<PAGE>
================================================================================
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, 1997
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: 0-27364
AMISYS Managed Care Systems, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3355918
- ---------------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 W. Gude Drive, 5th floor
Rockville, Maryland 20850
- ---------------------------------------- -------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 251-8600
Securities registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
- --------------------------------------------------------------------------------
Title of Class
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, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
--- ---
As of April 25, 1997, there were 7,787,100 outstanding shares of Common Stock,
par value $.001 per share of the Registrant.
================================================================================
<PAGE>
AMISYS Managed Care Systems, Inc.
INDEX
FORM 10-Q
<TABLE>
<CAPTION>
Page
PART I - FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements (unaudited)
Balance Sheets at March 31, 1997 (unaudited) and
December 31, 1996 3
Statements of Operations for the three months ended
March 31, 1997 and 1996 (unaudited) 4
Statements of Cash Flows for the three months ended
March 31, 1997 and 1996 (unaudited) 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II - OTHER INFORMATION
Item 1-6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
INDEX TO EXHIBITS 11
</TABLE>
2
<PAGE>
AMISYS Managed Care Systems, Inc.
Balance Sheets
(dollars in thousands, except share data)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---- ----
(unaudited)
ASSETS
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 23,398 $ 24,087
Short-term investments 1,121 2,389
Accounts receivable, net 13,800 14,781
Prepaid expenses and other 1,665 710
------ ------
Total current assets 39,984 41,967
------ ------
Property and equipment, net 3,082 2,313
Purchased software, net 88 122
------ ------
Total assets $43,154 $44,402
====== ======
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities
Accounts payable and accrued expenses $ 6,127 $ 8,564
Income taxes payable 924 772
Deferred revenue, net 1,286 1,282
----- -----
Total current liabilities 8,337 10,618
----- ------
Commitments and contingencies -- --
Stockholders' equity
Common stock, $.001 par value;
25,000,000 shares authorized,
7,783,500 and 7,754,000 issued
and outstanding as of March 31,
1997 and December 31, 1996,
respectively 8 8
Retained earnings (deficit) 957 (56)
Additional paid-in capital 33,852 33,832
------ ------
Total stockholders' equity 34,817 33,784
------ ------
Total liabilities and stockholders'
equity $43,154 $44,402
====== ======
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
AMISYS Managed Care Systems, Inc.
Statements of Operations
(dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31,
--------
1997 1996
---- ----
<S> <C> <C>
Revenues
Systems sales $10,002 $ 8,233
Support and maintenance 2,260 1,395
------ ------
Total revenues 12,262 9,628
------ ------
Cost of revenues 6,751 5,168
------ ------
Gross profit 5,511 4,460
Operating expenses
Sales and marketing 1,033 809
Research and development 1,974 1,696
General and administrative 1,357 1,141
------ -------
Total operating expenses 4,364 3,646
------ -----
Operating income 1,147 814
Other income 321 330
------ -----
Income before income tax provision 1,468 1,144
Income tax provision 455 407
------ -------
Net income $ 1,013 $ 737
====== ======
Net income per common share and common share equivalent $ 0.12 $ 0.09
====== ======
Weighted average number of common shares outstanding 8,295 8,124
===== =====
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
AMISYS Managed Care Systems, Inc.
Statements of Cash Flows
(dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,013 $ 737
Adjustments to reconcile net income to cash flows provided
by operating activities, net of non-cash items:
Depreciation and amortization 303 187
Provision for doubtful accounts 30 27
Deferred stock compensation 12 12
(Decrease) increase in cash resulting from changes in assets and
liabilities:
Accounts receivable 951 (849)
Deposits, prepaid expenses and other (927) 146
Accounts payable and accrued expenses (2,437) 622
Taxes payable 152 267
Deferred revenue 4 (132)
------ -------
Net cash (used in) provided by operating activities (899) 1,017
------- ------
Cash flows from investing activities:
Purchase of property and equipment (1,039) (153)
Purchase of available-for-sale securities 1,268 (260)
Software development costs (27) -
----- --------
Net cash used in investing activities 202 (413)
----- -------
Cash flows from financing activities:
Issuance of common stock, net of costs 8 4
----- ----
Net cash provided by financing activities 8 4
----- ----
Net (decrease) increase in cash (689) 608
Cash and cash equivalents at beginning of period 24,087 5,354
------ -----
Cash and cash equivalents at end of period $23,398 $5,962
======= =====
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
AMISYS Managed Care Systems, Inc.
Notes to Financial Statements
March 31, 1997
(unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements included herein for AMISYS Managed Care
Systems, Inc. (the "Company") have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
In management's opinion, the interim financial data presented includes all
adjustments (which include only normal recurring adjustments) necessary for a
fair presentation. Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. However, the Company believes that the disclosures are
adequate to understand the information presented. The results of operations for
the three month period ended March 31, 1997 are not necessarily indicative of
the operating results expected for the entire year. The financial statements
included herein should be read in conjunction with the Company's December 31,
1996 financial statements and notes thereto included in the Company's Annual
Report on Form 10-K.
Earnings Per Share
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 128, "Earnings per Shares" ("SFAS 128"), which is
required to be adopted for financial statements issued after December 15, 1997.
At that time, the Company will change the method currently used to compute
earnings per share and restate all prior periods presented. The Company does not
expect the adoption of SFAS 128 to have a material impact on the Company's
financial condition or results of operations.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
The Company develops, sells and supports an integrated information
system solution, which includes the Company's proprietary software, third-party
hardware and software and implementation services (the "AMISYS System"), to
health care payers and providers who offer managed care products and services.
The Company's revenues are generated primarily from the sale of integrated,
enterprise-wide systems. The components of these revenues consist of a license
fee for the perpetual use of the software, sales of third-party hardware and
software and labor charges to install and configure each system to meet the
client's needs. The price of each system will vary based upon many factors
including the number of covered lives, the level of third-party products
required and the level of installation and configuration work provided by the
Company's staff. As of March 31, 1997, the Company had licenses with 85 AMISYS
System clients supporting 92 sites nationwide. During the three months ended
March 31, 1997 the Company added 5 new clients, while retaining all existing
AMISYS System clients.
Revenues are recognized for system sales and fixed fee contracts on a
percentage of completion basis measured primarily by the ratio of (i) labor
hours incurred to install each specific contract to (ii) total estimated labor
hours. When the total estimated cost of a contract is expected to exceed the
contract price, the total estimated loss is charged to expense in the period
when the information becomes known. Because the Company generally bills for
installation and implementation on an hourly basis, these labor revenues are
recognized as billed. AMISYS Systems are installed over a period of time ranging
generally from nine months to a year with an average period of approximately
nine months. Because revenues do not begin to be recognized until a client signs
a contract and because the length of the installation process depends on factors
outside the control of the Company, the Company is unable to predict accurately
the amount of revenues it expects to recognize from system sales in any
particular period.
The Company also recognizes revenues from support and maintenance
fees, custom modifications and the sale of third-party products. Support and
maintenance fees are billed monthly and recognized as revenues when billed.
Third-party products not related to system installations are billed and
recognized as revenues upon shipment to the client. Revenues from custom
modifications are generally recognized when billed, if the project is contracted
on a time and material basis. If the project is contracted for a fixed fee,
revenues are recognized on a percentage of completion basis measured primarily
by the ratio of (i) labor hours incurred to complete each specific project to
(ii) total estimated labor hours.
7
<PAGE>
Results of Operations
Quarter Ended March 31, 1997 Compared to Quarter Ended March 31, 1996
The following table sets forth the results of operations presented in the
Statement of Operations as a percentage of total revenues for each period
indicated.
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Revenues
Systems sales 81.6% 85.5%
Support and maintenance 18.4 14.5
---- ----
Total revenues 100.0 100.0
Cost of revenues 55.1 53.7
---- ----
Gross profit 44.9 46.3
Operating expenses
Sales and marketing 8.4 8.4
Research and development 16.1 17.6
General and administration 11.0 11.9
---- ----
Total operating expenses 35.5 37.9
---- ----
Operating income 9.4 8.5
Other income 2.6 3.4
--- ---
Income before income tax provision 12.0 11.9
Income tax provision 3.7 4.2
---- ----
Net income 8.3% 7.7%
===== =====
</TABLE>
Revenues. For the three months ended March 31, 1997, revenues
increased 27% to $12.3 million from $9.6 million in the corresponding period in
1996. System sales revenue increased 21.5% to $10.0 million from $8.2 million
due to the growing base of systems currently being installed and higher revenues
per system sale.
Revenues attributable to support and maintenance increased 62% to
$2.3 million from $1.4 million in the corresponding period in 1996. Increases in
support and maintenance revenues over the corresponding period in the prior
year, due to an expanding client base and higher consulting revenue from
clients.
Cost of Revenues. Cost of revenues increased 31% to $6.8 million from
$5.2 million in the corresponding period in 1996. During the quarter ended March
31, 1997, the number of full time employees engaged in the implementation,
configuration and support of the Company's integrated system solution, which
includes the Company's proprietary software, third-party hardware and
8
<PAGE>
software and implementation services (the "AMISYS System") remained constant at
81. During the corresponding period in 1996, the number of people engaged in the
implementation, configuration and support of the AMISYS System remained constant
at 61. Because of this 33% increase in personnel and the use of outside
contractors, cost of sales as a percent of revenues increased to 55% for the
three months ended March 31, 1997 versus 54% for the corresponding period in
1996.
Sales and Marketing. Sales and marketing expenses increased 28% to
$1.0 million from $0.8 million in the corresponding period in 1996. This
increase reflects an increase in sales and marketing personnel to 29 at March
31, 1997 from 24 as of March 31, 1996. This increase in personnel was due to an
increase in the volume of requests for proposals and other sales efforts. The
Company has a long sales cycle for its products which involves detailed
demonstrations, contract negotiations and considerable client contact. For the
three months ended March 31, 1997, sales and marketing expenses remained
constant at 8% of revenues compared to the corresponding period in 1996.
Research and Development. Research and development expenses increased
16% to $2.0 million from $1.7 million during the corresponding period in 1996.
Expenses increased as a result of an increase in personnel to 121 as of March
31, 1997 from 77 as of March 31, 1996. This increase reflects the Company's
efforts to migrate the current AMISYS System to a client/server environment.
Research and Development expense as a percentage of revenues declined to 16%
during the three months ended March 31, 1997 compared to 17% during the
corresponding period in 1996. The Company capitalized a small amount of
development costs during the quarter.
General and Administrative. General and administrative expenses
increased 19% to $1.4 million from $1.1 million in the corresponding period of
1996. This increase was primarily attributable to an increase in personnel to 37
people at March 31, 1997 from 23 at March 31, 1996 to assist the Company in
managing its growth. General and administrative expenses as a percentage of
revenues declined to 11% during the three months ended March 31, 1997 compared
to 12% during the corresponding period in 1996.
Income Taxes. For the three months ended March 31, 1997, income tax
expense increased to $0.5 million from $0.4 million in the corresponding period
in 1996. Income tax expense for the three months ended March 31, 1997 was 31% of
pre-tax income compared to 36% for the corresponding period in 1996. The
effective tax rates were lower than the statutory rates due to the timing of
deductions allowed for income tax purposes as opposed to the periods in which
they are recognized as expense in the Company's financial statements.
Liquidity and Capital Resources
Cash flow used in operating activities for the three months ended
March 31, 1997 was approximately $0.9 million compared to cash provided by
operating activities of $1.0 million for the three month period ended March 31,
1996. The decrease is primarily due to reductions in accounts payable and
accrued expenses offset by higher net income and decreased accounts receivables
for the three month period ended in 1997. The Company believes that current
levels of cash flow from operations provide
9
<PAGE>
the Company with sufficient liquidity to meet its operating needs. The Company's
non-operating cash flows are primarily attributable to capital expenditures and
the reinvestment of investment income. At March 31, 1997, the Company had $23.4
million in cash invested principally in a money market fund.
At March 31, 1997, the Company had $13.8 million in accounts
receivable, net of allowance for doubtful accounts, and $1.3 million in deferred
revenues, substantially all of which is expected to be earned over the next
twelve months. The accounts receivable balance does not directly correspond to
revenues recognized as the Company recognizes revenues primarily using the
percentage of completion basis as the work is performed. Amounts billed to
customers may be deferred and recognized in a future period as the work is
performed and ordinarily revenues are recognized in periods subsequent to the
payment of the invoice.
During the three months ended March 31, 1997, the Company began an
expansion of its office space under a new lease agreement in January 1997. Under
the terms of the new lease agreement the Company will expand its office space to
90,000 square feet in its current location from 46,000 square feet previously
leased. Improvements and furnishings for the office space are estimated to cost
$6.3 million. The landlord is contractually obligated to reimburse the Company
for a portion of the cost and the Company estimates that the total reimbursement
by the landlord will equal $1.7 million. The remaining costs will be funded
by the Company from available cash balances and future operations.
Certain statements in this report are forward-looking statements that
involve risks and uncertainties. The Company's actual results may differ
materially from those expressed or implied by such statements. Readers should
consider these statements in the context of the factors contained in the
Company's report on Form 8-K filed July 19, 1996.
10
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
A total of 65,000 options to purchase 65,000 shares of Common Stock were
issued during the first quarter of 1997 at exercise prices ranging from $15.375
to $16.625 per share.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matter to a Vote of Security Holders.
None
Item 5. Other Information.
On February 10, 1997 the Company entered into an agreement of merger with HBO &
Company ("HBOC") (Nasdaq: HBOC). The acquisition, which is subject to regulatory
and Company shareholder approval, is expected to be accounted for as a pooling
of interests. Terms of the acquisition call for shareholders of the Company to
receive 0.35 of a share of HBOC common stock for each share of the Company's
common stock.
A Registration Statement on Form S-4 was declared effective by the Securities
and Exchange Commission on May 13, 1997.
The transaction was unanimously approved by the Company's Board of Directors and
is expected to be completed during the second quarter of 1997. The Company's
special meeting of stockholder's will be held on June 13, 1997.
11
<PAGE>
<TABLE>
<CAPTION>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: The following are annexed as Exhibits:
Exhibit Number Description
-------------- -----------
<S> <C>
10.15 Standard Form Agreement Between Owner and
Contractor, dated January 6, 1997, between
the Company and Rand Construction
Corporation.
10.16 Agreement dated February 5, 1997 and
revised March 18, 1997, between the
Company and DBI Architects, P.C.
11.01 Computation of Earnings Per Share.
27.01 Financial Data Schedule.
</TABLE>
- -------------------------
+ CONFIDENTIAL PORTIONS OMITTED AND SUPPLIED SEPARATELY TO THE SECURITIES AND
EXCHANGE COMMISSION.
(b) Reports on Form 8-K:The Company did not file a current report on Form 8-K
during the quarter ended March 31, 1997.
12
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. The undersigned signs this report
pursuant to his responsibilities as Principal Financial Officer and a duly
authorized officer of the Registrant.
AMISYS Managed Care Systems, Inc.
Date: May 15, 1997 By: /s/ Robert J. Sullivan
------------------------------
Robert J. Sullivan
Vice President, Chief Financial
Officer, and Secretary and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
13
<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
<S> <C>
10.15 Standard Form Agreement Between Owner and Contractor, dated
January 6, 1997, between the Company and Rand Construction
Corporation.
10.16 Agreement dated February 5, 1997 and revised March 18, 1997,
between the Company and DBI Architects, P.C.
11.01 Computation of Earnings Per Share.
27.01 Financial Data Schedule.
</TABLE>
14
<PAGE>
Exhibit 10.15
THE AMERICAN INSTITUTE 0F ARCHITECTS
AIA Document A1 1 1
Standard Form of Agreement
Between Owner and Contractor
where the basis of payment is the
COST OF THE WORK PLUS A FEE
with or without a Guaranteed Maximum Price
1987 EDITION
THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES; CONSULTATION WITH
AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION.
The 1987 Edition of AIA Document A201, General Conditions of the Contract for
Construction, is adopted in this document by reference. Do not use with other
general conditions unless this document is modified.
This document has been approved and endorsed by The Associated General
Contractors of America.
AGREEMENT
made as of the Sixth day of January in the year of Nineteen Hundred and Ninety
Seven
BETWEEN the Owner: AMISYS Managed Care Systems, Inc.
(Name and address) 30 W. Gude Drive
Rockville, MD 20850
and the Contractor: Rand Construction Corporation
(Name and address) 2100 Washington Blvd., Suite 175
Arlington, VA 22204
the Project is: AMISYS Managed Care Systems, Inc.
(Name and address) 30 West Gude Drive
Rockville, MD 20850
the Architect is: DBI Architects, P.C.
(Name and address) 1707 L Street, N.W.
Suite 600
Washington, DC 20036
The Owner and Contractor agree as set forth below.
<PAGE>
ARTICLE 1
---------
THE CONTRACT DOCUMENTS
1.1 The Contract Documents consist of this Agreement, Conditions of the
Contract (General, Supplementary and other Conditions), Drawings,
Specifications, Addenda issued prior to execution of this Agreement, other
documents listed in this Agreement and Modifications issued after execution of
this Agreement; these form the Contract, and are as fully a part of the Contract
as if attached to this Agreement or repeated herein. The Contract represents the
entire and integrated agreement between the parties hereto and supersedes prior
negotiations, representations or agreements, either written or oral. An
enumeration of the Contract Documents, other than Modifications, appears in
Article 16. If anything in the other Contract Documents (except for
modifications) is inconsistent with this Agreement, this Agreement shall govern.
ARTICLE 2
---------
THE WORK OF THIS CONTRACT
2.1 The Contractor shall execute the entire Work described in the Contract
Documents, except to the extent specifically indicated in the Contract Documents
to be the responsibility of others, or as follows:
Renovate the lower level (4,209 RSF), 1/2 of the first floor (10,528 RSF), and
all of the third (25,089 RSF), fourth (25,089) and fifth floors (25,089). The
project will be completed in ten phases.
ARTICLE 3
---------
RELATIONSHIP OF THE PARTIES
3.1 The Contractor accepts the relationship of trust and confidence
established by this Agreement and covenants with the Owner to cooperate with the
Architect and utilize the Contractor's best skill, efforts and judgment in
furthering the interests of the Owner: to furnish efficient business
administration and supervision; to make best efforts to furnish at all times an
adequate supply of workers and materials; and to perform the Work in the best
way and most expeditious and economical manner consistent with the interests of
the Owner. The Owner agrees to exercise best efforts to enable the Contractor to
perform the Work in the best way and most expeditious manner by furnishing and
approving in a timely way information required by the Contractor and making
payments to the Contractor in accordance with requirements of the Contract
Documents
ARTICLE 4
---------
DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION
4.1 The date of commencement is the date from which the Contract Time of
Subparagraph 4.2 is measured: it shall be the date of this Agreement, as first
written above, unless a different date is stated below or provision is made for
the date to be fixed in a notice to proceed issued by the Owner.
The commencement date is February 6, 1997
Unless the date of commencement is established by a notice to proceed issued by
the Owner, the Contractor shall notify the Owner in writing not less than five
days before commencing the Work to permit the timely filing of mortgages,
mechanic's liens and other security interests.
4.2 The Contractor shall achieve Substantial Completion of the entire Work
not later than November 1, 1997, based upon the approximate dates as follows:
<TABLE>
<CAPTION>
Phase Date Phase Date Phase Date Phase Date
----- ---- ----- ---- ----- ---- ----- ----
<S> <C> <C> <C> <C> <C> <C> <C>
1A 5/1/97 2A 6/13/97 3 8/1/97 5A 10/15/97
1B 5/1/97 2B 6/13/97 4A 10/1/97 5B 10/15/97
2C 6/13/97 4B 10/1/97
</TABLE>
<PAGE>
subject to adjustments of this Contract Time as provided in the Contract
Documents
(Insert provisions if any for liquidated damages relating to failure to complete
on time)
If the Contract has not achieved substantial completion of the entire work by
November 1, 1997, the Contractor agrees that it will pay a sum of $200 per day
for every day that the contract remains substantially completed.
ARTICLE 5
---------
CONTRACT SUM
5.1 The Owner shall pay the Contractor in current funds for the
Contractor's performance of the Contract the Contract Sum consisting of the Cost
of the Work as defined in Article 7 and the Contractor's Fee determined as
follows:
(State a lump sum percentage of Cost of the Work or other provision for
determining the Contactor's Fee, and explain how the Contractor's Fee is to be
adjusted for changes in the Work)
Performance and Payment Bond to be paid by AMISYS.
General Liability Insurance covered in Contractor's Fee.
$74,800 for General Conditions.
2 3/4% mark-up on subcontractor costs.
8% Markup for subcontractors approved change orders.
5.2 GUARANTEED MAXIMUM PRICE (IF APPLICABLE) No Guaranteed Maximum Price
5.2.1 The sum of the Cost of the Work and the Contractor's Fee is guaranteed
by the Contractor not to exceed Dollars ($ )
subject to additions and deductions by Change Order as provided in the Contract
Documents. Such maximum sum is referred to in the Contract Documents as the
Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price
to be exceeded shall be paid by the Contractor without reimbursement by the
Owner.
(Insert specific provisions if the Contractor is to participate in any savings)
5.2.2 The Guaranteed maximum Price is based upon the following alternates,
if any, which are described in the Contract Documents and are hereby accepted by
the Owner:
(State the numbers or other identification of accepted alternates, but only if a
Guaranteed Maximum Price is inserted in Subparagraph 5.2. 1. If decisions on
other alternates are to be made by the owner subsequent to the execution of such
other alternatives showing the amount for each and the date until which that
amount is valid.)
5.2.3 The amounts agreed to for unit prices, if any, are as follows:
(State unit prices only if a Guaranteed Maximum Price is inserted in
Subparagraph 5.2.1.)
N/A
<PAGE>
ARTICLE 6
---------
CHANGES IN THE WORK
6.1 CONTRACTS WITH A GUARANTEED MAXIMUM PRICE
6.1.1 Adjustments to the Guaranteed Maximum Price on account of changes in
the Work may be determined by any of the methods listed in Subparagraph 7.3.3 of
the General Conditions.
6.1.2 In calculating adjustments to subcontracts (except those awarded with
the Owner's prior consent on the basis of cost plus a fee), the terms "cost" and
"fee" as used in Clause 7.3-3.3 of the General Conditions and the terms "costs"
and "a reasonable allowance for overhead and profit" as used in Subparagraph
7.3.6 of the General Conditions shall have the meanings assigned to them in the
General Conditions and shall not be modified by Articles 5, 7 and 8 of this
Agreement. Adjustments to subcontracts awarded with the Owner's prior consent on
the basis of cost plus a fee shall be calculated in accordance with the terms of
those subcontracts.
6.1.3 In calculating adjustments to this Contract, the terms "cost" and
"costs" as used in the above-referenced provisions of the General Conditions
shall mean the Cost of the Work as defined in Article 7 of this Agreement and
the terms "fee" and "a reasonable allowance for overhead and profit" shall mean
the Contractor's Fee as defined in Paragraph 5.1 of this Agreement.
6.2 CONTRACTS WITHOUT A GUARANTEED MAXIMUM PRICE
6.2.1 Increased costs for the items set forth in Article 7 which result from
changes in the Work shall become part of the Cost of the Work, and the
Contractor's Fee shall be adjusted as provided in Paragraph 5. 1.
6.3 ALL CONTRACTS
6.3.1 If no specific provision is made in Paragraph 5.1 for adjustment of
the Contractor's Fee in the case of changes in the Work, or if the extent of
such changes is such, in the aggregate, that application of the adjustment
provisions of Paragraph 5.1 will cause Substantial inequity to the Owner or
Contractor, the Contractor's Fee shall be equitably adjusted on the basis of the
Fee established for the original Work.
ARTICLE 7
---------
COSTS TO BE REIMBURSED
7.1
7.1.1 All work is subcontracted
7.1.2 SUBCONTRACT COSTS
Payments made by the Contractor to Subcontractors in accordance with the
requirements of the subcontracts and as approved by the owner.
7.1.3 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED
CONSTRUCTION
7.1.3.1 Costs, including transportation, of materials and equipment
incorporated or to be incorporated in the completed construction.
7.1.3.2 Costs of materials described in the preceding Clause 7.1.3.1 in excess
of those actually installed but required to provide reasonable allowance for
waste and for spoilage. Unused excess materials, if any, shall be handed over to
the Owner at the completion of the Work or, at the Owner's option, shall be sold
by the Contractor; amounts realized, if any, from such sales shall be credited
to the Owner as a deduction from the Cost of the Work.
<PAGE>
7.1.4 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND
RELATED ITEMS
7.1.4.1 Costs, including transportation, installation, maintenance,
dismantling and removal of materials, supplies, temporary facilities, machinery,
equipment, and hand tools not customarily owned by the construction workers,
which are provided by the Contractor at the site and fully consumed in the
performance of the Work; and cost less salvage value on such items if not fully
consumed, whether sold to others or retained by the Contractor. Cost for items
previously used by the Contractor shall mean fair market value.
7.1.4.2 Rental charges for temporary facilities-, machinery, equipment, and
hand tools not customarily owned by the construction workers, which are provided
by the Contractor at the site whether rented from the Contractor or others, and
costs of transportation, installation, minor repairs and replacements,
dismantling and removal thereof. Rates and quantities of equipment rented shall
be subject to the Owner's prior approval.
7.1.4.3 Costs of removal of debris from the site.
7.1.4.4 Costs of telegrams and long-distance telephone calls, postage and
parcel delivery charges, telephone service at the site and reasonable petty cash
expenses of the site office.
7.1.4.5 That portion of the reasonable travel and subsistence expenses of the
Contractor's personnel incurred while traveling in discharge of duties connected
with the Work.
7.1.5 MISCELLANEOUS COSTS
7.1.5.1 That portion directly attributable to this Contract for bonds.
7.1.5.2 Sales, use or similar taxes imposed by a governmental authority which
are related to the Work and for which the Contractor is liable.
7.1.5.3 Fees and assessments for the building permit and for other permits,
licenses and inspections for which the Contractor is required by the Contract
Documents to pay.
7.1.5.4 Fees of testing laboratories for tests required by the Contract
Documents, except those related to defective or nonconforming Work for which
reimbursement is excluded by Subparagraph 13.5.3 of the General Conditions or
other provisions of the Contract Documents and which do not fall within the
scope of Subparagraphs 7.2.2 through 7.2.4 below.
7.1.5.5 Royalties and license fees paid for the use of a particular design,
process or product specifically required by the Contract Documents; provided
that the Owner has agreed to pay such fees and royalties in advance the cost of
defending suits or claims for infringement of patent rights arising from such
requirement by the Contract Documents; payments made in accordance with legal
judgments against the Contractor resulting from such suits or claims and
payments of settlements made with the Owner's consent; provided, however, that
such costs of legal defenses, judgment and settlements shall only be payable if
owner is informed of such a suit or claim and is provided exclusive control over
the litigation and settlement there of and not be included in the calculation of
the Contractor's Fee or of a Guaranteed Maximum Price, if any, and provided that
such royalties, fees and costs are not excluded by the last sentence of
Subparagraph 3.17.1 of the General Conditions or other provisions of the
Contract Documents.
7.1.5.6 Deposits lost for causes due to Owner's fault or negligence.
7.1.6 OTHER COSTS
7.1.6.1 Other costs incurred in the performance of the Work if and to the
extent approved in advance in writing by the Owner.
7.2 EMERGENCIES: REPAIRS TO DAMAGED, DEFECTIVE OR NONCONFORMING WORK
The Cost of the Work shall also include costs described in Paragraph 7.1 which
are incurred by the Contractor-.
7.2.1 In taking action to prevent threatened damage, injury or loss in case
of an emergency affecting the safety of persons and property, as provided in
Paragraph 10.3 of the General Conditions.
<PAGE>
ARTICLE 8
---------
COSTS NOT TO BE REIMBURSED
8.1 The Cost of the Work shall not include:
8.1.1 Salaries and other compensation of the Contractor's personnel
stationed at the Contractor's principal office or offices other than the site
office, except as specifically provided in Clauses 7.1.1.2 and 7.1.1.3 or as may
be provided in Article 14.
8.1.2 Expenses of the Contractor's principal office and offices other than
the site office.
8.1.3 Overhead and general expenses, except as may be expressly included in
Article 7.
8.1.4 The Contractor's capital expenses, including interest on the
Contractor's capital employed for the Work.
8.1.5 Rental costs of machinery and equipment, except as specifically
provided in Clause 7.1.4.2.
8.1.6 Costs due to the fault or negligence of the Contractor,
Subcontractors, anyone directly or indirectly employed by any of them, or for
whose acts any of them may be liable, including but not limited to costs for the
correction of damaged, defective or nonconforming Work, disposal and replacement
of materials and equipment incorrectly ordered or supplied, and making good
damage to property not forming part of the Work.
8.1.7 Any cost not specifically and expressly described in Article 7.
8.1.8 Costs which would cause the Guaranteed Maximum Price, if any, to be
exceeded.
ARTICLE 9
---------
DISCOUNTS, REBATES AND REFUNDS
9.1 Cash discounts obtained on payments made by the Contractor shall
accrue to the Owner if (1) before making the payment, the Contractor included
them in an Application for Payment and received payment therefor from the Owner,
or (2) the Owner has deposited funds with the Contractor with which to make
payments; otherwise, cash discounts shall accrue to the Contractor. Trade
discounts, rebates, refunds and amounts received from sales of surplus materials
and equipment shall accrue to the Owner, and the Contractor shall make
provisions so that they can be secured.
9.2 Amounts which accrue to the Owner in accordance with the provisions of
Paragraph 9.1 shall be credited to the Owner as a deduction from the Cost of the
Work.
ARTICLE 10
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SUBCONTRACTS AND OTHER AGREEMENTS
10.1 Those portions of the Work that the Contractor does not customarily
perform with the Contractor's own personnel shall be performed under
subcontracts or by other appropriate agreements with the Contractor. The
Contractor shall obtain bids from Subcontractors and from suppliers of materials
or equipment fabricated especially for the Work and shall deliver such bids to
the Architect. The Owner will then determine, with the advice of the Contractor
and subject to the reasonable objection of the Architect, which bids will be
accepted. The Owner may designate specific persons or entities from whom the
Contractor shall obtain bids; however, if a Guaranteed Maximum Price has been
established, the Owner may not prohibit the Contractor from obtaining bids from
others. The Contractor shall not be required to contract with anyone to whom the
Contractor has reasonable objection.
10.2 If a Guaranteed Maximum Price has been established and a specific
bidder among those whose bids are delivered by the Contractor to the Architect
(1) is recommended to the Owner by the Contractor; (2) is qualified to perform
that portion of the
<PAGE>
Work; and (3) has submitted a bid which conforms to the requirements of the
Contract Documents without reservations or exceptions, but the Owner requires
that another bid be accepted;then the Contractor may require that a Change Order
be issued to adjust the Guaranteed Maximum Price by the difference between the
bid of the person or entity recommended to the Owner by the Contractor and the
amount of the subcontract or other agreement actually signed with the person or
entity designated by the Owner.
10.3 Subcontracts or other agreements shall conform to the payment
provisions of Paragraphs 12.7 and 12.8, and shall not be awarded on the basis of
cost plus a fee without the prior consent of the Owner.
ARTICLE 11
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ACCOUNTING RECORDS
11.1 The Contractor shall keep full and detailed accounts and exercise such
controls as may be necessary for proper financial management under this
Contract; the accounting and control systems shall be satisfactory to the Owner.
The Owner and the Owner's representative shall be afforded access to the
Contractor's records, books, correspondence, instructions, drawings, receipts,
subcontracts, purchase orders, vouchers, memoranda and other data relating to
this Contract, and the Contractor shall preserve these for a period of three
years after final payment, or for such longer period as may be required by law.
ARTICLE 12
----------
PROGRESS PAYMENTS
12.1 Based upon Applications for Payment submitted to the Architect by the
Contractor and Certificates for Payment issued by the Architect, the Owner shall
make progress payments on account of the Contract Sum to the Contractor as
provided below and elsewhere in the Contract Documents.
12.2 The period covered by each Application for Payment shall be one
calendar month ending on the last day of the month, or as follows:
12.3 Provided an Application for Payment is received by the Architect not
later than the last day of a month, the Owner shall make payment to the
Contractor not later than the fifteenth day of the month. If an Application for
Payment is received by, the Architect after the application date fixed above,
payment shall be made by the Owner not later than fifteen days after the
Architect receives the Application for Payment.
12.4 With each Application for Payment the Contractor shall submit
payrolls, petty cash accounts, receipted invoices or invoices with check
vouchers attached, and any other evidence required by the Owner or Architect to
demonstrate that cash disbursements already made by the Contractor on account of
the Cost of the Work equal or exceed (1) progress payments already received by
the Contractor; less (2) that portion of those payments attributable to the
Contractor's Fee; plus (3) payrolls for the period covered by the present
Application for Payment; plus (4) retainage provided in Subparagraph 12.5.4, if
any, applicable to prior progress payments.
12.5 CONTRACTS WITH A GUARANTEED MAXIMUM PRICE N/A
12.5.1 Each Application for Payment shall be based upon the most recent
schedule of values submitted by the Contractor in accordance with the Contract
Documents. The schedule of values shall allocate the entire Guaranteed Maximum
Price among the various portions of the Work, except that the Contractor's Fee
shall be shown as a single separate item. The schedule of values shall be
prepared in such form and supported by such data to substantiate its accuracy as
the Architect may require. This schedule, unless objected to by the Architect,
shall be used as a basis for reviewing the Contractor's Applications for
Payment.
12.5.2 Applications for Payment shall show the percentage completion of each
portion of the Work as of the end of the period covered by the Application for
Payment. The percentage completion shall be the lesser of (1) the percentage of
that portion of the Work which has actually been completed or (2) the percentage
obtained by dividing (a) the expense which has actually been incurred by the
Contractor on account of that portion of the Work for which the Contractor has
made or intends to make actual payment prior to the next Application for Payment
by (b) the share of the Guaranteed Maximum Price allocated to that portion of
the Work in the schedule of values.
<PAGE>
12.5.3 Subject to other provisions of the Contract Documents, the amount of
each progress payment shall be computed as follows:
12.5.3.1 Take that portion of the Guaranteed Maximum Price properly allocable
to completed Work as determined by multiplying the percentage completion of each
portion of the Work by the share of the Guaranteed Maximum Price allocated to
that portion of the Work in the schedule of values. Pending final determination
of cost to the Owner of changes in the Work, amounts not in dispute may be
included as provided in Subparagraph 7.3.7 of the General Conditions, even
though the Guaranteed Maximum Price has not yet been adjusted by Change Order.
12.5.3.2 Add that portion of the Guaranteed Maximum Price properly allocable to
materials and equipment delivered and suitably stored at the site for subsequent
incorporation in the Work or, if approved in advance by the Owner, suitably
stored off the site at a location agreed upon in writing.
12.5.3.3 Add the Contractor's Fee, less retainage of percent( %). The
Contractor's Fee shall be computed upon the Cost of the Work described in the
two preceding Clauses at the rate stated in Paragraph 5.1 or, if the
Contractor's Fee is stated as a fixed sum in that Paragraph, shall be an amount
which bears the same ratio to that fixed-sum Fee as the Cost of the Work in the
two preceding Clauses bears to a reasonable estimate of the probable Cost of the
Work upon its completion.
12.5.3.4 Subtract the aggregate of previous payments made by the Owner.
12.5.3.5 Subtract the shortfall, if any, indicated by the Contractor in the
documentation required by Paragraph 12.4 to substantiate prior Applications for
Payment, or resulting from errors subsequently discovered by the Owner's
accountants in such documentation.
12.5.3.6 Subtract amounts, if any, for which the Architect has withheld or
nullified a Certificate for Payment as provided in Paragraph 9.5 of the General
Conditions.
12.5.4 Additional retainage, if any, shall be as follows:
(If it is intended to retain additional amounts from progress payments to the
Contractor beyond (1) the retainage from the Contractor's Fee provided in Clause
12.5.3.3, (2) the retainage from Subcontractors provided in Paragraph 12.7
below, and (3) the retainage, if any, provided by other provisions of the
Contract, insert provision for such additional retainage here. Such provision,
if made, should also describe any arrangement for limiting or reducing the
amount retained after the Work reaches a certain state of completion.)
12.6 CONTRACTS WITHOUT A GUARANTEED MAXIMUM PRICE
12.6.1 Applications for Payment shall show the Cost of the Work actually
incurred by the Contractor through the end of the period covered by the
Application for Payment and for which the Contractor has made or intends to make
actual payment prior to the next Application for Payment.
12.6.2 Subject to other provisions of the Contract Documents, the amount of
each progress payment shall be computed as follows:
12.6.2.1 Take the Cost of the Work as described in Subparagraph 12.6. 1.
12.6.2.2 Add the Contractor's Fee, less retainage of Ten percent (10%). The
Contractor's Fee shall be computed upon the Cost of the Work described in the
preceding Clause 12.6.2.1 at the rate stated in Paragraph 5.1 or, if the
Contractor's Fee is stated as a fixed sum in that Paragraph, an amount which
bears the same ratio to that fixed-sum Fee as the Cost of the Work in the
preceding Clause bears to a reasonable estimate of the probable Cost of the Work
upon its completion.
12.6.2.3 Subtract the aggregate of previous payments made by the Owner.
12.6.2.4 Subtract the shortfall, if any, indicated by the Contractor in the
documentation required by Paragraph 12.4 or to substantiate prior Applications
for Payment or resulting from errors subsequently discovered by the Owner or
Owner's representatives in such documentation.
12.6.2.5 Subtract amounts, if any, for which the Architect has withheld or
withdrawn a Certificate for Payment as provided in the Contract Documents.
12.6.3 Additional retainage, if any, shall be as follows:
<PAGE>
12.7 Except with the Owner's prior approval, payments to Subcontractors
included in the Contractor's Applications for Payment shall not exceed an amount
for each Subcontractor calculated as follows:
12.7.1 Take that portion of the Subcontract Sum properly allocable to
completed Work as determined by multiplying the percentage completion of each
portion of the Subcontractor's Work by the share of the total Subcontract Sum
allocated to that portion in the Subcontractor's schedule of values, less
retainage of Ten percent (10%). Pending final determination of amounts to be
paid to the Subcontractor for changes in the Work, amounts not in dispute may hb
included as provided in Subparagraph 7.3.7 of the General Conditions even though
the Subcontract Sum has not yet been adjusted by Change Order.
12.7.2 Add that portion of the Subcontract Sum properly allocable to
materials and equipment delivered and suitability stored at the site for
subsequent incorporation in the Work or, if approved in advance by the Owner,
suitably stored off the site at a location agreed upon in writing, less
retainage of Ten percent (10 %).
12.7.3 Subtract the aggregate of previous payments made by the Contractor to
the Subcontractor.
12.7.4 Subtract amounts, if any, for which the Architect has withheld or
nullified a Certificate for Payment by the owner to the Contractor for reasons
which are the fault of the Subcontractor.
12.7.5 Add, upon Substantial and satisfactory Completion of the entire Work
of the Contractor. a sum sufficient to increase the total payments to the
Subcontractor to One Hundred percent (100 %) of the Subcontract Sum, less
amounts, if any, for incomplete Work and unsettled claims; and, if final
completion of the entire Work is thereafter materially delayed through no fault
of the Subcontractor and all of the work of the subcontractor has been
satisfactorily completed, add any additional amounts payable on account of Work
of the Subcontractor in accordance with Subparagraph 9.10.3 of the General
Conditions. (If it is intended, prior to Substantial Completion of the entire
Work of the Contractor, to reduce or limit the retainage from Subcontractors
resulting from the percentages inserted in Subparagraphs 12.7.1 and 12.7.2
above, and this is not explained elsewhere in the Contract Documents, insert
here provisions for such reduction or limitation.)
The Subcontract Sum is the total amount stipulated in the subcontract to be paid
by the Contractor to the Subcontractor for the Subcontractor's performance of
the subcontract.
12.8 Except with the Owner's prior approval the Contractor shall not make
advance payments to suppliers for materials or equipment which have not been
delivered and stored at the site.
12.9 In taking action on the Contractor's Applications for Payment, the
Architect shall be entitled to rely on the accuracy and completeness of the
information furnished by the Contractor and shall not be deemed to represent
that the Architect has made a detailed examination, audit or arithmetic
verification of the documentation submitted in accordance with Paragraph 12.4 or
other supporting data; that the Architect has made exhaustive or continuous on-
site inspections or that the Architect has made examinations to ascertain how or
for what purposes the Contractor has used amounts previously paid on account of
the Contract. Such examinations, audits and verifications, if required by the
Owner, will be performed by the Owner or Owner's representatives acting in the
sole interest of the Owner.
<PAGE>
ARTICLE 13
----------
FINAL PAYMENT
13.1 Final payment shall be made by the Owner to the Contractor when (1)
the Contract has been fully performed by the Contractor except for the
Contractor's responsibility to correct defective or nonconforming Work, as
provided in Subparagraph 12.2.2 of the General Conditions, and to satisfy other
requirements, if any, which necessarily survive final payment; (2) a final
Application for Payment and a final accounting for the Cost of the Work have
been submitted by the Contractor and reviewed by the Owner's accountants; and
(3) a final Certificate for Payment has then been issued by the Architect; such
final payment shall be made by the Owner not more than 30 days after the
issuance of the Architect's final Certificate for Payment, or as follows:
13.2 The amount of the final payment shall be calculated as follows:
13.2.1 Take the sum of the Cost of the Work substantiated by the Contractor's
final accounting and the Contractor's Fee; but not more than the Guaranteed
Maximum Price, if any.
13.2.2 Subtract amounts, if any, for which the Architect withholds, in whole
or in part, a final Certificate for Payment as provided in Subparagraph 9.5.1 of
the General Conditions or other provisions of the Contract Documents.
13.2.3 Subtract the aggregate of previous payment made by the Owner.
If the aggregate of previous payments made by the Owner exceeds the amount due
the Contractor, the Contractor shall reimburse the difference to the Owner.
13.3 The Owner's accountants will review and report in writing on the
Contractor's final accounting within 30 days after delivery of the final
accounting to the Architect by the Contractor. Based upon such Cost of the Work
as the Owner's accountants report to be substantiated by the Contractor's final
accounting, and provided the other conditions of Paragraph 13.1 have been met,
the Architect will, within seven days after receipt of the written report of the
Owner's accountants, either issue to the Owner a final Certificate for Payment
with a copy to the Contractor, or notify the Contractor and Owner in writing of
the Architect's reasons for withholding a certificate as provided in
Subparagraph 9.5.1 of the General Conditions. The time periods stated in this
Paragraph 13.3 supersede those stated in Subparagraph 9.4.1 of the General
Conditions.
13.4 If the Owner's accountants report the Cost of the Work as
substantiated by the Contractor's final accounting to be less than claimed by
the Contractor, the Contractor shall be entitled to demand arbitration of the
disputed amount without a further decision of the Architect. Such demand for
arbitration shall be made by the Contractor within 30 days after the
Contractor's receipt of a copy of the Architect's final Certificate for Payment;
failure to demand arbitration within this 30-day period shall result in the
substantiated amount reported by the Owner's accountants becoming binding on the
Contractor. Such Arbitration shall be held in Rockville, Maryland in accordance
with the rules of the American Arbitration Association before a single
arbitrator.
13.5 If, subsequent to final payment and at the Owner's request, the
Contractor incurs costs described in Article 7 and not excluded by Article 8 to
correct defective or nonconforming Work, the Owner shall reimburse the
Contractor such costs and the Contractor's Fee applicable thereto on the same
basis as if such costs had been incurred prior to few payment, but not in excess
of the Guaranteed Maximum Price, if any. If the Contractor has participated in
savings as provided in Paragraph 5.2, the amount of such savings shall be
recalculated and appropriate credit given to the Owner in determining the net
amount to be paid by the Owner to the Contractor.
<PAGE>
ARTICLE 14
----------
MISCELLANEOUS PROVISIONS
14.1 Where reference is made in this Agreement to a provision of the
General Conditions or another Contract Document, the reference refers to that
provision as amended or supplemented by other provisions of the Contract
Documents.
14.2 Payments due and unpaid under the Contract shall bear interest from
the date payment is due at the rate stated below, or in the absence thereof, at
the legal rate prevailing from time to time at the place where the Project is
located.
(Insert rate of interest agreed upon, if any.)
2 % Above Prime
(Usury laws and requirements under the Federal Thumb in Lending Act, similar
state and local consumer credit laws and other regulations at the Owner's and
Contractor's principle places of business, the location of the Project and
elsewhere may affect the validity of this provision. Legal advice should be
obtained with respect to deletions and modifications, and also regarding
requirements such as written disclosures or waivers.)
14.3 Other provisions:
Contractor shall not assign this Agreement or subcontract its responsibility
without the prior written consent of the Owner. The Owner may assign this
agreement to a successor in interest to its assets.
This agreement shall be governed by and construed in accordance with the laws of
the State of Maryland.
ARTICLE 15
----------
TERMINATION OR SUSPENSION
15.1 The Contract may be terminated by the Contractor as provided in
Article 14 of the General Conditions-. however, the amount to be paid to the
Contractor under Subparagraph 14.1.2 of the General Conditions shall not exceed
the amount the Contractor would be entitled to receive under Paragraph 15.3
below.
15.2 If a Guaranteed Maximum Price is established in Article 5, the
Contract may be terminated by the Owner for cause as provided in Article 14 of
the General Conditions; however, the amount, if any, to be paid to the
Contractor under Subparagraph 14.2.4 of the General Conditions shall not cause
the Guaranteed Maximum Price to be exceeded, nor shall it exceed the amount the
Contractor would be entitled to receive under Paragraph 15.3 below.
15.3 If no Guaranteed Maximum Price is established in Article 5, the
Contract may be terminated by the Owner for cause as provided in Article 14 of
the General Conditions; however, the Owner shall then pay the Contractor an
amount calculated as follows.
15.3.1 Take the Cost of the Work incurred by the Contractor to the date of
termination.
15.3.2 Add the Contractor's Fee computed upon the Cost of the Work to the
date of termination at the rate stated in Paragraph 5.1 or, if the Contractor's
Fee is stated as a fixed sum in that Paragraph, an amount which bears the same
ratio to that fixed-sum Fee as the Cost of the Work at the time of termination
bears to a reasonable estimate of the probable Cost of the Work upon its
completion.
15.3.3 Subtract the aggregate of previous payments made by the Owner.
<PAGE>
The Owner shall also pay the Contractor fair compensation, either by purchase or
rental at the election of the Owner, for any equipment owned by the Contractor
which the Owner elects to retain and which is not otherwise included in the Cost
of the Work under Subparagraph 15.3.1. To the extent that the Owner elects to
take legal assignment of subcontracts and purchase orders (including rental
agreements), the Contractor shall, as a condition of receiving the payments
referred to in this Article 15, execute and deliver all such papers and take all
such steps, including the legal assignment of such subcontracts and other
contractual rights of the Contractor, as the Owner may require for the purpose
of fully vesting in the Owner the rights and benefits of the Contractor under
such subcontracts or purchase orders.
15.4 The Work may be suspended by the Owner as provided in Article 14 of
the General Conditions; in such case, the Guaranteed Maximum Price, if any,
shall be increased as provided in Subparagraph 14.3.2 of the General Conditions
except that the term "cost of performance of the Contract" in that Subparagraph
shall be understood to mean the Cost of the Work and the term "profit" shall be
understood to mean the Contractor's Fee as described in Paragraphs 5.1 and 6.3
of this Agreement.
15.5 Should the contract be terminated by the Owner for cause, payment of
additional funds to contractor under paragraph 15.3 or otherwise shall not
affect any rights Owner may have under law to damages due to contractor actions
that give rise to the termination.
ARTICLE 16
----------
ENUMERATION OF CONTRACT DOCUMENTS
16.1 The Contract Documents, except for Modifications issued after
execution of this Agreement, are enumerated as follows:
16.1.1 The Agreement is this executed Standard Form of Agreement Between
Owner and Contractor, AIA Document A111, 1987 Edition.
16.1.2 The General Conditions are the General Conditions of the Contract for
Construction, AIA Document A201, 1987 Edition.
16.1.3 The Supplementary and other Conditions of the Contract are those
contained in the Project Manual dated and are as follows:
Document Title Pages
AIA A201 General Condition, Current Edition
16.1.4 The Specifications are those contained in the Project Manual dated as
in Paragraph 16.1-3, and are as follows: (Either list the specifications here or
refer to an exhibit attached to this agreement)
Section Title Pages
Bid/Construction Documents and specifications shall be issued and must be
approved by Owner for each phase of work.
16.1.5 The Drawings are as follows, and are dated unless a
different date is shown below:
(Either list the Drawings here or refer to an exhibit attached to this
agreement.)
Number Title Date
<PAGE>
Bid/Contract Documents shall be issued and must be approved by Owner for each
phase of work.
16.1.6 The Addenda, if any, are as follows:
Number Date Pages
N/A
Portions of Addenda relating to bidding requirements are not part of the
Contract Documents unless the bidding requirements are also enumerated in this
Article 16.
16.1.7 Other Documents, if any, forming part of the Contract documents are as
follows:
(List here any documents which are intended to form part of the Contract
Documents. The General Conditions provide that bidding requirements such as
advertisement or invitation to bid. Instructions to bidders, sample forms and
the Contractor's bid are not part of the Contract Documents unless enumerated in
this Agreement. They should be listed here only if intended to be part of the
Contract Documents.)
This Agreement is entered into as of the day and year first written above and is
executed in at least three original copies of which one is to be delivered to
the Contractor, one to the Architect for use in the administration of the
Contract, and the remainder to the Owner.
OWNER CONTRACTOR
- ------------------------------------ ------------------------------------
(Signature) (Signature)
Linda D. Rabbitt, President
- ------------------------------------ ------------------------------------
(Printed name and title) (Printed name and title)
<PAGE>
Exhibit 10.16
February 5, 1997, Original
March 18, 1997, Revised
Mr. Robert Sullivan
AMISYS Managed Care Systems, Inc.
30 West Gude Drive
Rockville, Maryland 20850
RE: AMISYS Managed Care Systems, Inc.
30 West Gude Drive, Rockville, Maryland
(Approx. 90,000 RSF)
DBI Contract #2512-R1
Dear Mr. Sullivan:
It is our understanding that AMISYS Managed Care Systems, Inc. ("AMISYS") plans
to build-out approximately 90,000 rentable square feet in the existing Building
4 at 30 West Gude Drive in Rockville, Maryland in not more than seven (7)
construction stages. DBI Architects, P.C. ("DBI") will provide those services
requested to include the following scope of work:
ARCHITECTURAL SERVICES
- ----------------------
Phase I: Schematic Design
The schematic design process utilizes the direction established in the
programming analysis for the development of space planning and circulation
concepts, interior architectural concepts, furniture and systems furniture,
finish concepts and budget parameters. The objective is to diagrammatically
format the project goals. Upon AMISYS' approval of the User's Statement of
Requirements, DBI will proceed with Schematic Design during which we propose to:
A. Spot-check field conditions for conformance with the building architect's
contract documents and continue to spot-check as required.
Note: Full service field measurement has not been made part of this
proposal.
B. Prepare 1/8" = 1'- 0" scale base drawing based on the building architect's
documents and field spot-checks thereof.
C. Develop a preliminary space plan based on User's Statement of Requirements.
D. Review the preliminary space plan with AMISYS and if required, modify this
plan to arrive at a final space plan.
<PAGE>
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 2
E. Review the final space plan for compliance with the applicable building
codes, and modify final space plan as required based upon individual plan
------------------------------------------------------------------
reviewer's requirements.
-----------------------
Note: Final approval as to compliance with the code(s) is based on the
individual plan reviewer's interpretation of the code(s) at the time
of application for the permit; this is outside DBI's control.
F. Make a visual presentation of the design concept to include the following
elements:
[] Final space plan
[] Color scheme showing samples of materials and finishes.
[] Floor plan with colors illustrating carpet and other design features as
necessary.
G. Review with AMISYS preliminary budget parameters as they relate to the
design concept.
H. Obtain written approval from AMISYS of the final space plan, the design
concept and the preliminary budget parameters.
Phase II: Design Development
The design development process refines the concepts formatted in the schematic
design phase. A design analysis, which details the elements of the design
criteria, and a cost estimate/budget reflecting the construction build-out is
presented. Upon AMISYS' approval of the User's Statement of Requirements and
the Schematic Design Phase, DBI will proceed with Design Development during
which we propose to:
A. Prepare 1/4" = 1'- 0" scale plans for typical offices, workstations, support
areas, etc. as required to adequately develop the final space plan.
B. Refine and develop interior architecture, finish and color selections based
on AMISYS' initial reaction to the design concept.
C. Develop a project budget which reflects the design concept and is based on
preliminary budget parameters.
D. Make a visual presentation of certain aspects of the design concept
consisting of:
[] Definitive design drawing illustrating special area treatments and
feature designs.
[] Material, color and finish recommendations for interior surfaces.
[] Partition and equipment layouts including personnel locations for the
general
<PAGE>
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 3
office and special areas.
[] Reflected ceiling, electrical and telephone outlet criteria, and HVAC
coordination for layout.
E. Meet with AMISYS to review the Project Schedule, and generally assist and
advise to ensure that timely decisions are made to govern subsequent work.
F. Obtain written approval from AMISYS of the Design Development Phase.
Phase III: Selection and Specification of Furniture
Meetings are held with AMISYS to establish a budget, image and requirements for
the selection of any new furniture. Furniture specifications for new and/or
refurbished items are prepared based on the client's final selection.
Additionally, assistance in obtaining and evaluating bids for the procurement of
new and/or refurbished furniture is also provided.
Concurrent with the Schematic Design and Design Development Phases, DBI will
proceed with the selection and specification of new furniture to include the
following:
A. Develop a furniture budget which reflects the design concept and is based on
preliminary budget parameters.
B. Establish furniture requirements based on need, function, performance,
budget, etc.
C. Develop three (3) alternate schemes for private offices.
D. Review furniture selections with AMISYS to meet budget options.
E. Make a visual presentation to AMISYS consisting of the following:
[] Furniture layout options illustrating areas which require new furniture.
[] Recommended furniture and equipment items including materials, colors and
finishes, illustrations and photographs and samples.
F. Present budget options to AMISYS based on plan concept and development
options.
<PAGE>
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 4
G. Work with AMISYS to review furniture products and furniture dealers.
H. Prepare furniture plan(s) showing furniture items and their locations
throughout the space for final approval by AMISYS.
I. Prepare specifications for new furniture items, referencing manufacturer's
catalog number, and giving a description, picture, and fabric or finish
samples where applicable.
J. Assist AMISYS with securing bids from a maximum of four (4) qualified
furniture dealers for the procurement and installation of items specified.
K. Assist and advise AMISYS in the analysis of cost quotations, the content and
issuance of final contracts and purchase orders.
L. Coordinate furniture delivery with the construction schedule and project
participants.
M. Be available during the installation of new furniture items to ensure that
items are installed in the specified manner and locations.
N. Prepare a punch list of deficiencies for items related to the furniture and
furnishings trades.
O. Review corrected punch list of deficiencies and prepare, as required, one
additional punch list for furniture and furnishing items.
P. Schedule a maximum of three (3) meetings with AMISYS if required and non-
performing suppliers or contractors to establish a method of completing or
correcting deficiencies to AMISYS' satisfaction.
Q. Document all essential meetings and phone conversations with AMISYS and
furniture dealers/consultants.
Note: The furniture specifications will be based on AMISYS' approved budget.
Any revisions to the budget may result in revisions to the
specifications. This will be considered an additional service, and will
be billed on an hourly rate basis.
<PAGE>
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 5
Recommendations are made entirely with AMISYS' interest in mind. All
costs will be obtained on a competitive bid system, with all trade
discounts given to AMISYS in full. All purchasing will be by AMISYS.
Phase IV: Contract Documents
The approved design is delineated in contract documents including schedules and
legends, specifications of construction materials and methods, fully dimensioned
plans, elevations, sections and details as required to convey the intention of
the build-out of the space.
Upon AMISYS' approval of the Design Development Phase, DBI proposes to:
A. Prepare engineering package, consisting of final space plan noting special
heating, ventilating, air conditioning, and/or plumbing requirements for
M/E/P engineer to include drawings.
B. Prepare Contract Documents consisting of:
[] Title sheet with general notes, symbols and abbreviations.
[] Schedule and legend sheet.
[] Dimensioned partition plan(s) indicating room names and numbers, door
types, partition types and locations, etc.
[] Reflected ceiling plan(s) showing all lighting fixtures (indicating
special switching locations) and HVAC grill locations.
[] Telephone and electrical plan(s) showing outlet locations and noting
special equipment locations.
[] Finish plan(s) and/or schedules noting materials and their locations
throughout the space.
[] Interior elevations as required.
[] Details of special construction and millwork.
C. Prepare specifications for construction.
D. Coordinate architectural Contract Documents with engineering drawings.
E. Submit Contract Documents to AMISYS for written approval.
<PAGE>
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 6
F. Prepare required permit sets for submission for permit by general contractor
and/or permit expeditor. The cost of the permit expeditor is included in the
---------------------------------------------------
fixed price of this contract.
----------------------------
Phase V: Contract Administration
Contract Administration includes on-site visits to the job site to review the
build-out for accordance with the contract documents, review of shop drawings
and submittals, preparation of a punch list of items requiring completion or
repair and coordination of the installation of furnishings. During the Contract
Administration Phase, DBI proposes to:
A. Provide administrative services, to include:
[] appropriate on-site observation of construction and finishing trades, as
required, for conformance with contract documents.
[] review of shop drawings and material submissions for compliance with
contract documents, where applicable.
[] attendance at project meetings during construction, as required.
B. Prepare a punch list of deficiencies for items related to construction
trades when the project is sufficiently complete.
Note: One (1) follow-up to the punch list is included within the scope of
this proposal.
C. Attend a maximum of three (3) meetings, if required with AMISYS and non-
performing suppliers or contractors to establish a method of completing or
correcting deficiencies to AMISYS' satisfaction.
Note: DBI cannot be held responsible for any delays in the construction
schedule and/or delivery of furnishings, custom millwork, or special
finishes due to factory overloads, delivery of materials, strikes, etc.,
and cannot be held liable for third party omissions or errors not due to
our negligence or willful act.
<PAGE>
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 7
Phase VI: Phasing
Coordination of out-of-normal sequences construction operations for not more
than seven (7) phases.
Phase VII: Demolition Documents
Preparation of not more than seven (7) sets of Demolition Permit Documents for
Montgomery County.
ENGINEERING SERVICES
- --------------------
The following entities are subcontractors of DBI Architects, P.C.:
- -----------------------------------------------------------------
A. Mechanical, Electrical, Plumbing Engineering
See attached proposal dated January 16, 1997 for detailed scope of work.
- ------------------------------------------------------------------------
B. Data/Voice Consultant--Frontier Network Solutions Company
See attached proposal dated January 10, 1997 for detailed scope of work.
See attached proposal dated January 25, 1997 for additional services hourly
fee schedule.
C. Audio/Visual Consultant--Electro-Media Design, Ltd.
See attached proposal dated January 15, 1997 for detailed scope of work.
D. Security Consultant--CETROM Consulting Engineering, Inc.
See attached proposal dated January 24, 1997 for detailed scope of work.
<PAGE>
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 8
Additional Services, Exclusions
The following Additional Services are not included within the scope of this
proposal, except to the extent that they fall within the three (3) meetings for
---------------------------------------------------------------------
clarifications, and will be provided on an hourly rate basis.
- --------------
A. Revisions to Client-approved Statements of User Request that affect the
layout and location of space.
B. Revisions to Client-approved final Space Plan presented in Schematic Design
(other than minor modifications).
C. Revisions to Client-approved Design Development Package.
D. Revisions to Client-approved Contract Documents.
E. Preparation of and/or revisions to Contract Documents to reflect extensive
alternate pricing or repricing from the contractors, manufacturers,
suppliers and/or dealers.
F. Any additional services caused by default of the contractor, manufacturers,
suppliers and/or dealers, or any additional services caused by major defects
in the work.
G. Extensions and/or delays to project schedule.
<PAGE>
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 9
Professional Compensation
DBI proposes to provide the scope of services based on the Fee Summary in
Attachment "A". We will invoice monthly based on the percentage of work
completed the previous month.
Hourly Rate Schedule
Any services not listed in the Scope of Services will be billed hourly. Any
revisions to the client approved Statement of Requirements during the space
planning that affect the layout and location of space will be considered an
additional service. Likewise, any changes and/or revisions to drawings,
documents, etc. after client approval will also be considered an additional
service.
Our professional fees for additional services will be based on the following
hourly rates:
Principal/Vice President $160.00 per hour
Project Director $130.00 per hour
Senior Architect/Project Manager $110.00 per hour
Senior Designer $105.00 per hour
Project Designer $75-85.00 per hour
CADD Architect $65-75.00 per hour
Interior Architect / Designer $45-70.00 per hour
We guarantee the above rates for the duration of the project which is projected
----------------------------------------------
to be March 1, 1997.
- -------------------
Terms and Conditions
Billings shall be rendered monthly and are due within thirty (30) days; an
----------------
interest charge of one percent (1%) per month shall be applied to past due
----------------
billings, except those which AMISYS has requested additional information.
--------------------------------------------------------------
<PAGE>
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 10
DBI reserves the right to stop all work should payment of invoices become
delinquent. In the event that either party shall initiate litigation or
---------------------------
collection efforts due to the other party's failure to fulfill any of the
-------------------------------------------
obligations hereunder, the prevailing party shall be entitled to recover all
- ------------------------------------------------------------------------
costs of such litigation or collection efforts including attorney's fees.
Our standard invoice format will be provided for review prior to the
commencement of work, if requested. Any modifications necessary for your
records will require additional programming and will be invoiced at the standard
hourly rates.
In addition to the professional consulting fees, DBI is to be reimbursed for
blueprints and other reproduction expenses, messenger services, facsimile
transmissions, travel and out-of-town living expenses. These expenses will be
invoiced separately at 1.15 of actual cost, as costs are accumulated. Mileage
will be invoiced at $0.31 per mile.
All DBI work product undertaken for AMISYS including, but not limited to, all
- -----------------------------------------------------------------------------
blueprints, drawings and plans, shall be provided to AMISYS upon request.
- ------------------------------------------------------------------------
Additional Services Available at Standard Hourly Rates
Base Building Services
Pre-design analysis
Work letter development
Lobby, public area, and elevator design
Budget and cost estimating
Construction administration and site visits
Preparation of punch list
Graphics Services
Prototypical space plans
Leasing brochures
Signage and graphics
Renderings, models, photography
Supplementary Services
Artwork programs
Plant supply and maintenance programs
<PAGE>
AMISYS Managed Care Systems, Inc.
DBI Contract #2512-R1
March 18, 1997, Revised
Page 11
The above Contract represents the entire agreement between DBI Architects, P.C.
and AMISYS Managed Care Systems, Inc. and supersedes all prior negotiations,
representations or agreements written or oral concerning the scope of work
stated herein.
The above Contract may be assigned by AMISYS Managed Care Systems, Inc. to a
- ----------------------------------------------------------------------------
successor in interest to its assets.
- -----------------------------------
The parties hereto may terminate this Agreement at any time prior to the full
completion of services described herein by written instrument, which in the case
-----------------
of DBI must indicate just cause for such action.
- --------------------
If this Agreement meets with your approval, please sign the enclosed copy and
return it as our authorization to proceed.
We thank you again for this opportunity.
Presented By:
_________________________________________________
Kenneth W. Catterton, A.I.A. Date
Principal
Accepted By:
_________________________________________________
Robert Sullivan Date
Vice President, Chief Financial Officer
AMISYS Managed Care Systems, Inc.
KWC/gr
2512-R1.CNT \M3AR
<PAGE>
<TABLE>
<CAPTION>
AMISYS Managed Care Systems, Inc. ATTACHMENT A - Revised 3/10/97 DBI Architects, P.C
===================================================================================================================================
30 WEST GUDE DRIVE
FEE SUMMARY
===================================================================================================================================
ARCHITECTURE MEP ENGINEER * D/V ENGINEER * A/V CONSULT
DESCRIPTION DBI Architects, P.C. CETROM Frontier NS Electro-Media Des
---------------------------------------------------------------------------------------------------
UNIT FIXED FEE UNIT FIXED FEE UNIT FIXED FEE UNIT FIXED FEE
===================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SCHEMATIC DESIGN $ 0.29 $ 26,250 $ 0.05 $ 4,375 $ - $ - $ - $ -
DESIGN DEVELOPMENT $ 0.39 $ 35,000 $ 0.05 $ 4,375 $ 0.03 $ 3,000 $ 0.04 $ 4,040
CONSTRUCTION DOCUMENTS $ 0.83 $ 74,375 $ 0.39 $ 35,000 $ 0.09 $ 8,250 $ 0.05 $ 4,120
CONSTRUCTION ADMINISTRATION $ 0.58 $ 52,500 $ 0.24 $ 21,875 $ 0.04 $ 3,750 $ 0.04 $ 3,790
FURNITURE $ 0.97 $ 87,500 $ - $ - $ - $ - $ - $ -
PHASING $ 0.49 $ 43,750 $ 0.24 $ 21,875 $ - $ - $ 0.01 $ 900
DEMOLITION DOCUMENTS $ 0.15 $ 13,125 $ 0.15 $ 13,125 $ - $ - $ - $ -
===================================================================================================================================
TOTAL FEE $ 3.69 $ 332,500 $ 1.12 $ 100,625 $ 0.17 $ 15,000 $ 0.14 $ 12,850
===================================================================================================================================
CONTRACTED THROUGH DCS Ltd. (1/6/1997) $ 74,315 $ 458 $ - $ -
===================================================================================================================================
DBI Architects, P.C. FEE $ 258,185 $ 100,167 $ 15,000 $ 12,850
===================================================================================================================================
<CAPTION>
==================================================================================
*SECURITY CONS TOTAL
CETROM
-------------------------------------------------
UNIT FIXED FEE UNIT FIXED FEE
==================================================================================
<S> <C> <C> <C> <C>
SCHEMATIC DESIGN $ - $ - $ 0.34 $ 30,625
DESIGN DEVELOPMENT $ 0.04 $ 3,675 $ 0.56 $ 50,090
CONSTRUCTION DOCUMENTS $ 0.04 $ 3,675 $ 1.39 $ 125,420
CONSTRUCTION ADMINISTRATION $ 0.15 $ 13,475 $ 1.06 $ 95,390
FURNITURE $ - $ - $ 0.97 $ 87,500
PHASING $ 0.04 $ 3,675 $ 0.78 $ 70,200
DEMOLITION DOCUMENTS $ - $ - $ 0.29 $ 26,250
==================================================================================
TOTAL FEE $ 0.27 $ 24,500 $ 5.39 $ 485,475
==================================================================================
CONTRACTED THROUGH DCS Ltd. (1/6/1997) $ - $ 74,773
==================================================================================
DBI Architects, P.C. FEE $ 24,500 $ 410,702
==================================================================================
</TABLE>
RENTABLE AREA 90,004 SF
* Fee allocation revised 3/10/97. Total fee amounts do not change.
<PAGE>
EXHIBIT 11.01
AMISYS Managed Care Systems, Inc.
COMPUTATION OF EARNINGS PER SHARE
(in thousands, except share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1997 1996
---- ----
<S> <C> <C>
Net income $ 1,013 $ 737
============== ===========
Weighted average common shares outstanding 7,754,700 7,565,000
Weighted average options exercised during the period 14,773 2,051
Stock options issued within one year of initial public offering
(using the treasury stock method and the initial
public offering price of $14.50 per share) -- 597,430
Stock options issued (using treasury stock method and the
average price of $18.21 per share for the period presented,
respectively)
525,058 --
------- ---------
Weighted average number of common shares outstanding 8,294,532 8,164,481
========= =========
Net income per common share and common share equivalent $ 0.12 $ 0.09
======== ======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
(FILE NO. 0-22614) WHICH INCLUDES BALANCE SHEETS AND STATEMENTS OF OPERATIONS
FOR THE PERIODS PRESENTED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 23,398
<SECURITIES> 1,121
<RECEIVABLES> 14,333
<ALLOWANCES> 533
<INVENTORY> 0
<CURRENT-ASSETS> 39,984
<PP&E> 4,612
<DEPRECIATION> 1,530
<TOTAL-ASSETS> 43,154
<CURRENT-LIABILITIES> 8,337
<BONDS> 0
0
0
<COMMON> 8
<OTHER-SE> 34,809
<TOTAL-LIABILITY-AND-EQUITY> 43,154
<SALES> 12,262
<TOTAL-REVENUES> 12,262
<CGS> 6,751
<TOTAL-COSTS> 11,115
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15
<INCOME-PRETAX> 1,468
<INCOME-TAX> 455
<INCOME-CONTINUING> 1,013
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,013
<EPS-PRIMARY> 0.12
<EPS-DILUTED> 0.00
</TABLE>
