U.S. 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 September 30, 1997
Commission File No. 0-26288
CONTOUR MEDICAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 77-0163521
- ------------------------------ ----------------------------------
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
6025 Shiloh Road,
Alpharetta, Ga 30005
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(Address of Principal Executive Offices)
(770) 886-2600
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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 8,215,543 shares of the Registrant's $.001 par value Common Stock
outstanding as of September 30, 1997.
CONTOUR MEDICAL, INC.
FORM 10-Q
INDEX
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Part I. Financial Information
- ------ ---------------------
Item 1. Financial Statements Page
Consolidated Balance Sheets as of September 30, 1997
and June 30, 1997 3-4
Consolidated Statements of Operations for the Three
Months Ended September 30, 1997 and 1996 5
Consolidated Statement of Stockholder's Equity
for the Three Months Ended September 30, 1997 6-7
Consolidated Statements of Cash Flows for the
Three Months Ended September 30, 1997 and 1996 8-9
Notes to Consolidated Financial Statements 10-13
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14-15
2
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
September 30, June 30,
1997 1997
------------ -----------
(Unaudited)
ASSETS
Current:
Cash $ 104,309 $ 311,657
Accounts receivable - trade
Related parties (Note 3) 6,347,267 5,135,189
Other 11,355,079 7,811,635
Inventories 5,285,373 5,130,142
Refundable income taxes 559,209 572,875
Prepaid expenses and other 309,454 237,687
Due from parent (Note 3) 973,164 973,164
----------- -----------
Total Current Assets 24,933,855 20,172,349
----------- -----------
Property and Equipment, less
accumulated depreciation (Note 4) 2,319,971 1,492,918
----------- -----------
Other Assets:
Goodwill 10,035,100 10,109,927
Deposit on equipment 45,400 311,453
Other 459,518 434,529
----------- -----------
Total Other Assets 10,540,018 10,855,909
----------- -----------
$37,793,844 $32,521,176
See accompanying notes to consolidated financial statements
3
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
September 30, June 30,
1997 1997
------------- -----------
(Unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 5,111,457 3,839,548
Accrued expenses 537,995 728,784
Current maturities of long-term
debt (Note 5) 9,856,895 6,079,086
---------- ----------
Total Current Liabilities 15,506,347 10,647,418
Long-term debt, less current
maturities (Note 5) 5,473,841 5,473,841
---------- ----------
Total Liabilities 20,980,188 16,121,259
Stockholders' Equity:
Preferred stock - Series A conver-
tible, $.001 par value, shares
authorized 1,265,000; issued
600,000, outstanding 135,000,
at aggregate liquidation preference 623,414 623,414
Common stock $.001 par - shares
authorized 76,000,000; issued
8,215,543 and 8,127,376 (net of
$765 discount) 7,422 7,334
Additional paid-in capital 15,944,416 15,796,188
Retained earnings 238,404 (27,019)
---------- -----------
Total stockholders' equity 16,813,656 16,399,917
$37,793,844 $32,521,176
See accompanying notes to consolidated financial statements
4
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
Three Months Ended
September 30, September 30,
1997 1996
------------ ------------
(Unaudited) (Unaudited)
SALES TO NON-RELATED PARTIES $ 10,922,790 $11,076,530
SALES TO RELATED PARTIES 2,862,045 1,836,000
----------- -----------
TOTAL SALES 13,784,835 12,912,530
COST OF SALES 10,368,525 9,073,535
----------- -----------
GROSS PROFIT 3,416,310 3,838,995
OPERATING EXPENSES 2,909,420 2,937,158
OTHER:
Interest Expense 297,322 213,141
Other Income, net 68,267 8,425
------------ -----------
INCOME BEFORE INCOME TAXES 277,835 697,121
INCOME TAX EXPENSE 12,412 265,392
------------ -----------
NET INCOME $ 265,423 $ 431,792
NET INCOME PER COMMON SHARE $ .03 $ .07
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES 8,127,376 5,716,891
See accompanying notes to consolidated financial statements
5
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
(Unaudited)
Additional
Common Stock Paid-in
Shares Amount Capital
--------- ------ -----------
Balance, June 30, 1997 8,127,376 $7,334 $15,796,188
Exercise of common stock
warrants 42,000 42 59,958
Non-qualified options exercised
For common stock 46,167 46 88,270
Balance, September 30, 1997 8,215,543 $7,422 $15,944,416
--------- ------ -----------
See accompanying notes to consolidated financial statements
6
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders' Equity
(Unaudited)
Convertible
Preferred Stock
----------------- Retained
Shares Amount Earnings
-------- -------- -----------
Balance, June 30, 1997 135,000 $623,414 $ (27,019)
Net income -- -- 265,423
Balance, September 30, 1997 135,000 $ 623,414 $ 238,404
-------- --------- ----------
See accompanying notes to consolidated financial statements
7
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three Months Ended
September 30, September 30,
1997 1996
---------- ----------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $265,423 $ 431,729
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Depreciation & Amortization 230,447 163,661
(Increase) decrease in accounts
receivable (4,755,522) (6,900,443)
(Increase) decrease in inventories (155,231) (3,491,430)
(Increase) decrease in other
current assets and other assets (83,090) (8,523,219)
Increase (decrease) in accounts
payable 1,271,909 1,308,576
Increase (decrease) in accrued
expenses and other liabilities (190,789) 553,714
----------- ----------
Net cash provided (used) by
operating activities (3,416,853) (16,457,412)
CASH FLOW FROM INVESTING ACTIVITIES:
Deposit on equipment 266,053 (86,834)
Acquisition of equipment (982,673) (720,106)
Decrease (increase) in due
from parent -- (136,436)
------------ ----------
Net cash used by investing
activities (716,620) (943,376)
See accompanying notes to consolidated financial statements
8
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Three Months Ended
September 30, September 30,
1997 1996
------------ ------------
(Unaudited) (Unaudited)
CASH FLOWS FROM FINANCING ACTIVITIES:
Acquisition Notes Issued $ -- $10,850,000
Convertible debentures issued -- 5,000,000
Net borrowing on loans 3,777,809 1,179,552
Proceeds from exercise of options 88,270 --
Exercise of Warrants 60,000 625,506
------------ ----------
Net cash provided by financing
activities 3,926,125 17,655,058
------------ ----------
NET INCREASE (DECREASE) IN CASH (207,348) 254,270
CASH BEGINNING OF PERIOD 311,657 146,219
------------ ----------
CASH END OF PERIOD $ 104,309 $400,489
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION AND NON-CASH
ACTIVITIES:
Cash paid for interest $ 291,374 $199,255
See accompanying notes to consolidated financial statements.
9
CONTOUR MEDICAL, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
1. BASIS OF PRESENTATION
---------------------
The accompanying unaudited condensed consolidated 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, 1997, audited financial
statements for Contour Medical, Inc. The results of operations for the
periods ended September 30, 1997 and 1996 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 Medical -
Michigan, Inc. (formerly Contour Fabricators, Inc.) ("CFI"), Contour Medical
of Central Florida, Inc. (formerly Contour Fabricators of Florida, Inc.)
("CFFI") and, since March 1, 1996, AmeriDyne Corporation ("AmeriDyne"), and
effective July 1, 1996 Atlantic Medical Supply Company, Inc. ("Atlantic")
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 June 27, 1997, the Company sold all of its manufacturing assets,
including equipment, accounts receivable, customer lists, prepaid assets,
deposits, inventory and other assets. These assets were sold for $3,350,000
in cash to an unrelated third party, RawCar, L.L.P. The Company retained all
liabilities related to the assets sold. Upon completion of this sale, the
Company ceased all manufacturing activity.
2. CHANGE IN METHOD OF ACCOUNTING FOR TAXES AND INCOME
---------------------------------------------------
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 assets being reduced by available tax benefits not
expected to be realized.
3. 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 $2,862,045 for the three month period ended September
30, 1997. Trade accounts receivable of $6,347,267 and $5,135,189 were
outstanding as of September 30, 1997 and June 30, 1997, respectively, as
related to the sale of medical supplies to the Parent. Additionally, the
Company had an outstanding loan receivable due from its Parent of $973,164 at
September 30, 1997 and June
10
30, 1997, which is due within 45 days from the date of such loan and bears
interest at the prime rate.
4. PROPERTY AND EQUIPMENT
----------------------
Property and equipment consists of the following:
Useful Lives September 30, 1997 June 30, 1997
------------ ------------------ -------------
Land & Land Improvements -- 16,005 $ 9,841
Building and Improvements 5-45 years 1,165 6,159
Machinery and equipment 3-7 years 1,771,963 1,442,614
Furniture and fixtures 5-7 years 645,332 498,876
Leasehold improvements 5 years 486,176 74,717
Vehicles 3-5 years 179,092 84,853
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3,099,733 2,117,060
Less accumulated depreciation 779,762 624,142
---------- ----------
$2,319,971 $1,492,918
All property and equipment are pledged as collateral (see Notes 5 and 7).
5. NOTES PAYABLE
-------------
Notes payable at September 30, 1997 and June 30, 1997 consisted of the
following:
September 30, June 30,
1997 1997
------------ ---------
Borrowings under $10,000,000 line of credit,
interest at 30 day libor plus 200bp ( 7.68%
at September 30, 1997), payable monthly,
collateralized by accounts receivable,
inventory and guarantees by Retirement
Care Associates, Inc. Principal due
October 31, 1997 $9,479,873 5,886,545
Convertible debentures, interest at 9.00%
Payable monthly, principal due July 1, 2003,
Convertible into shares of common stock 5,000,000 5,000,000
Borrowings under $750,000 line of credit,
interest at prime (8.50% at September 30, 1997),
principal of $20,833 plus interest due monthly,
collateralized by accounts receivable,
inventory, furniture, fixtures, equipment,
machinery, bank accounts and guarantees
of Retirement Care Associates 750,000 750,000
Note payable to stockholder, interest at 10%,
principal and interest of $5,693, due monthly
through March 1999 94,786 109,252
11
Note payable to equipment company, interest at
14.0%, monthly installments of $405 including
interest. Matures October 1998 collataralized
by equipment. 4,513 5,546
Note payable to equipment company, interest at
11%, monthly installments of $533 including
interest. Matures December 1997,
collateralized by equipment 1,564 3,093
----------- -----------
$15,330,736 $11,552,927
Less current maturities (9,856,895) (6,079,086)
----------- -----------
$ 5,473,841 $ 5,473,841
Certain of the above agreements contain 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 September 30, 1997.
The aggregate maturities of long-term debt are as follows as of September 30,
1997:
1998 $9,856,895
1999 300,350
2000 744,567
2001 503,534
2002 446,325
Thereafter 3,479,065
SFAS No. 107, "Disclosure About Fair Value of Financial Instruments," requires
that the Company disclose estimated fair values for its financial instruments.
Fair value is defined as the price at which a financial instrument could be
liquidated in an orderly manner over a reasonable time period under present
market conditions. The rates of the Company's fixed obligations approximate
those rates of the adjustable loans. Therefore, the fair value of those loans
has been estimated to be approximately equal to their carrying value.
6. LEASE COMMITMENTS
-----------------
The Company is obligated under various non-cancelable leases for
equipment and office space. Future minimum lease commitments under operating
leases were as follows as of September 30, 1997.
1998 $823,473
1999 759,080
2000 765,375
2001 627,044
2002 540,590
Employment Agreement - The Company has entered into an employment
agreement with a key executive for a five-year period ending June 1998. The
agreement provides for annual base compensation of $100,000.
Litigation - During 1997 the Company was a defendent in a lawsuit filed
by one of its customers in a contractual dispute. On October 27, 1997 the
Company settled this suit for approximately $66,000.
12
7. INCOME TAXES:
------------
Income taxes are provided based on the liability method of accounting
pursuant to Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes."
As of June 30, 1997, the Company had net operating loss carry-forwards
for tax purposes, expiring at various dates ending July 30, 2012, of
approximately $1.1 million which includes approximately $516,000 attributable
to Contour Medical, Inc. for the period prior to January 1, 1993. Due to
certain change of ownership requirements of Section 382 of the Internal
Revenue Code, utilization of the Company's operating losses is expected to be
limited to approximately $414,000 per year. The deferred tax asset related to
the tax benefit of these losses has been offset by a valuation allowance due
to uncertainty of realization. The valuation allowance increased
approximately $89,000 during 1997.
The income tax benefit arising from the utilization of the net operating
losses attributable to CMI will be credited to additional paid-in capital when
recognized. During the three month period ending September 30, 1997, the
income tax benefit of utilizing net operating losses attributable to CMI was
approximately $82,000.
13
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 September 30, 1997 COMPARED TO THREE MONTHS ENDED September
30, 1996
- -----------------------------------------------------------------------------
As a result of the factors discussed below, for the three months ended
September 30, 1997, the Company had net income of $265,423 compared to
$431,729 for the three months ended September 30, 1996.
Sales increased by $872,305 for the three months ended September 30,
1997 as compared to the three months ended September 30, 1996. Revenues in
the quarter ended September 30, 1996 included sales from the Company's
manufacturing operations of approximately $1.1 million. The Company sold its
manufacturing assets and discontinued manufacturing operations in June, 1997.
All of the Company's sales generated in the quarter ended September 30, 1997
were attributable to its distribution of medical supplies. The increase of
approximately $2 million was the result of an increase in sales to the
Company's parent of approximately $1,026,000, with the balance of the
increase, or approximately $950,000, due to the expansion of the Company's
customer base.
Gross profit for the three months ended September 30, 1997, was
$3,416,310 or 24.8% of sales, as compared to $3,838,995 or 29.7% of sales, for
the same period of the previous year. The decrease in gross profit as a
percentage of sales is primarily the result of lower gross profit margins
typically earned on the distribution of bulk medical supplies as compared to
the gross profit margins historically earned by the Company's manufacturing
enterprise, the assets of which were sold in June, 1997. Following the sale
of its manufacturing assets, the Company ceased all manufacturing activities.
Operating expenses for the three month period ending September 30, 1997,
were $2,909,420 as compared to $2,937,158 in 1996. The operating expenses
remained relatively consistent, however as a percent of sales operating
expenses decreased 1.6%. The largest components of operating expenses are
indirect labor (including sales salaries and commissions), occupancy expense,
depreciation and amortization, and insurance.
Indirect labor, including sales salaries and commissions were
approximately $1,804,000, an increase of $272,179 compared to the same period
last year. Occupancy expense, depreciation and amortization and insurance
costs increased to approximately $779,072, an increase of $23,421 compared to
the same period last year.
Other income and expenses are made up of interest expense, debts
recovered that were previously written off, service charge income, and gains
and losses on the disposition of assets. Interest expense for the three month
period ending September 30, 1997 was $297,322 compared to $213,141 for the
same period last year. Interest expense has increased primarily as a result
of increased borrowings on the revolving credit facility to finance working
capital increases.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At September 30, 1997, the Company had $9,427,508 of working capital as
compared to $9,524,931 on June 30, 1997.
14
Operating activities for the three months ended September 30, 1997,
utilized cash of $3,416,853 as compared to operating activities during the
three months ended September 30, 1996, which utilized cash of $16,457,412.
The decrease in the use of cash was primarily due to the acquisition of
Atlantic Medical Supply in the first quarter of 1996.
The cash flows utilized for investing activities of $716,620 during the
three months ended September 30, 1997, were a result of the acquisition of
additional property and equipment for the expansion of the Company
distribution facilities.
Cash flow of $3,926,125 was provided from financing activities in the
three months ended September 30, 1997, whereas in the same period in 1996,
cash flows from financing activities provided cash of $17,655,058. The cash
flows provided from financing activities in the three months ended September
30, 1996 were used in the acquisition of Atlantic Medical Supply, Inc.
The Company currently maintains revolving lines of credit totaling $10
million with its banks for short-term working capital needs. As of September
30, 1997, $9,479,873 had been borrowed against these lines. On November 11,
1997, the Company increased its revolving line of credit with Barnett Bank by
$5 million to a total of $15 million.
On August 6, 1996, the Company acquired all of the outstanding stock of
Atlantic Medical Supply Company, Inc. ("Atlantic"), a distributor of
disposable medical supplies and a provider of third-party billing services to
the nursing home and home health care markets. The acquisition was made
retroactively to July 1, 1996. The Company paid $1.4 million in cash and
promissory notes totaling $10.5 million (the "Atlantic Promissory Notes") for
the stock of Atlantic, and subsequently paid an additional $50,000 in cash and
issued a promissory note for $350,000 to acquire a minority interest in a
subsidiary of Atlantic, Facility Supply, Inc. The cash for this transaction
came from the $5 million debenture placement that was completed on July 12,
1996. The Company paid the Atlantic Promissory Notes from the proceeds of a
$9.75 million loan from its parent, payable in accordance with the terms of a
promissory note that was convertible into shares of the Company's Common Stock
at the option of the note holder. The Company's parent simultaneously
converted this promissory note into 1,950,000 shares of Contour Common Stock.
The balance of the Atlantic Promissory Notes was paid by borrowing under the
Company's lines of credit.
The Company plans to open four additional distribution centers around
the United States during the next six months. Total capital expenditures
anticipated to fund this expansion will approximate $1.25 million. The
Company has received commitments from leasing and financing organizations in
amounts sufficient to meet these anticipated needs.
The Company presently does not anticipate any commitments for any other
material capital expenditures.
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.
15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. None.
ITEM 2. CHANGES IN SECURITIES. During the quarter ended September 30,
1997, the Company issued securities in a transaction which was not registered
under the Securities Act of 1933, as amended (the "Act"), as follows:
On September 29, 1997, the Company issued 42,000 shares of its
Common Stock in a private transaction to Wing Hin Chau upon the exercise of a
warrant for $60,000 in cash. With respect to this sale, the Company relied on
Section 4(2) of the Act. The Purchaser is a sophisticated investor and
represented that he was purchasing the shares for investment only and not for
the purpose of resale or distribution. The appropriate restrictive legend was
placed on the certificate and stop transfer instructions were issued to the
transfer agent.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None.
ITEM 5. OTHER INFORMATION.
On February 17, 1997, the Company entered into an Agreement and
Plan of Merger and Reorganization (the "Merger Agreement") by and among Sun
Healthcare Group, Inc. ("Sun"), Nectarine Acquisition Corporation, by a
wholly-owned subsidiary of Sun, and the Company, pursuant to which the
subsidiary of Sun would be merged with and into the Company. The Merger
Agreement was subsequently amended on August 21, 1997.
Subject to the terms and condition of the Merger Agreement
(including, without limitation, approval of the stockholders of the Company),
upon the effective time of the Merger, Sun will pay $8.50 in cash and/or Sun
common stock, at Sun's election, for each outstanding share of the Common
Stock of the Company not presently owned by Retirement Care (other than shares
of Common Stock held in the treasury of the Company, owned by Sun or its
subsidiary or held by persons who exercise their dissenters' rights under
Nevada law). As a result of the Merger, the Company will become a wholly-
owned subsidiary of Sun.
The Merger is subject to approval by the shareholders of Sun and
the stockholders of the Company. The merger remains subject to other customary
conditions. The Merger will be effective promptly following approval by the
Sun shareholders and the Company's stockholders, assuming satisfaction of the
other conditions to the Merger.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBIT 27 FINANCIAL DATA SCHEDULE Filed herewith electronically
(b) REPORTS ON FORM 8-K.
The Company filed a Report on Form 8-K dated August 14, 1997,
reporting information under Item 4 - Change in Registrant's Certifying
Accountant and Item 7 - Financial Statements and Exhibits, concerning the
resignation of Coopers & Lybrand L.L.P. as the Company's independent
accountants.
The Company filed a Report on Form 8-K dated August 21, 1997,
reporting information under Item 5 - Other Events and Item 7 - Financial
Statements, Pro Forma Financial Information and Exhibits, concerning an
amendment to the Agreement and Plan of Merger with Sun Healthcare Group, Inc.
16
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
19934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
CONTOUR MEDICAL, INC.
Date: November 14, 1997 By:/s/ Donald F. Fox
Donald F. Fox, President, Treasurer
and Chief Financial Officer
17
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------- ------------------------------
27. Financial Data Schedule Filed herewith electronically