tax
benefits not expected to be realized.
3. Change in Year End
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The Company changed its fiscal year end from December 31 to June 30
during 1995.
4. Related Party Transactions
--------------------------
During 1995, the Company began distributing medical supplies to health
care facilities owned, leased or managed by the Parent. Sales to these
facilities approximated $907,000 for the three month period ended December 31,
1995, and $1,653,000 for the six month period ended June 30, 1995. Trade
accounts receivable of $1,254,555 and $943,094 were outstanding as of December
31, 1995 and June 30, 1995, respectively, as related to these health care
facility sales. Additionally, the Company had an outstanding loan receivable
due from its parent company of $944,563 and $1,168,901 as of December 31, 1995
and June 30, 1995, respectively, which is due on demand with no stated
interest rate.
5. Inventories
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Inventories are summarized as follows:
[CAPTION]
December 31, June 30,
1995 1995
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[S] [C] [C]
Raw Materials $ 329,584 $ 259,952
Work in process 55,334 58,704
Finished goods 1,250,755 978,738
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$1,635,673 $1,297,394
All inventories are pledged as collateral.
6. Property and Equipment
----------------------
Property and equipment consist of the following:
[CAPTION]
December 31, June 30,
Useful Lives 1995 1995
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[S] [C] [C] [C]
Land -- $ 50,000 $ 50,000
Building 5-45 years 596,247 596,247
Machinery and equipment 3-7 years 1,278,095 1,034,568
Furniture and fixtures 5-7 years 128,593 124,651
Leasehold improvements 5 years 51,779 13,923
Vehicles 3-5 years 9,109 9,109
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2,113,823 1,828,498
Less accumulated depre-
ciation 1,306,702 1,236,255
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$ 807,121 $ 592,243
All property and equipment are pledged as collateral (see Notes 7 and 8).
7. Notes Payable to Banks
----------------------
Notes payable to banks consists of the following:
[CAPTION]
December 31, June 30,
1995 1995
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[S] [C] [C]
Borrowings under CFFI's $250,000 line
of credit, interest at prime plus 1%
(10% and 9.75% at June 30 and December
31, 1995, respectively), payable monthly,
collateralized by accounts receivable
and inventory $248,800 $245,600
Borrowings under lines of credit 55,000 --
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$303,800 $245,600
8. Long-term Debt
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Long-term debt consists of the following:
[CAPTION]
December 31, June 30,
1995 1995
------------ ----------
[S] [C] [C]
Mortgage payable to bank, bearing interest
at 8.58%, principal and interest of $6,793,
due monthly through 2003, collateralized by
accounts receivable, inventory, equipment
and real property $ 436,455 $ 491,622
Mortgage payable to bank, interest at prime
plus .75% (9.75% and 9.5% at June 30 and
December 31, 1995, respectively), principal
of $1,190 plus interest due monthly through
2000, collateralized by accounts receivable,
inventory, equipment and real property 71,431 78,571
Note payable to bank, interest at prime plus
.75% (9.75% and 9.5% at June 30 and December
31, 1995, respectively), principal and
interest of $3,044 due monthly through May
2000, collateralized by accounts receivable,
inventory, equipment and real property 436,721 182,622
Note payable to bank, interest at prime plus
1% (10% and 9.75% at June 30 and December 31,
1995, respectively), principal of $5,000 plus
interest due monthly through June 2000,
collateralized by equipment 270,000 300,000
Note payable to bank, interest at prime plus
1% (10% and 9.75% at June 30 and December 31,
1995, respectively), principal and interest
of $1,667 due monthly through August 1996,
collateralized by accounts receivable, inven-
tory and equipment 15,000 23,333
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1,229,607 1,076,188
Less current maturities 168,477 168,477
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Total long-term debt $1,061,130 $ 907,711
The net book value of property and equipment collateralized under the
above debt agreements was $807,121 and $592,243 as of December 31, 1995 and
June 30, 1995, respectively.
Certain of the above agreements contain certain financial and operating
covenants, including requirements that the Company maintain certain net worth
levels and satisfy current and debt-to-net-worth ratios. The Company was in
compliance with all debt covenants as of December 31, 1995 and June 30, 1995.
The aggregate maturities of long-term debt are as follows as of December
31, 1995:
[S] [C]
1996 $168,477
1997 $162,136
1998 $159,456
1999 $163,798
2000 $168,527
Thereafter $321,896
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following should be read in conjunction with the attached Financial
Statements and Notes thereto of the Company.
Three Months Ended December 31, 1995, Compared to Three Months Ended December
31, 1994
- -----------------------------------------------------------------------------
As a result of the factors discussed below, for the three months ended
December 31, 1995, the Company had net income of $122,590 compared to a net
loss of $(139,169) for the three months ended December 31, 1994.
Sales increased by $1,495,737 for the three months ended December 31,
1995 as compared to the three months ended December 31, 1994. Approximately
$320,000 of this increase related to an increase in demand for the Company's
traditional product lines and approximately $268,000 of the increase resulted
from sales of pre-packaged kits to other than nursing homes. Approximately
$907,000 of the sales increase was attributed to sales of bulk medical
supplies and pre-packaged kits to nursing homes managed by the Company's
parent. These sales, which started during April 1995, represent a new market
for the Company. Approximately $112,000 of these nursing home sales represent
sales of the Company's pre-packaged kits and the remainder of the nursing home
sales represents sales of bulk medical supplies. The Company expects
continued growth in sales to nursing homes of bulk medical supplies and kits
as the Parent expands the number of nursing homes it manages or operates.
Gross profit for the three months ended December 31, 1995, was $680,953
or 27% of sales, as compared to $360,648 or 35% of sales, for the same period
of the previous year. The decrease in gross profit as a percentage of sales
is primarily due to the fact that pre-packaged kits and bulk medical supply
products have lower gross profit margins.
Operating expenses for the three month period ending December 31, 1995,
were $495,343 as compared to $452,669 in 1994. The operating expenses
increased approximately 9% as the result of higher administrative and
marketing costs due to the increased level of sales and overall business
activity.
Six Months Ended December 31, 1995, Compared to Six Months Ended December 31,
1994
- -----------------------------------------------------------------------------
As a result of the factors discussed below, for the six months ended
December 31, 1995, the Company had net income of $229,869 compared to a net
loss of $(121,370) for the six months ended December 31, 1994.
Sales increased $2,733,804 for the six months ended December 31, 1995,
as compared to 1994. Approximately $510,000 of this increase was due to
increased demand for the Company's traditional product lines, and
approximately $570,000 of the increase resulted from sales of pre-packaged
kits to other than nursing homes. Approximately $1,653,000 of the sales
increase was attributed to sales of bulk medical supplies and pre-packaged
kits to nursing homes managed or operated by the Company's Parent. There were
no sales to nursing homes in the comparable period of 1994. Approximately
$205,000 of these nursing home sales represent sales of the pre-packaged kits
and the remainder of $1,448,000 represents sales of bulk medical supplies to
the nursing homes.
Gross profit for the six months ended December 31, 1995, was $1,330,010
or 28% of sales, as compared to $715,470 or 35% of sales, for the same period
of the previous year. The decrease in gross profit as a percentage of sales
is primarily due to the fact that pre-packaged kits and bulk medical supply
products have lower gross profit margins.
Operating expenses for the six month period ending December 31, 1995,
were $984,944 as compared to $789,740 in 1994. The operating expenses
increased approximately 25% as the result of higher administrative and
marketing costs due to the increased level of sales and overall business
activity.
Liquidity and Capital Resources
- -------------------------------
At December 31, 1995, the Company had $3,219,934 of working capital as
compared to $2,973,748 on June 30, 1995. The increase was primarily due to
increased inventory and receivables net of payables resulting from increased
sales volume.
Operating activities for the six months ended December 31, 1995,
utilized cash of $166,633 as compared to operating activities during the six
months ended December 31, 1994, which provided cash of $206,492. The
increased use of cash was primarily due to increases in inventory and accounts
receivable, net of increased payables.
Inventories increased by approximately 26% from June 30, 1995 to
December 31, 1995, because of the need to carry more inventory to serve the
growing nursing home market. Accounts receivable and accounts payable have
increased due to the increased level of sales.
The cash flows from investing activities utilized $189,159 during the
six months ended December 31, 1995, were a result of the repayment of $227,338
from the Company's parent which was offset by the use of $412,497 for the
acquisition of additional equipment.
Cash flow of $298,150 was provided from financing activities in 1995,
whereas in 1994 cash flows from financing activities used cash of $43,299.
During the six months ended December 31, 1995, $211,619 was provided from net
bank borrowings, $50,000 was provided by the exercise of stock options, and
$36,531 was provided by payment of a short-swing liability by a shareholder.
The Company currently maintains a total of $350,000 in lines of credit
with its banks for short-term working capital needs. As of December 31, 1995,
$303,800 had been borrowed against these lines. Management believes that the
Company's working capital, together with anticipated net income from
operations and unused lines of credit, will be adequate to meet the Company's
needs for liquidity for at least the next twelve months. If additional
short-term capital is needed, management believes that the Company's Parent
would pay down the amount it owes to the Company.
Other than the transaction described below, the Company presently has no
commitments for material capital expenditures.
The Company has entered into a Letter of Intent to acquire a company
engaged in the bulk medical supply distribution business through a merger of
such company into a newly formed subsidiary of the Company. Under the terms
of the Letter of Intent, the Company will be required to issue shares of its
Common Stock and pay $300,000 in cash in connection with the merger. The
Company intends to finance the cash portion of the merger out of the Company's
working capital.
Seasonality and Inflation
- -------------------------
The Company's business is relatively consistent and stable on a monthly
basis, and has not indicated any seasonality over the prior three fiscal
periods.
In addition, the Company does not believe that inflation has had a
material effect on its results from operations during the past three fiscal
years. There can be no assurance, however, that the Company's business will
not be affected by inflation in the future.
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
On January 30, 1996, the Company entered into a Letter of Intent with a
bulk medical supply company located in the Southeast pursuant to which the two
companies have proposed to merge the other company into a newly formed
subsidiary of the Company. Under the terms of the Letter of Intent, the
Company would issue shares of its Common Stock equal in value to $2,100,000
and pay $300,000 in cash in connection with the merger.
The bulk medical supply company has annual revenues of approximately
$10,000,000.
The completion of the proposed merger is subject to the execution of a
definitive agreement and certain conditions outlined in the Letter of Intent.
The Company expects to complete the merger in March 1996.
Item 6. Exhibits and 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.
CONTOUR MEDICAL, INC.
Date: February 8, 1996 By /s/ Gerald J. Flanagan
---------------------------------------
Gerald J. Flanagan, President
EXHIBIT INDEX
[CAPTION]
EXHIBIT METHOD OF FILING
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[S] [C] [C]
27. Financial Data Schedule Filed herewith electronically