LANVISION SYSTEMS INC
10-Q, 1997-06-11
COMPUTER INTEGRATED SYSTEMS DESIGN
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<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 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:  0-01494

                            LANVISION SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                             31-1455414
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

                          One Financial Way, Suite 400
                          Cincinnati, Ohio 45242-5859
              (Address of principal executive offices) (Zip Code)

                                 (513) 794-7100
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____

         Number of shares of Registrant's Common Stock ($.01 par value per
share) issued and outstanding, as of June 2, 1997: 8,896,500.

                                       1
<PAGE>   2



<TABLE>
<CAPTION>
                               TABLE OF CONTENTS

                                                                                                     Page
                                                                                                     ----
<S>                                                                                                   <C>
Part I.    FINANCIAL INFORMATION

Item 1.    Condensed Consolidated Financial Statements

       Condensed Consolidated Balance Sheets at April 30, 1997 and January 31, 1997 . . . . . .        3

       Condensed Consolidated Statements of Operations for the three months
           ended April 30, 1997 and 1996  . . . . . . . . . . . . . . . . . . . . . . . . . . .        5

       Condensed Consolidated Statements of Cash Flows for the three months
           ended April 30, 1997 and 1996  . . . . . . . . . . . . . . . . . . . . . . . . . . .        6

       Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . . . . . .        7

Item 2.    Management's Discussion and Analysis of Financial Condition and
                Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        9


Part II.   OTHER INFORMATION

Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       15

Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . .       15

           Signatures  .  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       15
</TABLE>

                                       2
<PAGE>   3



PART I.       FINANCIAL INFORMATION
Item 1.       CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                            LANVISION SYSTEMS, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                     Assets

<TABLE>
<CAPTION>
                                                                        (Unaudited)          (Audited)
                                                                         April 30,          January 31,
                                                                           1997                 1997       
                                                                     ------------------   -----------------
  <S>                                                             <C>                  <C>
  Current assets:
      Cash and cash equivalents                                      $       994,783      $       664,223
      Investment securities                                               11,121,375           16,407,270
      Accounts receivable, net of allowance for doubtful
          accounts of $220,000 and $205,000, respectively                  2,046,212            2,934,230
      Unbilled receivables                                                 1,000,272              663,626
      Other                                                                  908,119              572,968  
                                                                     ---------------      ---------------  
            Total current assets                                          16,070,761           21,242,317

  Property and equipment:
      Computer equipment                                                   1,828,063            1,536,513
      Computer software                                                      221,569              173,359
      Office furniture, fixtures and equipment                             1,011,513              962,880
      Leasehold improvements                                                 280,736              267,244  
                                                                     ---------------      ---------------  
                                                                           3,341,881            2,939,996
      Accumulated depreciation and amortization                             (880,995)            (687,832) 
                                                                     ---------------      ---------------  
                                                                           2,460,886            2,252,164
  Investment securities                                                   11,019,795            9,520,279
  Capitalized software development costs, net of accumulated
    amortization of $563,563 and $533,563, respectively                      313,366              244,366
  Other                                                                       71,566               40,519  
                                                                     ---------------      ---------------  
                                                                     $    29,936,374      $    33,299,645  
                                                                     ===============      =============== 
</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>   4



                            LANVISION SYSTEMS, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                      Liabilities and Stockholders' Equity

<TABLE>
<CAPTION>
                                                                         (Unaudited)           (Audited)
                                                                          April 30,           January 31,
                                                                             1997                 1997       
                                                                       ------------------   -----------------
  <S>                                                               <C>                  <C>
  Current liabilities:
      Accounts payable                                                 $     1,215,948      $     1,249,337
      Accrued compensation                                                     502,610              555,235
      Accrued other expenses                                                   976,244            1,073,167
      Deferred revenues                                                        361,190              500,783  
                                                                       ---------------      ---------------  
            Total current liabilities                                        3,055,992            3,378,522

  Stockholders' equity:
      Preferred stock $.01 par value per share, 5,000,000 shares
          authorized, no shares issued and outstanding                               -                    -
      Common stock, $.01 par value per share, 25,000,000 shares
          authorized, 8,896,500 shares issued and outstanding                   88,965               88,965
      Capital in excess of par value                                        35,110,817           35,110,817
      Accumulated (deficit)                                                 (8,204,972)          (5,359,265)
      Unrealized net gains on investment securities, net of taxes               56,197               80,606
      Treasury stock, at cost, 35,000 shares                                  (170,625)                   -  
                                                                       ---------------      ---------------  
  Total stockholders' equity                                                26,880,382           29,921,123
                                                                       ---------------      ---------------                 
                                                                       $    29,936,374      $    33,299,645  
                                                                       ===============      ===============  
</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>   5



                            LANVISION SYSTEMS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                          Three Months Ended April 30,

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                          1997                1996        
                                                                    ------------------  ------------------
   <S>                                                           <C>                  <C>
   Revenues:
       Systems sales                                                $     1,170,561     $     1,674,317
       Service, maintenance and support                                     942,632             439,176   
                                                                    ---------------     ---------------   
           Total revenues                                                 2,113,193           2,113,493   
                                                                    ---------------     ---------------   

   Operating expenses:
       Cost of systems sales                                                629,528             996,884
       Cost of service, maintenance and support                           1,107,086             481,197
       Selling, general and administrative                                2,570,235           1,056,213
       Product research and development                                     982,315             279,736   
                                                                    ---------------     ---------------
           Total operating expenses                                       5,289,164           2,814,030
                                                                    ---------------     ---------------
       Operating (loss)                                                  (3,175,971)           (700,537)
   Other income (expense), including interest expense
     of $79,684 in 1996                                                     330,264             (79,645)
                                                                    ---------------     ---------------
       Net (loss)                                                   $    (2,845,707)    $      (780,182)
                                                                    ===============     ===============

   (Loss) per common share                                          $      (0.32)       $       (.12)  
                                                                    ===============     =============== 

   Number of shares used in per common share computation                  8,886,388           6,404,694
                                                                    ===============     ===============
</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                       5
<PAGE>   6



                            LANVISION SYSTEMS, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                          Three Months Ended April 30,

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                       1997                 1996        
                                                                 ------------------   ------------------
  <S>                                                         <C>                  <C>
  Operating activities:
  Net (loss)                                                     $    (2,845,707)     $      (780,182)
  Adjustments to reconcile net (loss) to net cash
    provided by (used for) operating activities:
       Depreciation and amortization                                     223,163               31,817

  Cash provided by (used for) assets and liabilities:
       Accounts and unbilled receivables                                 551,372             (295,705)
       Other assets                                                     (335,151)            (620,371)
       Accounts payable and accrued expenses                            (182,936)           1,590,785
       Deferred revenues                                                (139,593)             459,350   
                                                                 ---------------      ---------------   
  Net cash provided by (used for) operating activities                (2,728,852)             385,694

  Investing activities:
  Purchases of investment securities                                 (11,838,463)                  --
  Sales of investment securities                                      15,600,433                   --
  Purchases of property and equipment                                   (401,885)            (110,825)
  Capitalization of software development costs                           (99,000)             (35,000)
  Other                                                                  (31,048)                   -   
                                                                 ---------------      ---------------   
  Net cash provided by (used for) investing activities                 3,230,037             (145,825)

  Financing activities:
  Payments on line of credit, net                                             --             (600,000)
  Issuance of common stock                                                    --           34,404,782   
  Purchase of treasury stock                                            (170,625)                  --
                                                                 ---------------      ---------------   
  Net cash provided by financing activities                             (170,625)          33,804,782   
                                                                 ---------------      ---------------   

  Increase (decrease) in cash                                            330,560           34,044,651
  Cash at beginning of period                                            664,223                   --   
                                                                 ---------------      ---------------   
  Cash and short term cash equivalents at end of period          $       994,783      $    34,044,651   
                                                                 ===============      ===============   

  Supplemental cash flow disclosures:
      Income taxes paid                                          $            --      $            --
      Interest paid                                              $            --      $        79,684
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                       6
<PAGE>   7



                            LANVISION SYSTEMS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)

Note 1 - BASIS OF PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements have
been prepared by the Company without audit, in accordance with generally
accepted accounting principles for interim financial information, pursuant to
the rules and regulations applicable to quarterly reports on Form 10-Q of the
Securities and Exchange Commission. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation of the Condensed Consolidated Financial Statements have
been included. These Condensed Consolidated Financial Statements should be read
in conjunction with the financial statements and notes thereto included in the
LanVision Systems, Inc. Annual Report on Form 10-K, Commission File Number
0-01494. Operating results for the three months ended April 30, 1997, are not
necessarily indicative of the results that may be expected for the fiscal year
ending January 31, 1998.

Note 2 - CASH EQUIVALENTS

Short-term cash equivalents at April 30, 1997, consist of investments in money
market funds (which invests in U.S. Treasury Securities). For purposes of the
Condensed Consolidated Statements of Cash Flows, the Company considers all
highly liquid debt instruments with original maturities of three months or less
to be cash equivalents.

Note 3 - PUBLIC OFFERING OF COMMON STOCK

On April 18, 1996, the Company issued 2,912,500 Shares of Common Stock in an
Initial Public Offering. The net proceeds to the Company, before expenses, was
$35,211,147.

Note 4 - CHANGES IN ACCOUNT BALANCES

Other income (expense), net consists primarily of interest income on
investments during the first quarter of fiscal 1997, and interest expense on
outstanding indebtedness, prior to the initial public offering, in the first
quarter of fiscal 1996.

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<PAGE>   8

Other current assets consist primarily of prepaid insurance, and acquired
software and hardware awaiting installation at customer sites. The increase at
April 30, 1997, results from the acquisition of hardware and software
purchased, late in the quarter, for installation at customer sites and
increases in prepaid insurance.

The decrease in deferred revenue relates primarily to the recognition, as
revenue during the quarter, of a previously deferred software development
porting fee until the completion of the program.

Note 5 - EARNINGS PER SHARE

On April 18, 1996, the Company issued 2,912,500 shares of Common Stock in an
Initial Public Offering and issued 1,496,000 common shares upon conversion of
the Company's Convertible Redeemable Preferred Stock. (See Note 3.) Per share
data and numbers of common shares contained in these Condensed Consolidated
Financial Statements and in Management's Discussion and Analysis of Financial
Condition and Results of Operations reflect the 4,408,500 shares issued.

The (loss) per common share is calculated using the weighted average number of
common shares outstanding during the quarter. During the first quarter of
fiscal 1996, the common shares outstanding (6,404,694), assumes the conversion
of the Convertible Redeemable Preferred Stock to 1,496,000 shares of Common
Stock, on an if converted basis as of the beginning of the quarter, and the
issuance of 2,912,500 common shares on April 18, 1996, the date of the Initial
Public Offering.

The (loss) per common share calculation, excludes the effect of the common
stock equivalents (stock options) as the inclusion thereof would be
antidilutive.

In February, 1997, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 128, Earnings per Share. Currently management is
assessing the effect of this pronouncement on its calculation of earnings per
share. However, it does not appear the pronouncement will have any material
effect upon the previously reported earnings per share of the Company.

                                       8
<PAGE>   9




Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

In addition to historical information contained herein, this Discussion and
Analysis contains forward-looking statements. The forward-looking statements
contained herein are subject to certain risks and uncertainties that could
cause actual results to differ materially from those reflected in the
forward-looking statements, including those discussed below. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which reflect management's analysis only as of the date hereof. The Company
undertakes no obligation to publicly release the results of any revision to
these forward-looking statements which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.

RESULTS OF OPERATIONS:

GENERAL

LanVision is a leading provider of healthcare information access systems that
enable hospitals and integrated healthcare networks to capture, store, manage,
retrieve and process vast amounts of clinical and financial patient
information.  The Company's systems deliver on-line enterprise-wide access to
fully-updated patient information which historically was maintained on a
variety of media, including paper, magnetic disk, optical disk, x-ray film,
video, audio and microfilm. LanVision's systems, which incorporate data
management, document imaging and workflow technologies, consolidate patient
information into a single repository and provide fast and efficient access to
patient information from universal workstations located throughout the
enterprise, including the point of patient care. The systems are specifically
designed to meet the needs of physicians and other medical and administrative
personnel and can accommodate multiple users requiring simultaneous access to
patient information, thereby eliminating file contention. By providing access
to all forms of patient information, the Company believes that its healthcare
information access systems are essential components of the computer-based
patient record.

The Company's revenues are derived from the licensing and sale of systems
comprised of internally developed software, third party software and hardware,
and from professional services, maintenance and support services. The
professional services include consulting, implementation, training, project
management and custom software development and currently are provided only to
the company's customers with installed systems or who are in the process of
installing systems. Revenues from professional services, maintenance and
support services typically are expected to increase as the number of installed
systems increases, although the margins on these revenues are expected to
fluctuate based upon the negotiated terms of the agreement with each customer
and the Company's ability to fully utilize its professional services,
maintenance and support services staff. The highest margin on systems sales is
on proprietary software with lower margins on third

                                       9
<PAGE>   10

party hardware and software. Systems sales to any given customer may include
differing configurations of software and hardware, resulting in varying margins
among contracts.

The decision by a healthcare provider to replace, substantially modify or
upgrade its information systems is a strategic decision and often involves a
large capital commitment requiring an extended approval process. The sales
cycle for the Company's systems have typically taken six to eighteen months, or
sometimes longer, from initial contact to the execution of a sales agreement.
As a result, the length of the sales cycle causes variations in quarter to
quarter results. Sales agreements cover the entire implementation of the
systems and specify the implementation schedule, which typically takes place in
one or more phases. The agreements generally provide for the licensing of the
Company's software and third party software with a one-time perpetual license
fee that is adjusted depending on the number of workstations using the
software. Third party hardware is usually sold outright, with a one-time fee
charged for installation and training. Specific software customization,
development of interfaces to existing customer systems and other professional
services are sold on a fixed fee or a time and material basis.

LanVision enters into agreements with its customers to specify: the scope of
the systems to be installed and services to be provided by LanVision, the
agreed upon aggregate price and the preliminary timetable for implementation.
The sales agreement typically provides that the Company will deliver the
systems in phases pursuant to the customer's purchase orders, thereby allowing
the customer flexibility in the timing of its receipt of systems and to make
adjustments that may arise upon changes in technology or changes in customer
needs. Some of the Company's sales agreements proved that the customer may
terminate its agreement upon a material breach by the Company, may delay
certain aspects of the installation and may terminate the agreement at the
customer's discretion without penalty and without regard to the Company's
performance. The sales agreements also allows the customer to request
additional components as the installation progresses, which additions are then
separately negotiated as to price and terms. Historically, customers have
ultimately purchased systems and services in addition to those originally
contemplated by the original sales agreement, although there can be no
assurance that this trend will continue in the future.

UNEVEN PATTERNS OF QUARTERLY OPERATING RESULTS

The Company's revenues from systems sales have varied, and may continue to
vary, significantly from quarter to quarter as a result of the volume and
timing of systems sales and delivery. Professional services revenues also
fluctuate from quarter to quarter as a result of the timing of the installation
of software and hardware, project management and customized programming.
Revenues from maintenance services do not fluctuate significantly from quarter
to quarter, but have been increasing as the number of customers increase.
Because a significant percentage of the Company's operating costs are expensed
as incurred, a variation in the timing of systems sales and installations and
the resulting revenue recognition can cause significant variations in operating
results from quarter to quarter. Accordingly, the Company believes that
quarter-to-quarter comparisons of its revenues and operating results from the
above factors and the significant

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<PAGE>   11

expansion of operations, as discussed below, may not necessarily be meaningful
and should not be relied upon as indicators of future performance.

Generally, revenue from systems sales is recognized when a sales agreement
is signed and products are shipped. Revenue recognition related to routine
installation, integration and other insignificant obligations is deferred until
the work is performed. If an agreement requires the Company to perform services
and modifications that are deemed significant to system acceptance, revenue
related to the delivered hardware and software components is deferred until
such obligations are deemed insignificant. Revenue from consulting, training
and implementation services is recognized as the services are performed.
Revenue from short-term support and maintenance agreements is recognized
ratably over the term of the agreements. Because the progress billing terms and
conditions of the agreements often do not coincide with the revenue
recognition, billings to customers prior to the recognition of the revenue are
classified as deferred revenue. Revenue recognized prior to progress billings
to customers is recorded as unbilled receivables.

The Company's revenues and operating results may vary significantly from
quarter to quarter as a result of a number of other factors, many of which are
outside the Company's control. These factors include the relatively large size
of sales agreements, unpredictability in the number and timing of systems
sales, length of the sales cycle, delays in the installation process and
changes in the customer's financial condition or budget. As a result, period to
period comparisons may not be meaningful with respect to the past operations of
the Company nor are they necessarily indicative of the future operations of the
Company.

REVENUES:

Revenues for the fiscal quarter ended April 30, 1997, were $2,113,193 compared
with $2,113,493 in the comparable quarter of 1996. There were two new sales
agreements executed with new customers during the first quarter of 1997
(Memorial Sloan-Kettering Cancer Center of New York City and Lakeland Health
Services, for its Highland Park Hospital, in Highland Park, IL) which two new
agreements contributed approximately $900 thousand in revenues during the three
months ended April 30, 1997. Portions of these new agreements will be
implemented in future periods. The remaining revenue came from implementation
of previously signed agreements (backlog) and from add-on sales to existing
customers. As previously discussed, after a sales agreement is executed,
LanVision does not record revenues until it ships the hardware and software or
performs the agreed upon services. The commencement of revenue recognition
varies depending on the size and complexity of the system and the scheduling of
the implementation, training, interface development and other services
requested by the customer. Three customers, including the two new customers
mentioned above, accounted for approximately 59% of the revenues for the first
quarter of 1997 and three customers accounted for 90% of the revenues for the
first quarter of 1996.

                                       11
<PAGE>   12

OPERATING EXPENSES:

Cost of System Sales

The cost of systems sales includes amortization of capitalized software
development costs, royalties and the cost of third party software and hardware.
Cost of systems sales as a percentage of systems sales may vary from period to
period depending on the hardware and software configuration of the systems
sold.  The cost of systems sales as a percentage of systems sales for the first
quarter of 1997 and 1996 were 54% and 59%, respectively.

Cost of Service, Maintenance and Support

The cost of service, maintenance and support includes compensation and benefits
for support and professional services personnel and the cost of third party
maintenance contracts. As a percentage of service, maintenance and support
revenues, the cost of such service, maintenance and support was 117% and 109%
for the first quarter of fiscal 1997 and 1996, respectively.

The service, maintenance and support staff consisted of thirty persons in the
first quarter of 1997 compared with fifteen in the comparable prior quarter.
LanVision's Professional Services and support staffs were expanded, subsequent
to the initial public offering, in anticipation of increases in systems sales.
The number of new systems sales has been less than expected, and accordingly,
the billable hours have been less than the Company's internal plan.

Selling, General and Administrative

Selling, General and Administrative expenses consist primarily of: compensation
and related benefits and reimbursable travel and living expenses related to the
Company's sales, marketing and administrative personnel; advertising and
marketing expenses, including trade shows and similar type sales and market
expenses; and general corporate expenses, including occupancy costs. During the
first quarter of fiscal 1997, selling, general and administrative expenses
increased to $2,570,235 compared with $1,056,213 in the comparable prior
quarter. During the second through fourth quarters of fiscal 1996, the company
significantly expanded its direct sales and marketing and indirect sales
operations, including the infrastructure necessary to support its anticipated
future operations, in order to take advantage of the growth market
opportunities in the healthcare information systems market. At the end of the
first quarter of 1997, the selling, general and administrative staff consisted
of 51 persons compared with 16 persons at the end of the first quarter of 1996.
Additionally, expenses for advertising, trade shows and other marketing
programs for the first quarter of fiscal 1997, were approximately $ 180,000
greater than the first quarter of fiscal 1996. Selling, general and
administrative expenses includes $ 180,000 in the first quarter of fiscal 1997,
related to an employee severance agreement.

Product Research and Development

                                       12
<PAGE>   13

Product research and development expenses consist primarily of: compensation and
related benefits; the use of outside contractors for specific projects; and an
allocated portion of general overhead costs, including occupancy. At April 30,
1996, the product research and development staff consisted of twenty-five
persons compared with ten persons at April 30, 1996. In addition, the Company
has increased substantially the use of independent contractors and software
development firms to supplement the internal research and development staff. The
majority of product research and development expenses for the current quarter
relate to: the continued enhancement and increased functionality of
ChartVision(R) and development of version 2 of AccountVision(TM); the
development of new products to expand the breadth of the product portfolio,
including VisionFlow(R) for electronic document routing and management tools to
support business process reengineering, On-Line Chart Completion(TM) which
automates the identification of deficiencies in patient charts and automatic
routing to appropriate personnel for on-line processing and completion,
MultiView(TM) , an add-on module to ChartVision to enable the display of
multiple documents and enable users to pre-define search criteria and tailor
data, Correspondence module to fulfill requests for information by allowing
electronic searches and distribution of patient information and OmniVision(TM),
an image enabling and workflow technology software that allows access to
information through existing hospital applications. The Company capitalized, in
accordance with Statement of Financial Accounting Standards No. 86, $99,000, and
$35,000 of product research and development costs in the first quarter of fiscal
1997 and 1996, respectively.

Net loss

The net loss for the first fiscal quarter of 1997 was $2,845,707 ($.32)
compared with a net loss of $780,132 ($.12) in the first quarter of 1996. The
increased operating loss is due to the significant expansion of the Company
discussed in the previous paragraphs and fewer new systems sales than expected.

Since commencing operations in 1989, the Company has from time to time incurred
operating losses. Although the Company achieved profitability in fiscal years
1992 and 1993, the Company incurred a net loss in fiscal years 1994, 1995 and
1996. In view of the Company's prior operating history, there can be no
assurance that the Company will be able to achieve consistent profitability on
a quarterly or annual basis or that it will be able to sustain or increase its
revenue growth in future periods. Based upon the expenses associated with
current and planned staffing levels, profitability is dependent upon increasing
revenues.

LIQUIDITY AND CAPITAL RESOURCES

On April 18, 1996, the Company, in its Initial Public Offering, issued
2,912,500 Shares of Common Stock, with net proceeds to the Company, before
expenses, of $35,211,147. The Company has no significant obligations for
capital resources other than operating leases for the existing facilities. It
is expected that existing cash and cash equivalents, and investment securities,

                                       13
<PAGE>   14

as well as cash provided from operations, will be sufficient to meet
anticipated cash requirements, including the planned expansion of staff and
office facilities.

The Company's customers typically have been well-established hospitals or
medical facilities with good credit history, and payments have been received
within normal time frames for the industry. Sales agreements with customers
often involve significant amounts, and contract terms typically require
customers to make progress payments

SIGNED AGREEMENTS - BACKLOG

At April 30, 1997, the Company's customers had entered into sales agreements
for systems and services (excluding support and maintenance) which had not yet
been delivered, installed and accepted which, if fully performed, would
generate sales of approximately $8,163,000. The systems and services related to
the agreements are expected to be delivered or performed, based upon customer
implementation schedules, over the next two to three years. Of the backlog at
April 30, 1997, the Company has received purchase orders for approximately
$3,490,000 of systems and services (excluding maintenance).

In addition, the Company's sales agreements also generally provide for an
initial maintenance period and give the customer the right to subscribe for
maintenance services on a monthly, quarterly or annual basis.

                                       14
<PAGE>   15



Part II. OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

The Company is not currently engaged in any litigation.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

       (11)  Computation of Earnings (Loss) Per Common Share

       (27)  Financial Data Schedule

(b)  Reports on Form 8-K

       None

                                   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.

                                        LANVISION SYSTEMS, INC.

DATE:     June 2, 1997         By:  /s/ J. BRIAN PATSY
          ------------              -------------------------------
                                        J. Brian Patsy
                                        Chief Executive Officer and
                                        President

DATE:     June 2, 1997         By:  /s/ THOMAS E. PERAZZO
          ------------              -------------------------------
                                        Thomas E. Perazzo
                                        Vice President, Chief Financial
                                        Officer and Treasurer

                                       15
<PAGE>   16



                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                   Sequential
Exhibit No.                          Exhibit                        Page No.
- - -----------                          -------                       ----------
   <S>         <C>                                                        <C>
   11          Computation of Earnings (Loss) Per Common Share . . . .    17

   27          Financial Data Schedule . . . . . . . . . . . . . . . .    18
</TABLE>


                                       16

<PAGE>   1



Exhibit 11
LANVISION SYSTEMS, INC.

COMPUTATION OF EARNINGS (LOSS) PER COMMON SHARE

<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                   April 30,               
                                                     --------------------------------------
                                                           1997                 1996       
                                                     ------------------   -----------------
   <S>                                             <C>                    <C>     
   Net (loss)                                        $    (2,845,707)     $      (780,182) 
                                                     ===============      ===============
   Weighted average number of shares outstanding           8,886,388            6,404,694  
                                                     ===============      ===============  
   (Loss) per common share amount                    $         (0.32)     $         (0.12)  
                                                     ===============      ===============  
</TABLE>


                                       17

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Condensed Consolidated Financial Statements for the three months ended
April 30, 1997 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-31-1997
<PERIOD-START>                             FEB-01-1997
<PERIOD-END>                               APR-30-1997
<EXCHANGE-RATE>                                      1
<CASH>                                         994,783
<SECURITIES>                                11,121,375
<RECEIVABLES>                                2,046,212
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            16,070,761
<PP&E>                                       3,341,881
<DEPRECIATION>                                 880,995
<TOTAL-ASSETS>                              29,936,374
<CURRENT-LIABILITIES>                        3,055,992
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        88,965
<OTHER-SE>                                  26,791,417
<TOTAL-LIABILITY-AND-EQUITY>                29,936,374
<SALES>                                      2,113,193
<TOTAL-REVENUES>                             2,113,193
<CGS>                                        1,736,614
<TOTAL-COSTS>                                5,289,164
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                            (2,845,707)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (2,845,707)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (2,845,707)
<EPS-PRIMARY>                                   (0.32)
<EPS-DILUTED>                                        0
        

</TABLE>


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