-----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, DyUctfM12mWxN2r0B9Y0Risi3rGhVRmK/yhDkY11Qajg1qVMJY9rK3H3hv8OPig/ nYZ8EZ5D4Eh27YZKxNWuRw== 0000849145-97-000003.txt : 19970505 0000849145-97-000003.hdr.sgml : 19970505 ACCESSION NUMBER: 0000849145-97-000003 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970113 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970502 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDCROSS INC CENTRAL INDEX KEY: 0000849145 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 592291344 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17973 FILM NUMBER: 97593893 BUSINESS ADDRESS: STREET 1: 3227 BENNET ST N CITY: ST PETERSBURG STATE: FL ZIP: 33713 BUSINESS PHONE: 8135211793 MAIL ADDRESS: STREET 1: 3227 BENNET STREET NORTH CITY: ST PETERSBURG STATE: FL ZIP: 33713 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K / A#1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 13, 1997 MEDCROSS, INC. (Exact name of registrant as specified in its charter) Florida 0-17973 59-2291344 (State or other jurisdiction (Commission File (I.R.S. Identification of incorporation) Number) No.) 3227 Bennet Street North, St. Petersburg, FL 33713 (Address of principal executive offices) Registrant's telephone number, including area code: (813) 521-1793 Item 7. Financial Statements and Exhibits (a); (b) Financial Statements; Pro Forma Financial Information The financial statements of FTI and the pro forma financial information relating to the acquisition required to be filed ursuant to this item, follow. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Medcross, Inc. (Registrant) Dated: May 1, 1997 By: /s/ John W. Edwards John W. Edwards, President Chief Executive Officer /s/ Karl S. Ryser, Jr. Karl S. Ryser, Jr. Treasurer and Chief Financial Officer FAMILY TELECOMMUNICATIONS, INCORPORATED Financial Statements for the period from the Date of Inception (March 20, 1996) to December 31, 1996 Report of Independent Accountants To the Shareholders of Family Telecommunications, Incorporated: We have audited the balance sheet of Family Telecommunications, Incorporated as of December 31, 1996, and the related statements of operations and cash flows for the period from the date of inception (March 20, 1996) to December 31, 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 audit 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Family Telecommunications, Incorporated as of December 31, 1996, and the results of its operations and its cash flows for the period from the date of inception (March 20, 1996) to December 31, 1996 in conformity with generally accepted accounting principles. COOPERS & LYBRAND L.L.P. Salt Lake City, Utah March 11, 1997 1
FAMILY TELECOMMUNICATIONS, INCORPORATED BALANCE SHEET as of December 31, 1996 ASSETS Current assets: Cash and cash equivalents $ 435,312 Accounts receivable (net of allowance for doubtful accounts of $781,787) 1,252,974 Accounts receivable - related party 30,726 Other current assets 20,696 --------- Total current assets 1,739,708 --------- Furniture and equipment: Communications equipment 1,004,121 Office furniture and equipment 218,558 --------- 1,222,679 Less accumulated depreciation (150,261) --------- Total furniture and equipment, net 1,072,418 Deposits 28,491 --------- Total assets $ 2,840,617 ========= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 139,579 Accrued liabilities 322,778 Accrued wages - officers 144,000 Advances from related party 120,000 Settlement payable to marketing group 200,000 Notes payable 124,000 Long-term debt - current portion 280,000 --------- Total current liabilities 1,330,357 --------- Long-term debt 1,711,216 --------- Total liabilities 3,041,573 --------- Commitments and contingencies (Note 7) Stockholders' deficit: Common stock, $.001 par value, 10,000 shares authorized, 4,000 issued and outstanding 4 Additional paid-in capital 1,036,915 Accumulated deficit (1,237,875) --------- Total stockholders' deficit (200,956) --------- Total liabilities and stockholders' deficit $ 2,840,617 =========
The accompanying notes are an integral part of the financial statements. 2
FAMILY TELECOMMUNICATIONS, INCORPORATED STATEMENT OF OPERATIONS For the period from March 20, 1996 (inception) to December 31, 1996 Revenues: Long distance service revenues $ 3,880,457 Operating expenses: Line costs 2,841,860 Commissions 460,030 Selling, general and administrative 1,352,732 Depreciation and amortization 150,261 Research and development 79,609 Bad debt expense 784,537 --------- Total operating expenses 5,669,029 --------- Operating loss (1,788,572) --------- Other income (expense): Income from sales of communications hardware to a related party, (net of $1,137,828 costs of goods sold) 585,541 Interest income 2,109 Interest expense (7,524) Other expense (29,429) --------- Total other income, net 550,697 --------- Net loss $(1,237,875) =========
The accompanying notes are an integral part of the financial statements. 3
FAMILY TELECOMMUNICATIONS, INCORPORATED STATEMENT OF CASH FLOWS For the period from March 20, 1996 (inception) to December 31, 1996 Cash flows from operating activities: Net loss $(1,237,875) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 150,261 Provision for losses on accounts receivable 784,537 Increase (decrease) from changes in: Receivables (2,068,237) Other current assets (20,696) Deposits (28,491) Accounts payable and accrued liabilities 2,440,577 Accrued wages - officers 144,000 Settlement payable to marketing group 200,000 -------- Net cash used in operating activities 364,076 --------- Cash flows from investing activities: Additions to furniture and equipment (112,764) --------- Net cash used in investing activities (112,764) --------- Cash flows from financing activities: Proceeds from short term notes payable 104,000 Payments on short term notes payable (40,000) Advances from related party 120,000 --------- Net cash provided by financing activities 184,000 --------- Increase in cash and cash equivalents 435,312 Cash and cash equivalents at beginning of year 0 --------- Cash and cash equivalents at end of year $ 435,312 ========= Supplemental disclosure of cash flow information: Cash paid during the year for interest $ 3,200 ========= Non-cash transactions: Contribution of equipment and furniture by shareholders in exchange for stock of the company $ 1,036,919 Additions to furniture and equipment financed with trade accounts payable $ 13,000 Additions to furniture and equipment financed with short-term note payable $ 60,000
The accompanying notes are an integral part of the financial statements. 4 FAMILY TELECOMMUNICATIONS, INCORPORATED NOTES TO FINANCIAL STATEMENTS 1. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES: Organization Family Telecommunications, Incorporated (the Company), a Utah corporation, began operations on March 20, 1996. The Company provides long-distance telephone services including 1-plus long distance service, toll free services (800/888), worldwide calling card service, worldwide prepaid phone card service, long distance cellular phone service, data line service and T-span service. Through its Carrier Agreement with MCI Telecommunications Corporation, the Company provides long-distance service in the 48 continental states. The Company is a switchless reseller (having no equipment) in all states but Arizona where the Company provides service through its own switches. This allows the Company to offer additional services in its home state and surrounding states and other customized services to its entire customer base. The following is a summary of significant accounting policies followed by the Company: Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents consist primarily of money market accounts that are readily convertible to cash. Furniture and Equipment Furniture and equipment are stated at cost. Depreciation is provided for financial reporting purposes using the straight-line method over the following estimated useful lives: Telecommunications equipment 5-7 Office equipment and furniture 3-7 Maintenance and repairs, which are not considered betterments and do not extend the useful life of assets, are charged to expense as incurred. The cost and related accumulated depreciation of assets sold or retired are removed from the accounts, and any resulting gain or loss is reflected in results of operations. Continued 5 FAMILY TELECOMMUNICATIONS, INCORPORATED NOTES TO FINANCIAL STATEMENTS 1. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES, Continued: Research and Development Company-sponsored research and development costs related to both present and future products are expensed currently. Income Taxes The Company has elected to be taxed as a U.S. small business corporation exempt from income taxes under Sub-Chapter S of the Internal Revenue Code. Accordingly, the Company's shareholders are responsible for federal and state income taxes on their respective portions of the Company's earnings. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk are primarily accounts receivable. In 1996 the Company generated approximately 89% of its long-distance revenues from one marketing group, although collections are made from each member of the group. The Company performs credit evaluations of its large customers but generally does not require collateral to support customer receivables. The majority of the Company's cash and cash equivalents are held by three financial institutions in Phoenix, Arizona. The Company has $175,000 which exceeds the FDIC insurance limits. Estimates Preparation of financial statements in conformity with generally accepted accounting principles requires 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 reporting period. Actual results could differ from those estimates. Continued 6 FAMILY TELECOMMUNICATIONS, INCORPORATED NOTES TO FINANCIAL STATEMENTS, Continued 2. ALLOWANCE FOR DOUBTFUL ACCOUNTS RECEIVABLE: The Company has estimated an allowance for doubtful accounts receivable in the amount of $781,787 as of December 31, 1996. Management's estimate takes into consideration current market conditions and the limited collection experience of the Company since inception. Actual write-offs of uncollectible accounts may differ from amounts estimated. 3. SETTLEMENT PAYABLE TO MARKETING GROUP: The Company entered into an agreement during 1996 with a marketing group wherein the group was to share in fees and profits related to telephone usage by the group's members, net of commissions paid to the members. In connection with this agreement, certain disagreements between the Company and the marketing group existed at year end. Subsequent to December 31, 1996, the Company entered into a settlement agreement with the marketing group, wherein the Company agreed to pay the marketing group $200,000 to satisfy all liabilities to the group under the original agreement. 4. NOTES PAYABLE: As of December 31, 1996, the Company has $124,000 in short-term notes payable to various banks and individuals which are due in 1997. Two notes totaling $100,000 are collateralized by some of the Company's furniture and equipment and bear interest at rates ranging from 8 to 11.5 percent. 5. RELATED PARTY TRANSACTIONS: The Company's principal shareholder, is a brother of the president of I-Link Worldwide, Inc. ("I-Link") a subsidiary of Medcross, Inc. During the period from March 20, 1996 (inception) to December 31, 1996, the Company rendered long distance services and sold switching equipment to I-Link. Revenues and expenses relating to these transactions are as follows: Long distance revenues $ 5,026 Revenues from sale of switching equipment $ 1,723,369 Cost of switching equipment sold $ 1,137,828 Continued 7 FAMILY TELECOMMUNICATIONS, INCORPORATED NOTES TO FINANCIAL STATEMENTS, Continued 5. RELATED PARTY TRANSACTIONS, Continued: As of December 31, 1996 the Company had a receivable from I-Link for services in the amount of $30,726 and an advance in the amount of $120,000 from I-Link for services to be rendered by the Company for I-Link subsequent to year-end. Subsequent to December 31, 1996, the Company entered into a share exchange agreement for the acquisition of the Company by Medcross, Inc. (See Note 8 - Subsequent Events) 6. COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL: At the inception of the Company, owners contributed assets valued at $1,036,919 in exchange for 4,000 shares of the Company's common stock. The contributed assets consisted primarily of telephone switching equipment and office equipment. 7. COMMITMENTS AND CONTINGENCIES: Leases The Company leases office space under non-cancelable operating leases. Rental expense for 1996 was $73,000. The leases grant a security interest in substantially all of the Company's furniture and equipment during the term of the lease. Future minimum lease payments under these leases are as follows: 1997 $ 109,000 1998 113,000 1999 119,000 2000 93,000 2001 35,000 ------- $ 469,000 ======= Continued 8 FAMILY TELECOMMUNICATIONS, INCORPORATED NOTES TO FINANCIAL STATEMENTS, Continued 7. COMMITMENTS AND CONTINGENCIES, Continued: Employment Agreements The Company has employment agreements with six employees of the Company providing for a salary continuation (usually five years) in the event of termination for reasons other than cause. As of December 31, 1996, if all of the employees under contract were to be terminated by the Company without cause under these contracts, the Company's total future payments to these employees would be approximately $1,400,000. 8. SUBSEQUENT EVENTS: Restructuring of Account Payable into Long-Term Debt As of December 31, 1996 the Company had an account payable in the amount of $1,991,216 to a long distance provider for the Company's line costs. Subsequent to year-end the Company entered into an agreement wherein the $1,991,216 payable and the Company's line charge for January 1997 of approximately $700,000 were converted to a long-term note payable with interest payable at 7%. No interest will be charged until May 5, 1997. The note calls for payments of $50,000 per month beginning May 5, 1997 increasing to $75,000 on April 5, 1998 and $150,000 on October 5, 1998 with a balloon payment of $1,100,000 due on April 5, 1999. Principal payments under the note will be as follows: December 31 1997 $ 280,000 1998 901,000 1999 1,519,000 --------- $ 2,700,000 ========= Continued 9 FAMILY TELECOMMUNICATIONS, INCORPORATED NOTES TO FINANCIAL STATEMENTS, Continued 8. SUBSEQUENT EVENTS, Continued: Restructuring of Account Payable into Long-Term Debt, Continued Under terms of this agreement, the Company is also obligated to make payments on current usage in the amount of $600,000 for February 1997 usage (with a true-up payment 30 days after receipt of the February invoice) and weekly payments for subsequent months current usage in the amount of $125,000 for March and April 1997 and $150,000 for May 1997 and subsequent usage periods. True-up payments for each month will be 30 days after receipt of the respective month's invoice. If usage increases or decreases more than 20% in any weekly or monthly period, the weekly payment will be adjusted consistent with that usage. Acquisition of the Company by Medcross, Inc. Subsequent to year-end and effective January 1, 1997, the Company entered into a share exchange agreement (the "agreement") with Medcross, Inc. (Medcross). Under the agreement, Medcross will acquire 100% of the Company's outstanding shares of common stock in exchange for 400,000 shares of common stock of I-Link subject to certain contingencies, approval by Medcross shareholders at Medcross' next Shareholders' meeting of an amendment to Medcross' Articles of Incorporation increasing the number of authorized common shares of Medcross and entering into employment contracts with Robert Edwards and Jerry Nelson. 10
MEDCROSS, INC. AND FAMILY TELECOMMUNICATIONS, INCORPORATED (FTI) PRO FORMA COMBINED BALANCE SHEET As of December 31, 1996 (Unaudited) Pro Forma Medcross, Inc. FTI Adjustment Pro Forma -------------- ----------- ------------ ----------- ASSETS Current assets: Cash and cash equivalents $ 4,500,227 $ 435,312 $ 4,935,539 Accounts receivable less allowances of $1,433,806 780,907 1,283,700 $ (120,000) (D) 1,944,607 Inventory less allowances of $260,033 557,036 - 557,036 Certificate of deposit - restricted 208,500 - 208,500 Prepaid expenses 47,472 - 47,472 Other current assets 11,411 20,696 32,107 ---------- --------- ---------- Total current assets 6,105,553 1,739,708 7,725,261 ---------- --------- ---------- Property and equipment Office furniture, equipment and leasehold improvements 388,191 218,558 606,749 Network services furniture and equipment 2,110,996 1,004,121 (84,725) (B) 3,030,392 Medical equipment and vehicles 2,975,701 - 2,975,701 ---------- --------- ---------- 5,474,888 1,222,679 6,612,842 Less accumulated depreciation (2,618,252) (150,261) 150,261 (B) (2,618,252) ----------- --------- ---------- Net property and equipment 2,856,636 1,072,418 3,994,590 ----------- --------- ---------- Other assets: Intangible assets, net 486,028 - 2,550,003 (A) 3,036,031 Certificate of deposit - restricted 1,761,312 - 1,761,312 Other assets 224,301 28,491 252,792 ---------- --------- ---------- Total other assets 2,471,641 28,491 5,050,135 ---------- --------- ---------- Total assets $ 11,433,830 $ 2,840,617 $ 16,769,986 ========== ========= ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 2,379,451 $ 926,357 $ (120,000) (D) $ 3,185,808 Accrued litigation settlement 821,000 - 821,000 Notes payable 1,095,000 124,000 1,219,000 Current portion of long-term debt 43,554 280,000 323,554 Current obligations under capital lease 187,047 - 187,047 ---------- --------- ---------- Total current liabilities 4,526,052 1,330,357 5,736,409 Long-term debt 44,128 1,711,216 1,755,344 Capital lease obligation 236,705 - 236,705 Minority interest in consolidated subsidiaries 328,328 - 328,328 ---------- --------- ---------- Total liabilities 5,135,213 3,041,573 8,056,786 ---------- --------- ---------- Commitments and contingencies Stockholders' equity: Preferred stock 2,475,000 - 2,475,000 Common stock 74,253 4 2,796 (A,C) 77,053 Additional paid-in capital 30,874,910 1,036,915 1,374,868 (A,C) 33,286,693 Accumulated deficit (27,125,546) (1,237,875) 1,237,875 (C) (27,125,546) ---------- --------- ---------- Total stockholders' equity 6,298,617 (200,956) 8,713,200 ---------- --------- ---------- Total liabilities and stockholders' equity $ 11,433,830 $ 2,840,617 $ 16,769,986 ========== ========= ==========
See notes to unaudited pro forma combined financial statements. 11
MEDCROSS, INC. AND FAMILY TELECOMMUNICATIONS, INCORPORATED (FTI) PRO FORMA COMBINED STATEMENT OF OPERATIONS as of December 31, 1996 (Unaudited) Pro Forma Medcross, Inc. FTI Adjustment Pro Forma -------------- ----------- ------------ ----------- Revenues: Health care service revenue, net $ 2,212,544 $ - $ - $ 2,212,544 Network service revenue 170,532 - - 170,532 Long distance service revenues - 3,880,457 (5,026) (D) 3,875,431 --------- -------- --------- --------- Net operating revenue 2,383,076 3,880,457 6,258,507 ---------- --------- --------- Operating costs and expenses: Line costs - 2,841,860 2,841,860 Commissions - 460,030 460,030 Salaries and benefits 1,825,138 854,609 (5,026) (D) 2,674,721 Selling, general and administrtive 2,863,963 498,123 3,362,086 Communications network expense 1,120,779 - 1,120,779 Depreciation and amortization 1,094,004 150,261 272,600 (E) 1,516,865 Provision for inventory valuaton 260,033 - 260,033 Repairs and maintenance 288,662 - 288,662 Provision for doubtful account 197,565 784,537 982,102 Research and development 347,504 79,609 427,113 Acquired in-process research and development expense 14,577,942 - 14,577,942 ---------- --------- ---------- Total operating costs and expenses 22,575,590 5,669,029 28,512,193 ---------- --------- ---------- Operating loss (20,192,514) (1,788,572) (22,253,686) ---------- --------- ---------- Other income (expense): Sales of equipment - 585,541 (585,541) (D) - Interest expense (2,191,629) (7,524) (2,199,153) Interest income 147,322 2,109 149,431 Equity in net income (loss) of unconsolidated subsidiaries (3,211) - (3,211) Litigation settlement expense (821,000) - (821,000) Other (8,108) (29,429) (37,537) ---------- --------- ---------- Total other expense (2,876,626) 550,697 (2,911,470) ---------- --------- ---------- Loss before minority interest in loss of consolidated subsidiaries (23,069,140) (1,237,875) (25,165,156) Minority interest in income of consolidated subsidiaries 4,900 - 4,900 ---------- --------- ---------- Net loss $(23,064,240) $(1,237,875) $(25,160,256) ========== ========= ========== Net loss per common share after preferred dividends $ (6.53) $ (6.55) ==== ====
See notes to unaudited pro forma combined financial statements. 12 MEDCROSS, INC. AND FAMILY TELECOMMUNICATIONS, INCORPORATED (FTI) NOTES TO THE PRO FORMA COMBINED FINANCIAL STATEMENTS (Unaudited) NOTE 1 - Basis of Preparation: The unaudited pro forma combined balance sheet as of December 31, 1996 and the unaudited pro forma combined statements of operations for the year ended December 31, 1996 give effect to the acquisition of 100% of the outstanding common stock of Family Telecommunications Incorporated (FTI) by Medcross, Inc. (the "Company") as if the acquisition, accounted for under the purchase method of accounting, had occurred on the balance sheet date with respect to the balance sheet and on March 20, 1996 (date of inception of FTI) with respect to the statement of operations. The pro forma financial statements have been prepared based upon the financial statements of the Company and FTI as of and for the year ended December 31, 1996. These pro forma financial statements may not be indicative of the results that actually would have occurred if the combination had been in effect on the dates indicated or which may be obtained in the future. The pro forma adjustments are based upon certain estimates which may change as additional information becomes available. The pro forma financial statements should be read in conjunction with the audited financial statements for the Company and FTI. NOTE 2 - Pro forma Adjustments: The pro forma adjustments reflected in the pro forma financial statements are summarized in items A to E below: A. Pro forma adjustment reflects the purchase of all of the outstanding common stock of FTI by the Company in return for the issuance of 400,000 shares of common stock of the Company to the stockholders of FTI: Common stock (400,000 shares issued at $.007 par value with a market value of $6.03 per share) $ 2,800 Additional paid-in capital 2,411,783 --------- Purchase price 2,414,583 Net liabilities assumed 135,420 --------- Excess (allocated to intangible assets and goodwill) $ 2,550,003 ========= B. Pro forma adjustments to reflect the effect of purchase price allocation adjustments to property and equipment. C. Pro forma adjustments to remove FTI stockholders' equity accounts as of December 31, 1996 as part of the purchase price allocation process. D. Removal of the following intercompany transactions occurring during 1996: . intercompany accounts receivable and payables ($120,000) . intercompany sales of long distance service ($5,026) . profit on intercompany sale of equipment resulting in gain to FTI ($585,541) E. Pro forma adjustments to record amortization of intangible assets (see item A above) and adjustment to depreciation of property and equipment due to change in value as a result of purchase price allocations (see item B above). 13 -----END PRIVACY-ENHANCED MESSAGE-----