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 March 31, 1996 Commission File No. 0-26288 CONTOUR MEDICAL, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Nevada 77-0163521 - ------------------------------ ---------------------------------- (State or Other Jurisdiction of (IRS Employer Identification Number) Incorporation or Organization) 3340 Scherer Drive St. Petersburg, Florida 33716 ---------------------------------------- (Address of Principal Executive Offices) (813) 572-0089 ---------------------------------------------------- (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 5,214,223 shares of the Registrant's $.001 par value Common Stock outstanding as of March 31, 1996. CONTOUR MEDICAL, INC. FORM 10-Q INDEX ----- Part I. Financial Information - ------ --------------------- Item 1. Financial Statements Page Consolidated Balance Sheets as of March 31, 1996 and June 30, 1995 3-4 Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 1996 and 1995 5-6 Consolidated Statement of Stockholder's Equity for the Nine Months Ended March 31, 1996 7 Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 1996 and 1995 8-9 Notes to Consolidated Financial Statements 10-13 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13-15 Part II. Other Information - ------- ----------------- 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 16 Item 5. Other Information 16 Item 6. Exhibits and Reports on Form 8-K 16 Signatures 17 CONTOUR MEDICAL, INC. AND SUBSIDIARIES Consolidated Balance Sheets March 31, June 30, 1996 1995 ------------ ---------- (Unaudited) ASSETS Current: Cash $ 68,717 $ 96,235 Accounts receivable - trade Related parties (Note 4) 1,584,209 943,094 Other 2,324,721 760,703 Inventories (Note 5) 2,792,021 1,297,394 Refundable income taxes 10,680 10,680 Prepaid expenses and other 144,843 74,319 Due from parent (Note 4) 613,563 1,168,901 ----------- ---------- Total Current Assets 7,538,754 4,351,326 Property and Equipment, less accumulated depreciation (Note 6) 1,012,150 592,243 Other Assets: Goodwill 1,351,321 -- Deposit on equipment 355,454 228,282 Other 302,863 4,575 ----------- ---------- Total Other Assets 2,009,638 232,857 $10,560,542 $5,176,426 See accompanying notes to consolidated financial statements. CONTOUR MEDICAL, INC. AND SUBSIDIARIES Consolidated Balance Sheets March 31, June 30, 1996 1995 ------------- ----------- (Unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable to banks - credit lines (Note 7) $ 1,097,200 $ 245,600 Accounts payable 1,842,547 882,524 Accrued expenses 266,903 80,977 Current maturities of long-term debt (Note 8) 295,843 168,477 ---------- ---------- Total Current Liabilities 3,502,493 1,377,578 Long-term debt, less current maturities (Note 8) 1,369,234 907,711 ---------- ---------- Total Liabilities 4,871,727 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 5,214,223 and 4,802,280 (net of $765 discount) 4,449 4,037 Additional paid-in capital 3,175,418 781,509 Retained earnings (Deficit) 108,948 (294,409) ---------- ---------- Total stockholders' equity 5,688,815 2,891,137 $10,560,542 $5,176,426 See accompanying notes to consolidated financial statements. CONTOUR MEDICAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations Three Months Ended March 31, March 31, 1996 1995 ------------ ------------ (Unaudited) (Unaudited) SALES $3,779,566 $1,358,462 COST OF SALES 2,751,524 842,246 GROSS PROFIT 1,028,042 516,216 OPERATING EXPENSES 775,212 454,689 OTHER INCOME (EXPENSE) 10,031 1,188 ---------- ---------- INCOME BEFORE INCOME TAXES 262,861 62,715 INCOME TAX EXPENSE 89,373 -- ---------- ---------- NET INCOME $ 173,488 $ 62,715 NET INCOME PER COMMON SHARE $ .03 $ .01 WEIGHTED AVERAGE NUMBER OF COMMON SHARES 4,967,739 5,220,799 See accompanying notes to consolidated financial statements. CONTOUR MEDICAL, INC. AND SUBSIDIARIES Consolidated Statements of Operations Nine Months Ended March 31, March 31, 1996 1995 ---------- ---------- (Unaudited) (Unaudited) SALES $8,529,915 $3,375,007 COST OF SALES 6,171,863 2,143,321 GROSS PROFIT 2,358,052 1,231,686 ---------- ---------- OPERATING EXPENSES 1,760,156 1,244,429 OTHER INCOME (EXPENSE) 13,251 (45,912) ---------- ---------- INCOME (LOSS) BEFORE INCOME TAXES 611,147 (58,655) INCOME TAX EXPENSE 207,790 -- ---------- ---------- NET INCOME (LOSS) $ 403,357 $ (58,655) NET INCOME (LOSS) PER COMMON SHARE $ .07 $ (.01) WEIGHTED AVERAGE NUMBER OF COMMON SHARES 4,885,602 4,520,799 See accompanying notes to consolidated financial statements. CONTOUR MEDICAL, INC. AND SUBSIDIARIES Consolidated Statement of Stockholders' Equity Additional Retained Common Stock Paid-in Earnings Shares Amount Capital (Deficit) --------- ------ ---------- --------- Balance, June 30, 1995 4,802,350 $4,037 $ 781,509 ($294,409) Exercise of common stock options 26,250 26 49,974 -- Correction of prior conver- sions of preferred stock 16,004 16 (16) -- Gain on sale of stock owned by stockholder -- -- 36,531 -- Acquisition of AmeriDyne Corporation 369,619 370 2,099,630 -- Tax benefit from utilization of net operating loss carryforward -- -- 207,790 -- Net income -- -- -- 403,357 Balance, March 31, 1996 5,214,223 $4,449 $3,175,418 $108,948 See accompanying notes to consolidated financial statements. CONTOUR MEDICAL, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Nine Months Ended March 31, March 31, 1996 1995 ---------- ---------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 403,357 $ (58,655) Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: Depreciation 111,863 79,484 Tax benefit from NOL 207,790 -- Changes in assets and liabilities net of effects from acquisition of AmeriDyne: (Increase) decrease in accounts receivable (825,785) (325,238) (Increase) decrease in inventories (234,060) (159,058) (Increase) decrease in other current assets and other assets (5,837) 91,245 Increase (decrease) in accounts payable 290,257 471,735 Increase (decrease) in accrued expenses and other liabilities 61,239 (59,308) ----------- ---------- Net cash provided by operating activities 8,824 40,205 CASH FLOW FROM INVESTING ACTIVITIES: Acquisition of equipment (549,017) (196,471) Decrease in due from parent 555,338 (165,000) Acquisition of AmeriDyne, net of cash acquired (322,297) -- ----------- --------- Net cash used by investing activities (315,976) (361,471) See accompanying notes to consolidated financial statements. CONTOUR MEDICAL, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows Nine Months Ended March 31, March 31, 1996 1995 ------------ ------------ (Unaudited) (Unaudited) CASH FLOWS FROM FINANCING ACTIVITIES: Deferred offering costs $ -- $ (55,767) Net borrowing (payments) on loans 193,103 (32,254) Proceeds from exercise of options 50,000 47,794 Payment of short-swing liability by shareholder 36,531 -- Proceeds from issuance of stock -- 2,204,000 ---------- ---------- Net cash provided by financing activities 279,634 2,163,773 ---------- ---------- NET INCREASE (DECREASE) IN CASH (27,518) 1,842,507 CASH BEGINNING OF PERIOD 96,235 56,998 ---------- ---------- CASH END OF PERIOD $ 68,717 $1,899,505 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NON-CASH ACTIVITIES: Cash paid for interest $ 109,168 $ 37,938 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 --------------------- 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 March 31, 1996 and 1995 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"), Contour Fabricators of Florida, Inc. ("CFFI") and, since March 1, 1996, AmeriDyne Corporation ("AmeriDyne"), 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"). On March 1, 1996,Contour Medical, Inc. acquired AmeriDyne through a merger which was accounted for as a purchase. The Company issued 369,619 shares of its common stock and paid $250,000 to the sole stockholder of AmeriDyne in connection with this purchase. 2. EARNINGS (LOSS) PER SHARE ------------------------- Earnings (loss) per common share are based on the weighted average number of common shares outstanding during each period after giving effect to a 1.05-for-1 forward stock split which occurred in March 1996. Common stock equivalents have not been included since the effect would be antidilutive. Cumulative dividends in arrears of $24,000, $72,000 and $8,000 related to the Company's Series A preferred stock have been deducted from net income for the three months ended March 31, 1996, nine months ended March 31, 1996 and three and nine months ended March 31, 1995, respectively. 3. CHANGE IN YEAR END ------------------ 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 $1,582,000 for the three month period ended March 31, 1996, and $3,235,000 for the nine month period then ended. Trade accounts receivable of $1,584,209 and $943,094 were outstanding as of March 31, 1996 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 $613,563 and $1,168,901 as of March 31, 1996 and June 30, 1995, respectively, which is due on demand with no stated interest rate. 5. INVENTORIES ----------- Inventories are summarized as follows: March 31, June 30, 1996 1995 ---------- ---------- Raw Materials $ 297,281 $ 259,952 Work in process 100,986 58,704 Finished goods 2,393,754 978,738 ---------- ---------- $2,792,021 $1,297,394 All inventories are pledged as collateral (see Notes 7 and 8). 6. PROPERTY AND EQUIPMENT ---------------------- Property and equipment consist of the following: March 31, June 30, Useful Lives 1996 1995 ------------ ---------- ---------- Land -- $ 50,000 $ 50,000 Building 5-45 years 596,247 596,247 Machinery and equipment 3-7 years 1,574,756 1,034,568 Furniture and fixtures 5-7 years 129,107 124,651 Leasehold improvements 5 years 181,422 13,923 Vehicles 3-5 years 58,745 9,109 ---------- ---------- 2,590,277 1,828,498 Less accumulated depre- ciation 1,578,127 1,236,255 ---------- ---------- $1,012,150 $ 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: March 31, June 30, 1996 1995 ---------- --------- Borrowings under CMI's and CFFI's $350,000 lines of credit, interest at prime plus 1% (10% and 9.75% at June 30 and March 31, 1996, respectively), payable monthly, collateralized by accounts receivable and inventory $ 328,800 $245,600 Borrowings under AmeriDyne's credit line of $975,000, interest at the bank's prime plus 1.25% (9.5% at March 31, 1996), payable monthly, collateralized by all the Company's assets 768,400 -- ---------- -------- $1,097,200 $245,600 8. LONG-TERM DEBT -------------- Long-term debt consists of the following: March 31, June 30, 1996 1995 ---------- ---------- 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 $ 402,678 $ 491,622 Mortgage payable to bank, interest at prime plus .75% (9.75% and 9.5% at June 30, 1995 and March 31, 1996, respectively), principal of $1,190 plus interest due monthly through 2000, collateralized by accounts receivable, inventory, equipment and real property 69,047 78,571 Note payable to bank, interest at prime plus .75% (9.75% and 9.5% at June 30, 1995 and March 31, 1996, respectively), principal and interest of $3,044 due monthly through May 2000, collateralized by accounts receivable, inventory, equipment and real property 465,365 182,622 Note payable to bank, interest at prime plus 1% (10% and 9.75% at June 30, 1995 and March 31, 1996, respectively), principal of $5,000 plus interest due monthly through June 2000, collateralized by equipment 255,000 300,000 Note payable to bank, interest at prime plus 1% (10% and 9.75% at June 30, 1995 and March 31, 1996, respectively), principal and interest of $1,667 due monthly through August 1996, collateralized by accounts receivable, inventory and equipment 10,000 23,333 Union Planters Bank of Jackson, Tennessee payable in monthly installments of $3,600 including interest at 9.0% and maturing May 15, 1997. Collateralized by all of the Company's assets 48,696 -- Union Planters Bank of Jackson, Tennessee payable in monthly installments of $5,266 including interest at 9.0% and maturing October 12, 1997. Collateralized by all of the Company's assets 223,349 -- Capital lease-G.E. Capital payable in monthly installments of $205, plus sales tax. Interest imputed at 5.39% and maturing April 1996. Collateralized by Canon copier. 204 -- Capital lease-Eaton Financial Corporation payable in monthly installments of $309, plus sales tax. Interest imputed at 14.6% and maturing June 1997. Collateralized by computer equipment. 3,744 -- Delta Handling Materials, Inc. note payable in 36 monthly installments of $533 including interest at 11.0% and maturing December 1997. Collateralized by Clark lift truck. 10,575 -- Note payable-stockholder Scott F. Lochridge. Payable in 36 monthly installments of $5,693 including interest at 10.0%. Unsecured. 176,419 -- ---------- ---------- 1,665,077 1,076,18? Less current portion 295,843 168,477 ---------- ---------- Total long-term debt $1,369,234 $ 907,711 The net book value of property and equipment collateralized under the above debt agreements was $1,012,150 and $592,243 as of March 31, 1996 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 March 31, 1996 and June 30, 1995. 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 MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31,1995 - ----------------------------------------------------------------------------- As a result of the factors discussed below, for the three months ended March 31, 1996, the Company had net income of $173,488 compared to $62,715 for the three months ended March 31, 1995. Sales increased by $2,421,104 for the three months ended March 31, 1996 as compared to the three months ended March 31, 1995. Approximately $180,000 of this increase related to an increase in demand for the Company's traditional product lines and approximately $896,000 of the increase resulted from sales by the Company's new subsidiary, AmeriDyne, acquired on March 1, 1996. Approximately $1,346,000 of the sales increase is attributed to sales of bulk medical supplies and pre-packaged kits to nursing homes owned, leased or managed by the Company's parent. These sales, which started during March 1995, represent a new market for the Company. Approximately $148,000 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 March 31, 1996, was $1,028,042 or 27% of sales, as compared to $516,216 or 38% 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 March 31, 1996, were $775,212 as compared to $454,689 in 1995. Operating expenses increased $166,800 as a result of the operating expenses of the AmeriDyne subsidiary and $153,723 as a result of higher administrative and marketing costs due to the increased level of sales and overall business activity. NINE MONTHS ENDED MARCH 31, 1996, COMPARED TO NINE MONTHS ENDED MARCH 31, 1995 - ------------------------------------------------------------------------------ As a result of the factors discussed below, for the nine months ended March 31, 1996, the Company had net income of $403,357 compared to a net loss of $(58,655) for the nine months ended March 31, 1995. Sales increased $5,154,908 for the nine months ended March 31, 1996, as compared to 1995. Approximately $690,000 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 and bulk medical supplies to customers other than nursing homes, and approximately $896,000 of the increase resulted from the AmeriDyne acquisition. Approximately $2,999,000 of the sales increase was attributed to sales of bulk medical supplies and pre-packaged kits to nursing homes owned, leased or managed by the Company's Parent. Approximately $330,000 of these nursing home sales represent sales of the pre-packaged kits and the remainder of $2,669,000 represents sales of bulk medical supplies to the nursing homes. Gross profit for the nine months ended March 31, 1996, was $2,358,052 or 28% of sales, as compared to $1,231,686 or 37% 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 nine month period ending March 31, 1996, were $1,760,156 as compared to $1,244,429 in 1995. The operating expenses increased by approximately $348,900 as the result of higher administrative and marketing costs due to the increased level of sales and overall business activity, and approximately $166,800 of the increase resulted from the new AmeriDyne subsidiary. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- At March 31, 1996, the Company had $4,036,261 of working capital as compared to $2,973,748 on June 30, 1995. The increase was primarily a result of the acquisition of the AmeriDyne subsidiary. Operating activities for the nine months ended March 31, 1996, provided cash of $8,824 as compared to operating activities during the nine months ended March 31, 1995, which provided cash of $40,205. Inventories increased by approximately $234,000 from June 30, 1995 to March 31, 1996, as a result of increased inventory levels needed to serve the growing nursing home market. Accounts receivable and accounts payable have increased due to the increased level of sales and inventories. Cash flows from investing activities used cash of $315,976 during the nine months ended March 31, 1996, as a result of the repayment of $555,338 from the Company's parent which was offset by the use of $549,017 for the acquisition of additional equipment and $322,297 for the AmeriDyne acquisition. Cash flow of $279,634 was provided from financing activities in fiscal 1996 versus $2,163,773 in 1995. During the nine months ended March 31, 1996, $193,103 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 $1,325,000 in lines of credit with its banks for short-term working capital needs. As of March 31, 1996, $1,097,200 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. The Company presently has no commitments for material capital expenditures. On March 1, 1996, the Company acquired AmeriDyne Corporation, a bulk medical supply company located in the Southeast. In connection with this agreement, the Company issued 369,619 shares of its Common Stock equal in value to $2,100,000 and paid $300,000 in cash. AmeriDyne Corporation has annual revenues of approximately $10,000,000. 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 On February 29, 1996, the Company held an Annual Meeting of Shareholders at which Chris Brogdon, Edward E. Lane and Darrell C. Tucker were elected to serve as Directors of the Company, and BDO Siedman, LLP was ratified as the Company's auditors. No other matters were presented for a vote at the meeting. The following sets forth the votes cast for and withheld in the election of the Directors. There were no broker non-votes. Nominees For Withheld ------------------ --------------- ----------- Gerald J. Flanagan 4,451,866 Votes 1,445 Votes Chris Brogdon 4,451,866 Votes 1,445 Votes Edward E. Lane 4,451,866 Votes 1,445 Votes Darrell C. Tucker 4,451,866 Votes 1,445 Votes The following sets forth the votes cast for, against and abstentions on the ratification of BDO Seidman, LLP as the Company's auditors. There were no broker non-votes. Proposal submitting to vote For Against Abstain -------------------------------- --------- ------- ------- Ratification of BDO Seidman, LLP 4,429,940 945 22,426 Item 5. Other Information Effective April 2, 1996, Donald F. Fox became the President, Treasurer and Chief Financial Officer of the Corporation. Gerald F. Flanagan, who had held these positions, relinquished such positions on that date. Mr. Flanagan continues to serve as the President of the Company's Florida and Michigan subsidiaries. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: None. (b) Reports on Form 8-K: The Company filed a Report on Form 8-K dated March 1, 1996 reporting information under Item 2 - Acquisition or Disposition of Assets of Form 8-K, concerning the acquisition of AmeriDyne Corporation. 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: May 13, 1996 By /s/ Donald F. Fox Donald F. Fox, President, Treasurer and Chief Financial Officer EXHIBIT INDEX EXHIBIT METHOD OF FILING - ------- ------------------------------ 27. Financial Data Schedule Filed herewith electronically