-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QzywrESxL/a4CK7WC06LI1Ez4YcAr1huJ0+v8q/ZcT6mQ9vHhF9HjR/iOBdqKjRq OBjrFNz6Nw/pkDUX/kzTiA== 0001010549-96-000060.txt : 19960513 0001010549-96-000060.hdr.sgml : 19960513 ACCESSION NUMBER: 0001010549-96-000060 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960510 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INAV TRAVEL CORPORATION CENTRAL INDEX KEY: 0000714256 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 592219994 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-11808 FILM NUMBER: 96559031 BUSINESS ADDRESS: STREET 1: 2225 EAST RANDOL MILL RD STREET 2: SUITE 323 CITY: ARLINGTON STATE: TX ZIP: 76011 BUSINESS PHONE: 8177928872 FORMER COMPANY: FORMER CONFORMED NAME: TWISTEE TREAT CORP DATE OF NAME CHANGE: 19910220 FORMER COMPANY: FORMER CONFORMED NAME: TWISTEE FREEZ CORP DATE OF NAME CHANGE: 19840917 10QSB 1 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 1996 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Commission File No. 0-11808 INAV TRAVEL CORPORATION Colorado 59-2219994 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2225 E. Randol Mill Road - Suite 305 Arlington, Texas 76011-6306 (817) 633-9400 Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X] Check whether the registrant 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 [X] No [ ] As of May 15, 1994, 49,485,000 shares of the Issuer's $.001 par value common stock were outstanding. Transitional Small Business Disclosure Format Yes [ ] No [x] INAV TRAVEL CORPORATION Form 10-QSB Quarter Ended March 31, 1996 INDEX PART I - FINANCIAL INFORMATION PAGE NUMBER Item 1 - Financial Statements Consolidated Balance Sheet March 31, 1996 (Unaudited) 3-4 Consolidated Statements of Operations - for the Three Months ended March 31, 1996 (Unaudited) 5 Consolidated Statements of Cash Flows for the Three Months ended March 31, 1996 (Unaudited) 6-7 Notes to Consolidated Financial Statements 8 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II - OTHER INFORMATION Item 5 - Other Information 9 Item 6 - Exhibits, Financial Statement Schedules and Reports on Form 8-K 10 SIGNATURES 10 2 INAV TRAVEL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET March 31, 1996 (UNAUDITED) ASSETS ------
ASSETS March 31, December 31, 1996 1995 ---- ---- CURRENT ASSETS Cash $ 23,000 $ 36,535 Trade accounts receivable 121,581 59,788 Notes receivable 9,000 - Total current assets 153,581 96,323 ------------ ----------- PROPERTY AND EQUIPMENT, NET 28,564 23,839 ------------ ----------- OTHER ASSETS Goodwill 947,528 956,045 Software development costs 90,158 51,879 Deposits 18,488 17,788 Total other assets 1,056,174 1,025,712 ------------ ----------- $ 1,238,319 $ 1,145,874 ============ ===========
- Continued - 3 INAV TRAVEL CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (continued) March 31, 1996 LIABILITIES AND SHAREHOLDERS' EQUITY
March 31, Dec. 31, 1995 1996 ---- ---- CURRENT LIABILITIES Bank Overdraft $ 15,339 $ 29,616 Notes Payable, including $38,214 and $130,172 respectively, due to related parties 238,495 397,741 Accounts payable 145,071 177,266 Accrued liabilities 247,294 142,754 Other liabilities 177,317 527,350 Deferred revenue 112,156 160,878 -------------- ----------- Total current liabilities 935,672 1,435,605 -------------- ----------- LONG TERM LIABILITIES Note Payable 1,164,898 710,898 Other liabilities 130,000 130,000 Total long term liabilities 1,294,898 840,898 SHAREHOLDERS' EQUITY Common stock .001 par value; 50,000,000 shares authorized; 49,485,000 shares issued 49,485 49,485 Additional paid-in capital 518,720 518,722 Retained Earnings (deficit) (1,478,417) (1,551,797) Treasury stock, at cost; 4,909,577and 57,518 shares, respectively (102,039) (147,039) -------------- ------------ Total shareholders' equity (deficit) (992,251) (1,130,631) -------------- ------------ $ 1,238,319 $ 1,145,874 ============== ============
4 INAV TRAVEL CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS THREE MONTHS ENDED 3/31/96 ENDED 3/31/95 ------------- ------------- REVENUES Service fee & broker income $ 1,816 $ 18,430 Smart card product sales - 13,997 Software & maintenance sales 603,099 54,598 Other income 30,008 5,329 ------------- ------------ Total revenues 634,922 92,354 ------------- ------------ COST OF REVENUES Cost of service & broker fees - 3,204 Cost of smart card product sales - 6,898 Cost of software & maintenance 102,839 43,839 ------------- ------------ Total cost of revenues 102,839 53,941 ------------- ------------ GROSS PROFIT 532,083 38,414 ------------- ------------ OPERATING EXPENSES Selling, general & administrative 429,839 145,357 Depreciation and amortization 5,616 10,041 Loss (Gain) on disposition of assets held for resale and related note receivable - 28,417 ------------- ------------ Total operating expenses 435,455 183,814 ------------- ------------ INCOME FROM OPERATIONS 96,628 (145,401) ------------- ------------ OTHER INCOME (EXPENSES) Interest income(expense), net (1,038) 922 Other, net (2,211) 636 ------------- ------------ Total other income(expense), net (3,249) 1,558 ------------- ------------ NET INCOME BEFORE TAXES 93,379 (146,959) PROVISION FOR INCOME TAXES - - NET PROFIT (LOSS) $93,379 $ (146,959) ============= ============ Income per weighted-average common share $ 0.002 $ (0.01) ============= ============ Weighted-average common shares outstanding $ 49,485,000 $49,485,000 ============= ============
5 INAV TRAVEL CORPORATION AND SUBSIDIARIES CONSOLDIATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31, 1996 1995 ----- ---- CASH FLOWS FROM OPERATING ACTIVITIES Net Income(Loss) for the period $ 93,379 $ (690,487) Adjustments to reconcile net income(loss) to net cash used by operating activities: Depreciation 5,616 129,467 Loss on write down of software 77,885 Loss on disposition and write down of assets held for sale and related notes receivable Gain on disposition of PC3 assets and certain 168,972 liabilities Changes in assets and liabilities (17,944) Trade accounts receivable (61,793) Inventories - (3,420) Notes receivable - 18,732 Prepaid expenses and other - 22,479 Deposits (700) 1,500 Accounts payable 32,195 (58,059) Accrued Liabilities (104,540) (113,384) Other Liabilities 350,033 12,456 Deferred revenues 48,722 160,878 Other 1,034 0 ------------ --------------- Net cash used by operating activities 363,946 (290,925) ------------ --------------- CASH FLOWS FROM INVESTING ACTIVITIES Disposal (Purchase) of property and equipment (4,725) (3,227) Software development costs capitalized (38,279) (55,750) Cash paid in connection with sale of PC3 - (2,580.00) Proceeds from sale of Assets held for Sale and related notes receivable 295,512 Collections on notes receivable (9,000) 75,000 Advances on notes receivable - - ------------ --------------- Net cash provided (used) by investing activities (52,004) 308,955 ------------ --------------- CASH FLOWS FROM FINANCING ACTIVITIES Receipts on notes payable 454,000 (556,854) Principle payments on notes payable (159,246) 561,538 Increase (decrease) in cash overdraft (14,277) 7,593 Purchase of treasury stock 45,000 - ------------ --------------- Net cash provided by financing activities 325,477 12,277 INCREASE / (DECREASE) IN CASH (13,535) 30,307 ------------ --------------- Cash at beginning of period 36,535 6,228 Cash at end of period $ 23,000 $ 36,535 ============ =============== SUPPLEMENTAL INFORMATION Cash paid during the period for interest $ 1,038 $ 87,427 ============ =============== SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCIAL ACTIVITIES Issuance of note payable for acquisition of assets and certain liabilities of Santiago $ - $ 529,000 ============ ===============
INAV TRAVEL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS March 31, 1996 (Unaudited) 1. BASIS OF PRESENTATION Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, although management believes the disclosures herein are adequate to make the information presented not misleading. These interim financial statements should be read in conjunction with the most recent financial statements of INAV Travel Corporation included in the Company's report on Form 10-KSB for the year ended December 31, 1995. The interim financial information included herein is unaudited; however it reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of financial position, results of operations and cash flows for the interim period. The results of operations for the three months ended March 31, 1996 are not necessarily indicative of the results to be expected for the full year. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company - ----------- INAV Travel Corporation (the "Company") is a leading provider of practice management software and cash management resources to physicians, dentists, chiropractors and medical billing centers. As of March 31, 1996, the Company provides business management services to approximately 3,400 physicians, dentists, chiropractors with over 2,300 physical locations supporting these services. The Company's objective is to increase the number of physician customers using its practice management software products and through the use of a common software platform, become an important link for the electronic exchange of information between physician practices and connecting service providers. Currently over 250 clients are on line to process information for financial services through the Company's OneClaim Plus (TM) practice management system. In the future, the Company also plans to establish Internet connections with customers through an Internet hub set up to work in conjunction with the practice management software. The Company's strategy for achieving this objective is to move the Company's 3,400 existing practice management customers to the SDS Health Network Information System, acquire new practice management systems under the SDS Health Network Platform and provide new and enhanced services along with related service products. 8 Results of Operations - --------------------- This section discusses the results of operations of the Company and its subsidiaries for the quarterly period ended March 31, 1996. Since the first of January 1996, the Company has been able to achieve several of its goals following the acquisition of Santiago SDS, Inc. In the quarterly period ended March 31, 1996, revenues of $634,921 were generated by claims servicing fees, consulting and software and maintenance sales. In the comparable quarter in 1995, revenues were $92,354. In the second quarter, the Company expects to release two new products involving the Internet which may substantially increase the Company's revenues. In the third quarter, the Company expects to introduce its Windows Practice Management Software, which will make the Company's practice management software compatible with the Windows operating system. Development of new product is an ongoing process. Operating Expenses for the first quarter 1996 consisted of $102,839 for cost of revenues and $435,455 for general and administrative expenses. In comparison, cost of revenues were $53,940 and general and administrative expenses were $183,814 for the first quarter in 1995. These expenses include costs associated with the processing and servicing of medical claims, personnel, building occupancy lease, new business and product development activities, as well as corporate, administrative, accounting and legal expenses. Net income was $93,379 as compared to net loss of $146,959 for the first quarter 1995. The Company is unable to measure the impact of future healthcare insurance legislation, if any, on its medical receivables business. The short and medium range impact of inflation on INAV's businesses is expected to be minimal. Liquidity and Capital Resources - ------------------------------- As of March 31, 1996, the Company had total assets of $1,238,319 with current assets of $153,581 and property, equipment and other assets of $28,564. Total current liabilities at March 31, 1996 were $935,672. Total long term liabilities were $1,294,898 of which $1,164,898 consisted of loans to the Company by certain of its officers, directors and shareholders. Net working capital at the end of the period was ($782,091). It is management's intent to generate sufficient cash flows to cover its normal operating and administrative costs but these cash flows were negative in the first quarterly period due to the cost of the Company's aggressive growth and product development activities, payments relating to pre-existing obligations and repayment of loans from certain officers, directors and shareholders. The Company is actively engaging in capital expenditure programs for its product systems, software and hardware products. The Company will attempt to enhance cash flows from operations through sales efforts and operating efficiencies and in addition, may attempt to sell stock or other securities through private placement or to obtain loans in 1996 as necessary to fund the continued development of the Company, its programs and strategic acquisitions. However, there can be no assurance that the Company will be successful in this regard. PART II - OTHER INFORMATION ITEM 5. OTHER INFORMATION On January 5th, 1996, in connection with the restructuring of the Company's liabilities, Robert T. Shaw was issued an unsecured Promissory Note in the amount of $455,000 at 8% interest maturing in December 1997. Mr. Shaw also purchased 4,500,000 shares of treasury stock for $45,000. The proceeds were used to restructure short term liabilities and enhance the Company's current software developments. 9 ITEM 6. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K Exhibits-All exhibits are incorporated by reference from prior filings with - -------- the Commission. Financial Statements-See Item 1 for financial statements filed with this report. - -------------------- Reports on Form 8-K - No reports were filed on Form 8K during this period. - ------------------- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INAV TRAVEL CORPORATION Date: May 10, 1996 /s/ Scott A. Haire ---------------------- Scott A. Haire, Chairman of the Board, Chief Executive Officer and President (Principal Financial Officer) EX-27 2
5 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 23,000 0 121,581 0 0 153,581 28,564 5,616 1,238,319 935,672 0 0 0 49,485 1,478,417 1,238,319 603,099 634,922 102,839 102,839 433,244 0 1,038 0 0 634,922 0 0 0 93,379 0.002 0.002
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