-----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, PpFQ9c1LQQiW3sL01wTtINyBSjGZr54mLmnsyLUa6XrXuEkyCvWtFcYk78u/98jW uNmrFiqjVDSZYMqVt3pHVg== 0000950129-97-000224.txt : 19970123 0000950129-97-000224.hdr.sgml : 19970123 ACCESSION NUMBER: 0000950129-97-000224 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970122 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNACQ INTERNATIONAL INC CENTRAL INDEX KEY: 0000890908 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 760375477 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21574 FILM NUMBER: 97509215 BUSINESS ADDRESS: STREET 1: 10304 INTERSTATE 10 EAST STREET 2: SUITE 369 CITY: HOUSTON STATE: TX ZIP: 77029 BUSINESS PHONE: 7136736639 MAIL ADDRESS: STREET 1: 10304 I-10 EAST STREET 2: SUITE 369 CITY: HOUSTON STATE: TX ZIP: 77029 10QSB/A 1 DYNACQ INTERNATIONAL, INC. - AMENDMENT TO 10-QSB 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT 1 TO FORM 10-QSB (Mark One) ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 1996 or ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to ___________________ Commission file number 0-20554 DYNACQ INTERNATIONAL, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEVADA 76-0375477 ------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 10304 INTERSTATE 10 EAST, SUITE 369, HOUSTON, TEXAS 77029 - --------------------------------------------------- ----- (address of principal executive offices) Zip Code Registrants telephone number, including area code (713)673-6432 N/A - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issurer (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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes X . No . --- --- APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable dates. Title of Each Class Outstanding at January 17, 1997 Common Stock, $0.001 par value 14,235,136 shares Transitional Small Business Disclosure Format (check one) Yes No X ----- ------ 2 PART I. - FINANCIAL INFORMATION ITEM I. - FINANCIAL STATEMENTS DYNACQ INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(Unaudited) (Audited) ASSETS NOVEMBER 30, AUGUST 31 1996 1996 - -------------------------------------------------------------------------------------------- CURRENT ASSETS: Cash 901,477 1,134,579 Restricted short-term investments 180,000 180,000 Receivable (Net of Allowance for 2,146,282 2,413,372 Doubtful Accounts) Inventory 31,500 29,347 Other Current Assets 12,570 31,120 - -------------------------------------------------------------------------------------------- Total Current Assets 3,271,829 3 ,788,418 FIXED ASSETS - NET 5,223,200 5,197,107 OTHER ASSETS 1,329,802 1,333,084 - -------------------------------------------------------------------------------------------- TOTAL ASSETS 9,824,831 10,318,609 ============================================================================================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts Payable 532,798 199,452 Accrued Liabilities 97,385 797,021 Income Taxes Payable 138,797 252,110 Current Portion of Notes Payable 277,833 277,833 Federal Income Taxes Payable 355,892 436,000 - -------------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 1,402,705 1,962,416 LONG-TERM DEBT 941,076 969,392 DEFERRED FEDERAL INCOME TAX PAYABLE 134,000 134,000 MINORITY INTERESTS IN SUBSIDIARY 877,260 856,357 STOCKHOLDERS' EQUITY: Preferred Stock, $0.01 Par Value, 5,000,000 Shares Authorized, None Issued or Outstanding Common Stock, $0.001 Par Value, 300,000,000 Shares Authorized After 8 to 1 reverse Stock Split, 14,235,136 Shares Issued and Outstanding 14,235 14,235 Additional Paid In Capital 3,452,130 3,452,130 Retained Earnings 3,060,747 2,987,401 LESS TREASURY STOCK; 71,335 shares at cost (57,322) (57,322) - -------------------------------------------------------------------------------------------- TOTAL STOCKHOLDERS' EQUITY 6,469,790 6,396,444 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 9,824,831 10,318,609 ============================================================================================
3 DYNACQ INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED NOVEMBER 30 1996 1995 - ------------------------------------------------------------------------------------ INCOME 2,182,493 1,545,007 COST OF SALE 52,534 106,737 - ------------------------------------------------------------------------------------ GROSS PROFIT 2,129,959 1,438,270 LESS EXPENSES : Contract Services 760,874 200,115 Salaries 486,681 208,537 Medical Supplies 151,452 167,333 Maintenance & Repairs 20,772 32,153 Administrative 130,745 62,046 Utilities 19,838 23,469 Insurance 26,665 311 Depreciation and Amortization 109,846 131,272 Auto Expenses 14,916 8,204 Taxes, Licences and Professional Fees 154,118 51,350 Leasing 3,434 4,105 Rent 57,656 3,858 Interest 29,600 37,057 Advertising & Promotion 56,171 0 - ------------------------------------------------------------------------------------ Total Expenses 2,022,767 929,810 - ------------------------------------------------------------------------------------ NET INCOME (LOSS) FROM OPERATIONS 107,192 508,460 MINORITY INTERESTS IN (PROFITS)/LOSS (20,903) (60,646) OF SUBSIDIARY LESS PROVISION FOR FEDERAL INCOME TAXES Current 12,943 65,000 Deferred 0 96,779 - ------------------------------------------------------------------------------------ Total Income Taxes 12,943 161,779 - ------------------------------------------------------------------------------------ NET INCOME (LOSS) 73,346 286,035 ==================================================================================== NET INCOME (LOSS) PER SHARE: INCOME BEFORE PROVISION FOR FEDERAL INCOME TAX 0.006 0.031 PROVISION FOR FEDERAL INCOME TAX 0.001 0.011 - ------------------------------------------------------------------------------------ NET INCOME 0.005 0.020 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 14,235,136 14,235,136
4 DYNACQ INTERNATIONAL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED NOVEMBER 30 (UNAUDITED)
1996 1995 - ---------------------------------------------------------------------------------- RECONCILIATION OF NET INCOME TO NET CASH USED BY OPERATING ACTIVITIES: Net Income (Loss) 73,346 286,035 ADD: ITEMS NOT REQUIRING CASH: DEPRECIATION 109,846 131,272 Adjustments to reconcile net income (loss) to net cash provided by operating activities: (Increase) Decrease in Accounts Receivable 267,090 337,370 (Increase) Decrease in Inventory (2,153) 4,758 (Increase) Decrease in Other Current Assets 18,550 64,260 (Increase) Decrease in Due from Affiliates 0 80,666 (Increase) Decrease in Other Assets 3,282 86,560 Increase (Decrease) in Accounts Payable 333,346 (35,624) Increase (Decrease) in Accrued Liabilities (699,636) 1,954 Increase (Decrease) in Current Notes Payable 0 (70,724) Increase (Decrease) in Current Income Taxes (193,421) (35,000) Increase (Decrease) in Deferred Income Taxes 0 96,779 - ---------------------------------------------------------------------------------- Net Cash Used by Operating Activities (89,750) 948,306 CASH FLOW FROM INVESTING ACTIVITIES: Purchase of Fixed Assets (135,249) (143,269) (Decrease) Increase of Minority Interests 20,903 60,646 in subsidiary - ---------------------------------------------------------------------------------- Net Cash Used by Investing Activities (114,346) (82,623) CASH FLOW FROM FINANCING ACTIVITIES: Retirement of Long -Term Debt 28,316 0 Acquisition of treasury stock (57,322) 0 - ---------------------------------------------------------------------------------- Net Cash Provided by Financing Activities (29,006) 0 - ---------------------------------------------------------------------------------- Net Increase/(Decrease) in Cash (233,102) 856,683 CASH BALANCE AT BEGINNING OF YEAR 1,134,579 649,572 - ---------------------------------------------------------------------------------- CASH BALANCE AT END OF THE QUARTER 901,477 1,515,255 ==================================================================================
5 DYNACQ INTERNATIONAL, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOVEMBER 30, 1996 (UNAUDITED) NOTE 1. - BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared by Dynacq International, Inc. without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments which, in the opinion of management, are necessary for a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These unaudited financial statements should be read in conjunction with the audited financial statements at August 31, 1996. Operating results for the three months period ended November 30,1996 are not necessarily indicative of the results that may be expected for the year ending August 31, 1997. Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS COMPARISON OF THE THREE MONTHS ENDED NOVEMBER 30, 1995 TO THE THREE MONTHS ENDED NOVEMBER 30, 1996 Consolidated revenues for the three months ended November 30, 1996 increased $637,486 or 41% from that for the corresponding previous quarter ended November 30, 1995. Notwithstanding this significant increase in consolidated revenues, there were a number of significant increases and decreases in the component revenue categories. For instance, while Doctor's Practice Management, Inc. ("DPMI") generated $1,059,500 revenues in the current quarter, did not generated any revenue in the corresponding quarter of 1995. Revenue attributable to home infusion therapy operations decrease $119,669 or 21% in the current quarter due to lower patient load as a result of fewer referrals and lower reimbursable insurance charges per patient compared to the corresponding quarter of the previous fiscal year. Revenue attributable to Vista operations decreased $302,343 or 39% from that of the prior year due to fewer patient referrals, primarily as a result of the relocation of a physician group which was located on the premises. Consolidated costs of sale for the three months ended November 30, 1996 decreased $54,203 or 50% from that for the corresponding previous quarter ended November 30, 1995, was primarily attributable to both the home infusion therapy operations and Vista due to lower revenues. Consolidated operating expenses for the three months ended November 30, 1996 increased $1,092,957 or 117% from that for the corresponding previous quarter ended November 30, 1995 primarily due to increase in activities of DPMI. The significant increases and decreases in the component expense categories of the consolidated operating expenses are explained as follows: (1) The increase in contract services of $560,759 or 280% was primarily attributable to DPMI, which had no activities in the corresponding previous quarter. (2) The increase in salaries expenses of $278,144 or 133% was primarily attributable to DPMI, which had no activities in the corresponding previous quarter. (3) The increase in insurance expense of $26,354 or 847% was primarily attributable to DPMI, which had no activities in the corresponding previous quarter. 6 (4) The increase in auto expenses of $6,712 or 82% was primarily due to DPMI, which had no activities in the corresponding previous quarter. (5) The increase in taxes, licences and professional fees of $102,760 or 200% was primarily due to DPMI, which had no activities in the corresponding previous quarter. (6) The increase in rent expense of $53,798 or 139% was primarily due to DPMI, which had no activities in the corresponding previous quarter. (7) The increase in advertising and promotion expense of $56,171 was primarily incurred by Vista to increase public awareness of the facilities. FINANCIAL CONDITION COMPARISON OF THE BALANCE SHEETS AT THREE MONTHS ENDED NOVEMBER 30, 1996 TO THE AUDITED BALANCE SHEET AT FISCAL YEAR ENDED AUGUST 31, 1996. Consolidated cash for the three months ended November 30, 1996 decreased $233,102 or 21% from that of the previous audited balance sheet ending August 31, 1996 was due to $89,750 used by operating activities, $114,346 used by investing activities and $29,006 used by financing activities. Consolidated accounts payable and accrued liabilities for the three months ended November 30, 1996 decreased $366,290 or 36% from that of the previous audited balance sheet ended August 31, 1996 due to the payment of trade payable. Liquidity and Capital Resources Working Capital of $1,869,124 at November 30, 1996 increased $43,122 or 2% from working capital at August 31, 1996 primarily due to decrease in accounts payable and accrued liabilities. At November 30, 1996, the Company maintained a liquid position evidenced by a current ratio of 1.33 to 1 and total debt to equity of 0.37 to 1. PART II. ITEM 1. - LEGAL PROCEEDINGS None ITEM 2. - CHANGES IN SECURITIES None ITEM 3. - DEFAULT UPON SENIOR SECURITIES None ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. - OTHER INFORMATION None ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits *27 -- Financial Data Schedule (b) Reports on Form 8-K None - ------------ * Filed Previously 7 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. DYNACQ INTERNATIONAL, INC. DATE JANUARY 19, 1997 BY: /s/ PHILIP CHAN ---------------------- ------------------------ Philip Chan VP-Finance/Treasurer & Chief Financial Officer 8 EXHIBIT INDEX *27 -- Financial Data Schedule - ------------ * Filed Previously -----END PRIVACY-ENHANCED MESSAGE-----