UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 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: 0-15352
US SERVIS, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2467332
(State or other jurisdiction of (I.R.S. Employer or Identification Number)
incorporation of organization)
220 Davidson Avenue, Somerset, NJ 08873
(Address of Principal Executive Office) (Zip Code)
(732) 764-9898
(Registrant's telephone number, including area code)
(Registrant's Former Name)
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_______
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes _______ No _______
APPLICABLE ONLY TO CORPORATE ISSUERS
At August 12, 1997, the registrant had outstanding 6,351,000 outstanding shares
of Common Stock, $0.01 par value.
<PAGE>
US SERVIS, INC. AND SUBSIDIARIES
INDEX
<TABLE>
Page No.
<S> <C>
PART I - FINANCIAL INFORMATION 1
CONSOLIDATED BALANCE SHEETS AT JUNE 30, 1997 AND
MARCH 31, 1997 2
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
THREE MONTHS ENDED JUNE 30, 1997 AND 1996 3
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
EQUITY FOR THE THREE MONTHS ENDED JUNE 30, 1997 4
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE
MONTHS ENDED JUNE 30, 1997 AND 1996 5-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 7-8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8-10
PART II - OTHER INFORMATION 11-12
SIGNATURES 13
EXHIBIT INDEX 14-16
</TABLE>
<PAGE>
PART I
FINANCIAL INFORMATION
1. Consolidated Financial Statements as at June 30, 1997
The consolidated balance sheet as of March 31, 1997 has been derived
from the audited Consolidated Balance Sheet contained in the Company's
Form 10-K and is presented for comparative purposes. Certain items have
been reclassified to conform to the current presentation. The
accompanying consolidated financial statements presume that users have
read the audited consolidated financial statements of the preceding
fiscal year. Accordingly, footnotes which would have substantially
duplicated such disclosures have been omitted.
The interim consolidated financial statements reflect all adjustments
which are, in the opinion of management, necessary for a fair statement
of the results for interim periods presented. Such interim adjustments
consist solely of normal recurring adjustments. The results of
operations for interim periods are not necessarily indicative of the
results to be expected for a full year.
-1-
<PAGE>
US SERVIS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, March 31,
1997 1997
------------ ------------
ASSETS (UNAUDITED)
<S> <C> <C>
CURRENT ASSETS
Cash and equivalents $5,783,000 $8,063,000
Certificate of deposit 300,000 300,000
Accounts receivable:
Billed, less allowance for doubtful
accounts of $618,000 and $464,000 5,166,000 4,092,000
Unbilled 1,457,000 1,387,000
Prepaid and refundable income taxes 41,000 41,000
Prepaid expenses and other current assets 798,000 838,000
------------ ------------
Total Current Assets 13,545,000 14,721,000
PROPERTY AND EQUIPMENT 1,873,000 1,763,000
OTHER ASSETS:
Software technology, less accumulated amortization
of $541,000 and $481,000 365,000 322,000
Goodwill, less accumulated amortization of $412,000
and $387,000 3,140,000 3,164,000
Other 808,000 769,000
------------ ------------
Total Other Assets 4,313,000 4,255,000
------------ ------------
$19,731,000 $20,739,000
============ ============
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $1,418,000 $1,414,000
Accrued payroll & benefits 1,249,000 1,015,000
Accrued restructuring charges 522,000 696,000
Accrued expenses for use of trade name - 62,000
Other accrued expenses 1,001,000 995,000
Current portion of capital lease obligation 273,000 263,000
Deferred income 325,000 439,000
Customers' deposits and other current liabilities 327,000 325,000
------------ ------------
Total Current Liabilities 5,115,000 5,209,000
LONG-TERM LIABILITIES:
Accrued restructuring charges - net of current portion 369,000 369,000
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Convertible preferred stock, par value $.01 per share
10,0000,000 shares authorized, 2,500,000 issued
and outstanding (liquidation preference $11,121,000)
at June 30, 1997 25,000 25,000
Common stock $.01 par value; 30,000,000 shares
authorized; 6,367,000 shares issued 64,000 64,000
Capital in excess of par value 24,874,000 24,865,000
Retained earnings (deficit) (10,012,000) (8,805,000)
Subscription receivable (140,000) (140,000)
Note receivable - related party (505,000) (789,000)
------------ ------------
14,306,000 15,220,000
Less Treasury Stock at cost: 15,700 shares 59,000 59,000
------------ ------------
Total Shareholders' Equity 14,247,000 15,161,000
------------ -------------
$19,731,000 $20,739,000
============ =============
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
US SERVIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
1997 1996
<S> <C> <C>
REVENUES:
Service fees 5,893,000 4,604,000
Sales of equipment 5,000 98,000
Software license fees 133,000 22,000
Interest and other 92,000 67,000
----------- -----------
6,123,000 4,791,000
EXPENSES:
Cost of services 4,434,000 3,361,000
Cost of equipment sales 2,000 46,000
Research and development 534,000 493,000
Selling, general and administrative 2,051,000 1,708,000
Interest expense 25,000 31,000
Loan Impairment Charge 284,000 -
----------- -----------
7,330,000 5,639,000
----------- -----------
LOSS BEFORE INCOME TAXES (1,207,000) (848,000)
BENEFIT FOR FEDERAL AND STATE INCOME TAXES - -
----------- -----------
NET LOSS (1,207,000) (848,000)
=========== ===========
NET LOSS PER COMMON SHARE (0.22) (0.15)
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,351,000 6,296,000
=========== ===========
</TABLE>
3
<PAGE>
US SERVIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
CAPITAL IN
PREFERRED STOCK COMMON STOCK EXCESS OF
SHARES PAR VALUE SHARES PAR VALUE PAR VALUE
----------- -------------- --------- ------------- --------------
<S> <C> <C> <C> <C> <C>
BALANCE, MARCH 31, 1997 2,500,000 $25,000 6,367,000 $64,000 $24,865,000
THREE MONTHS ENDED
JUNE 30,1997
Allowance for loan collateral impairment
Amortization of Stock Issue Costs 9,000
Net Loss
------------- ---------- ----------- ---------- -------------
BALANCE, JUNE 30, 1997 2,500,000 $25,000 6,367,000 $64,000 $24,874,000
============= ========== =========== ========== =============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
US SERVIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED JUNE 30, 1997
(UNAUDITED)
(CONTINUED)
<TABLE>
<CAPTION>
NOTE
RETAINED SUBSCRIPTION RECEIVABLE - TREASURY
EARNINGS RECEIVABLE RELATED PARTY
STOCK
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
BALANCE, MARCH 31, 1997 ($8,805,000) ($140,000) ($789,000) ($59,000)
THREE MONTHS ENDED
JUNE 30,1997
Allowance for loan collateral impairment 284,000
Amortization of Stock Issue Costs
Net Loss (1,207,000)
------------- ---------- ----------- ---------
BALANCE, JUNE 30, 1997 $10,012,000) ($140,000) ($505,000) ($59,000)
============= ========== =========== =========
</TABLE>
See accompanying notes to consolidated financial statements.
4-A
<PAGE>
US SERVIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
1997 1996
------------ ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($1,207,000) ($848,000)
Adjustments to reconcile net loss to net cash flows
from operating activities:
Depreciation and amortization of property and equipment 169,000 162,000
Accrued interest on capitalized lease obligations 10,000 20,000
Amortization of software technology 60,000 43,000
Amortization of goodwill 24,000 25,000
Amortization of convertible preferred issue costs 9,000 6,000
Gain on sale of equipment - (6,000)
Provision for losses on accounts receivable 154,000 24,000
Amortization of officer stock compensation - -
Loan impairment charge 284,000 -
Changes in operating assets and liabilities-
Accounts receivable (1,298,000) (1,685,000)
Note and installment receivables - 90,000
Prepaid and refundable income taxes - (65,000)
Deferred income taxes 62,000
Prepaid expenses and other current assets 40,000 70,000
Other assets (39,000) (4,000)
Accounts payable 4,000 (124,000)
Accrued payroll & benefits 234,000 110,000
Accrued expenses for use of trade name (62,000) 39,000
Other accrued expenses 6,000 289,000
Accrued restructuring (174,000) (235,000)
Deferred income (114,000) (13,000)
Customer deposits and other current liabilities 2,000 (17,000)
------------ ------------
Net cash flows from operating activities: (1,898,000) (2,057,000)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in software technology (103,000) (58,000)
Purchase of property and equipment (279,000) (67,000)
Proceeds from sale of equipment - 27,000
------------ ------------
Net cash flows from investing activities (382,000) (98,000)
------------ ------------
NET CHANGE IN CASH AND EQUIVALENTS (2,280,000) (2,155,000)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 8,063,000 6,546,000
------------ ------------
CASH AND EQUIVALENTS, END OF PERIOD $5,783,000 $4,391,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
US SERVIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(concluded)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
1997 1996
----------- ------------
<S> <C> <C>
SUPPLEMENTAL INFORMATION:
Interest paid $ 25,000 $ -
Acretion equal to accrued dividends on
Preferred Convertible Stock $ - $124,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
US SERVIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997
(UNAUDITED)
Note A - Basis of Presentation:
The consolidated financial statements include all the accounts of US SERVIS,
Inc. and its wholly-owned subsidiaries (collectively, the "Company"). All
significant intercompany transactions have been eliminated.
Note B - Nature of Business:
The Company is a provider of outsourced business and information management
services to physicians, physician networks, hospitals and ambulatory care
centers associated with Integrated Delivery Systems. The Company's principal
focus is providing billing and accounts receivable management services. The
Company, through strategic alliances, has expanded its product offerings to
include outsourcing of business management services to a managed care
organization and the implementation of electronic medical records systems. The
Company has also historically been a provider of clinical information systems
products to hospitals. The Company is phasing out of this activity. (See Note 2
to the Consolidated Financial Statements as of March 31, 1997).
Note C - Change in Revenue Recognition Method and Restructuring:
The accompanying financial statements for the three months ended June 30, 1996
have been retroactively restated for the effects of a change in income
recognition. The Company changed its method of accounting for income recognition
for business management services, whereby, revenue is recognized on collections
in process as the services are performed. In prior years, revenue was recognized
based solely on the net collections by the third party customers. The Company
believes the new method of revenue recognition more accurately reflects the
earnings process and is the method used throughout the industry.
The effect of the change was to increase by $35,000 (or $.01 per share) reported
revenues and net income in the statement of operations for the three months
ended June 30, 1996.
Note D - Net Loss Per Common Share:
The computation of fully diluted net loss per share was antidilutive in each of
the applicable periods presented; therefore no separate calculation of fully
diluted loss per share was reported. Net loss per common share was determined by
dividing net loss, as adjusted, by amounts equal to accrued dividends on the
Company's preferred stock, in the amount of $218,000 and $124,000 for the three
months ended June 30, 1997 and 1996, respectively.
7
<PAGE>
Note E - MetroPlus Litigation:
On February 14, 1997, MetroPlus Health Plan, the Company's largest customer,
delivered a letter to the Company purporting to be a notice of default under the
MetroPlus contract and giving the Company 90 days to cure all alleged events of
default. This deadline was subsequently extended to May 30, 1997. The Company
vigorously denies that it is in default under the MetroPlus contract. On May 22,
1997, the Company filed suit against MetroPlus Health Plan and the New York
Health and Hospitals Corporation seeking an injunction prohibiting MetroPlus
Health Plan from terminating the MetroPlus contract and seeking damages. On May
30, 1997, the Supreme Court of the State of New York, County of New York, issued
a temporary restraining order prohibiting MetroPlus from terminating the
MetroPlus contract. On July 23, 1997, the Court held a hearing on the Company's
request for a temporary injunction. At the hearing, the Court took the matter
under advisement and informed the parties that it would render a decision on or
prior to August 18, 1997. In the interim, the temporary restraining order
prohibiting MetroPlus from terminating its contract with the Company remains in
effect. In the event that the Court were to refuse to issue a temporary
injunction and MetroPlus were to immediately terminate the MetroPlus contract,
such events would have a material adverse effect on the financial condition of
the Company.
GENERAL
Sales and Marketing Progress
During the first quarter of Fiscal 1998, the Company was successful in renewing
for two years its agreement to provide business management services to Mount
Sinai Medical Group in Elmhurst, New York and its agreement to provide remote
computing services to Beth Israel Medical Center in New York, New York. These
two contracts provide approximately $2.5 million of annual revenues.
LIQUIDITY AND CAPITAL RESOURCES
<TABLE>
<S> <C> <C>
June 30, 1997 March 31, 1997
------------- --------------
Total Current Assets $13,545,000 $14,721,000
Total Current Liabilities 5,115,000 5,209,000
Working Capital $8,430,000 $9,512,000
Working Capital Ratio to 1 2.6 2.8
</TABLE>
During the three months ended June 30, 1997, Working Capital decreased
$1,082,000 from $9,572,000 to $8,430,000 primarily as a result of continued
operating losses. Cash and Equivalents decreased $2,280,000, primarily due to
the net loss and an increase in accounts receivable, billed, of $1,074,000.
8
<PAGE>
The major components of the increase in accounts receivable, billed, was an
increase in the amount due from MetroPlus of $1,462,000 which was partially
offset by a decrease in physician receivables of $405,000.
Since the commencement of the MetroPlus lawsuit, the Company has continued to
provide services to MetroPlus pursuant to its contract. During this period,
MetroPlus has made no payments to the Company. As of August 12, 1997,
approximately $1.8 million in fees were unpaid and past due (over 60 days old).
The Company expects that its cash position will continue to decrease throughout
the remainder of fiscal 1998 as a result of operating losses but anticipates
that available cash and cash flow from operations will be sufficient to meet the
Company's operating and capital requirements for at least through June 30, 1998.
A continued refusal by MetroPlus to make payments under the MetroPlus contract
would have a material adverse impact on the cash flow of the Company. (See Part
II - Item 1, MetroPlus Litigation).
<TABLE>
<CAPTION>
RESULTS OF OPERATIONS
REVENUES
<S> <C> <C>
Three Months Ended June 30,
1997 1996
----------- -----------
Service fees $5,893,000 $4,604,000
Sales of equipment 5,000 98,000
Software license fees 133,000 22,000
Interest and other 92,000 67,000
----------- -----------
$6,123,000 4,791,000
</TABLE>
For the three months ended June 30, 1997, the Company's revenues increased
$1,332,000 when compared to the same period in the prior fiscal year.
Contributing to this increase were increases in service fees of $1,289,000,
software license fees of $111,000, and interest and other of $25,000. These
increases were partially offset by a decrease in sales of equipment of $93,000.
Contributing to the increase in revenues from service fees were increases of
$469,000 from hospital services, $94,000 from physician services and $790,000
from TPA services provided to MetroPlus. (See Part II - Item 1, MetroPlus
Litigation). These increases were partially offset by a $64,000 decrease in
revenues from clinical services.
9
<PAGE>
EXPENSES
<TABLE>
<S> <C> <C>
Three Months Ended June 30,
1997 1996
----------- -----------
Cost of services $4,434,000 $3,361,000
Cost of equipment sales 2,000 46,000
Research and development 534,000 493,000
Selling, general and administrative 2,051,000 1,708,000
Interest expense 25,000 31,000
Loan impairment charge 284,000 ---
----------- -----------
$7,330,000 $5,639,000
</TABLE>
For the three months ended June 30, 1997, the Company's expenses increased
$1,691,000 when compared to the same period in the prior fiscal year.
Contributing to this increase were increases in the cost of services of
$1,073,000, selling, general and administrative expenses of $343,000 and
research and development expenses of $41,000 and a loan impairment charge of
$284,000 recorded in the first quarter of Fiscal 1998. These increases were
partially offset by decreases in cost of equipment sales of $44,000 and interest
expense of $6,000.
The major components of the increase in cost of services were approximately
$280,000 of start-up expenses for new services to University Physician
Associates ("UPA"), approximately $240,000 relating to additional infrastructure
to support expansion of hospital-based physician processing, approximately
$200,000 related to the implementation of MedicaLogicTM for one of our hospital
clients and approximately $330,000 for additional services to other hospital
clients.
Substantially, all of the increase in selling, general and administrative
expenses is attributable to legal fees related to the MetroPlus lawsuit
($193,000), and an increase in the allowance for doubtful accounts of $130,000
related to MetroPlus. (See Part II - Item 1, MetroPlus Litigation).
On June 30, 1997, the Company incurred an additional loan impairment charge
representing the decline in market value of the 252,557 shares of the Company's
common stock held as security for a loan made in connection with an acquisition
in 1991. This charge was based on the closing price of the Company's common
stock on June 30, 1997, which was $2.00 per share. If and to the extent that the
closing stock price at the end of any subsequent quarter is greater than $2.00,
there will be a reversal of this charge.
NET LOSS
For the three months ended June 30, 1997, the Company reported a net loss of
$1,207,000 or $0.22 per common share compared to a net loss of $848,000 or $0.15
per common share during the same period last year.
For the period ended June 30, 1997, there were three nonrecurring items that
adversely impacted results and contributed to the increased net loss of
$359,000. These items include $193,000 of legal fees associated with the
MetroPlus lawsuit, a $130,000 increase in the allowance for doubtful
accounts related to MetroPlus and a $284,000 loan impairment charge.
10
<PAGE>
PART II - OTHER INFORMATION
Item 1 - Litigation
MetroPlus Litigation Reference is made to the description of
the litigation between the Company and MetroPlus Health Plan
and the New York Health and Hospitals Corporation that is
contained in Item 3 of the Company's report on Form 10-K for
the fiscal year ended March 31, 1997. Subsequent to such
report, the Court held a hearing on the Company's request for
a temporary injunction on July 23, 1997. At the hearing, the
Court took the matter under advisement and informed the
parties that it would render a decision on or prior to August
18, 1997. In the interim, the temporary restraining order
prohibiting MetroPlus from terminating its contract with the
Company remains in effect.
Other Litigation There has been no material change to the
status of the other litigation described in Item 3 of the
Company's report on Form 10-K for the fiscal year ended March
31, 1997.
Item 2 - Changes in Securities
None
Item 3 - Defaults Upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
Issuance, Cancellation and Repricing of Options On July 23,
1997, the Option Committee of the Board of Directors voted to
take the following actions with regard to options granted or
to be granted under the Company's 1993 Stock Option Plan.
These actions were ratified by action of the Board of
Directors at a meeting on July 30, 1997.
Options to purchase 1,000,000 shares of Common Stock had been
granted to Graham O. King, Chairman and Chief Executive
Officer. The exercise price of these options was $3.50 per
share. The Company authorized the cancellation of options to
purchase 200,000 shares and the resetting of the exercise
price for the remaining 800,000 of the options to $1.3125 per
share.
11
<PAGE>
Options to purchase 150,000 shares of Common Stock had been
granted to James A. Pesce, President. The exercise price of
these options was $3.00 per share. The Company authorized the
issuance of an additional 125,000 options with an exercise
price of $1.3125 per share and the resetting of the exercise
price for all of Mr. Pesce's outstanding options to $1.3125
per share.
Options to purchase 50,000 shares of Common Stock had been
granted to Robert E. Van Metre, Secretary and Vice President,
Accounting and Finance. The exercise price of these options
was $3.375 per share. The Company authorized the issuance of
an additional 100,000 options with an exercise price of
$1.3125 per share and the resetting of the exercise price for
all of Mr. Van Metre's outstanding options to $1.3125 per
share.
Options to purchase 90,000 shares of Common Stock had been
granted to Sophia V. Bilinsky, Vice President, Physician
Delivery Systems. The exercise price of these options ranged
from $3.50 to $3.75 per share. The Company authorized the
issuance of an additional 160,000 options with an exercise
price of $1.3125 per share and the resetting of the exercise
price for all of Ms. Bilinsky's outstanding options to $1.3125
per share.
Options to purchase 90,000 shares of Common Stock had been
granted to Derek A. Pickell, Vice President, Sales. The
exercise price of these options ranged from $3.50 to $4.25 per
share. The Company authorized the issuance of an additional
160,000 options with an exercise price of $1.3125 per share
and the resetting of the exercise price for all of Mr.
Pickell's options to $1.3125 per share.
Options to purchase 246,000 shares of Common Stock had been
granted to twenty four (24) other employees. The exercise
price of these options ranged from $3.375 to $4.875 per share.
The Company authorized the resetting of the exercise price for
all of these employee options to $1.3125 per share.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits: the exhibits required by Item 601 of
Regulation S-K and filed herewith are listed in the
Exhibit Index that follows the signature page.
(b) Reports on Form 8-K; No report on Form 8-K was filed
during the first three months of the fiscal year
ending March 31, 1998.
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.
US SERVIS, INC.
(Registrant)
Date: August 12, 1997 By: _____/s/__Graham O. King______ (L.S.)
Graham O. King
Chairman of the Board and
Chief Executive Officer
Date: August 12, 1997 By: ____/s/___Robert E. Van Metre__(L.S.)
Robert E. Van Metre
Principal Accounting Officer and
Chief Financial Officer
13
<PAGE>
<TABLE>
EXHIBITS INDEX
<S> <C>
Exhibit No. Description Page
3(1) By-Laws. (I) *
3(2) Amended and Restated Certificate of Incorporation of the Registrant. (XVII) *
3(3) Certificate of Designation Relating to the Series A Convertible Preferred Stock of the Registrant.
(XVII) *
3(4) Certificate of Designation Relating to the Series B Convertible Preferred Stock With a Par Value of
$.01 Per Share of US Servis, Inc. (XIX) *
3(5) Amendment to Certificate of Designation Relating to the Series A Convertible Preferred Stock With a
Par Value of $.01 Per Share of US Servis, Inc. (XIX) *
4(1) Form of warrant to purchase in the aggregate up to 390,000 shares of the Registrant's Common Stock
at an exercise price of $0.10 per share, such warrants issued October 12, 1995. (XV)
*
4(2) Form of warrant to purchase in the aggregate up to 198,000 shares of the Registrant's Common Stock
at an exercise price of $3.50 per share, such warrants issued October 12, 1995. (XV)
*
10(1) Lease date March 31, 1986, between Skyline Associates, Inc. and Digital Equipment Corporation
relating to the premises located at 414 Eagle Rock Avenue, West Orange, New Jersey. (I)
*
10(2) 1986 Stock Option Agreement. (I) *
10(3) Service Agreement between the Registrant and Digital Equipment Corporation. (I) *
10(4) Non-qualified Stock Option Agreement between the Registrant and S.M. Caravetta, dated February 10,
1990 and expiring February, 1995. (III) *
10(5) License Agreement between the Registrant and North County Computer Services, Inc. (III) *
10(6) Distribution/Sales Representation Agreement by and between Baxter Healthcare Corporation and
MedTake Corp., dated as of October 1, 1990. (IV) *
10(7) Letter Agreement by and among MedTake Corp., the Registrant, Salvatore M. Caravetta and Baxter
Healthcare Corporation, dated as of October 1, 1990. (IV) *
10(8) Guaranty of the Registrant in favor of Baxter Healthcare
Corporation, dated as of October 1, 1990. (IV) *
10(9) Complimentary Marketing Agreement between International Business Machines Corporation and the
Registrant. (V) *
10(10) Service Agreements between Digital Equipment Corporation and the Registrant. (V) *
10(11) Asset Purchase Agreement and Plan of Reorganization by and among Administrative Information Systems
Corporation, the Registrant and Receivables Management Corp., dated as of June 14, 1991. (VI)
*
10(12) Registration Rights Agreement by and between the Registrant and Administrative Information Systems,
Inc. (Misnamed in said document as "Administrative Information Services Corporation"), dated June
14, 1991. (VI) *
10(13) Employment Agreement among Receivables Management Corp. (Renamed AISCorp.), the Registrant and
Stephen G. Sullivan, dated as of June 14, 1991. (VI) *
10(14) Option Registration Rights Agreement by and Between the Registrant and Stephen G. Sullivan, dated
June 14, 1991. (IV) *
10(15) Employment Contract between the Registrant and S.M. Caravetta. (VII) *
10(16) Employment Contract between the Registrant and James A. Pesce. (VII) *
14
<PAGE>
10(17) Agreement and Plan of Merger with Exhibits by and among the Registrant, Vanco Business Management,
Inc. and David K. Vanco, dated as of December 31, 1992. (VIII) *
10(18) Employment Agreement, dated as of January 1, 1993, between Management-Data Service, Inc., the
Registrant and David K. Vanco. (VIII) *
10(19) Registration Rights Agreement between David K. Vanco and the Registrant, dated as of December 31,
1992. (VIII) *
10(20) Guaranty dated March 5, 1993, given by the Registrant to Harris Bank Roselle relating to loans to
David K. Vanco. (VIII) *
10(21) Letter agreement between David K. Vanco and the Registrant, dated March 5, 1993, relating to the
guaranty of notes, from David K. Vanco to Harris Bank Roselle. (VIII) *
10(22) Agreement of Merger with ACT/PC, dated September 15, 1993, amended November 12, 1993. (X)
*
10(23) Term Loan Agreement, dated as of December 13, 1993, between Stephen G. Sullivan and Registrant. (X)
*
10(24) Guarantee Modification Agreement, dated as of December 13, 1993, between Stephen G. Sullivan and
the Registrant. (X) *
10(25) Escrow Agreement, dated as of December 13, 1993, between Stephen G. Sullivan, Registrant and Crummy
Del Deo Dolan Griffinger & Vecchione. (X) *
10(26) Termination Agreement relating to the Baxter Distribution/Sales Representation Agreement, dated
December 17, 1993. (X) *
10(27) Amendment to Agreement and Plan of Merger between the Registrant and Management-Data Services,
Inc., dated April 8, 1994. (XI) *
10(28) Amendment to Employment Agreement between David K. Vanco and the Registrant, dated April 8, 1994.
(XI) *
10(29) Employment Agreement, dated as of October 12, 1994, between the Registrant and Graham O. King. (XII)
*
10(30) Option Agreement, dated as of October 12, 1994, between the Registrant and Graham O. King. (XII)
*
10(31) Registration Agreement, dated as of October 12, 1994, between the Registrant and Graham O. King.
(XII) *
10(32) Stockholder Agreement, dated as of October 12, 1994, between the Registrant and Graham O. King.
(XII) *
10(33) S.M. Caravetta Termination Agreement between S.M. Caravetta and the Registrant, dated as of October
12, 1994, as amended. (XIII) *
10(34) Letter of Intent, dated June 26, 1995, between the Registrant and Frontenac VI Limited Partnership.
(XIV) *
10(35) Registrant's Amended 1993 Stock Option Plan. (XIV) *
10(36) Registrant's Amended 1994 Stock Option Plan for Non-Employee Directors. (XIV) *
10(37) Series A Convertible Preferred Stock and Warrant Purchase Agreement, dated July 18, 1995, by and
among the Registrant, a trust established for the benefit of descendants of Robert E. King,
Frontenac VI Limited Partnership and Morgan Holland Fund II, L.P. (XV) *
10(38) Promissory Note of Graham O. King, dated June 14, 1995, payable to the Company. (XVI) *
10(39) First and Second Amendments to Series A Convertible Preferred Stock and Warrant Purchase Agreements
dated July 31, 1995 and October 10, 1995, respectively. (XVII) *
10(40) Registration Agreement, dated October 12, 1995, by and among the Registrant, a trust established
for the benefit of the descendants of Robert E. King, Frontenac VI Limited Partnership and Morgan
Holland Fund II, L.P. (XV) *
15
<PAGE>
10(41) Agreement for Administrative Services, dated December 21, 1995, between New York Health and
Hospitals Corporation and the Registrant. (XVIII) *
10(42) Series B Convertible Preferred Stock Purchase Agreement among US Servis, Inc., and the Purchasers
named on Schedule 1 thereto, dated as of September 30, 1996. (XIX) *
10(43) First Amendment to Registration Rights Agreement among US Servis, Inc. and the Purchasers signatory
thereto, dated September 30, 1996. (XIX) *
10(44) Agreement for Services, dated December 31, 1996, between University Physician Associates and the
Registrant. (XX) *
NOTES TO EXHIBIT INDEX
Note No. Description
(I) Incorporated by reference from the Form S-18 Registration
Statement of the Registrant, dated June 10, 1986.
(II) Incorporated by reference from Amendment No. 1, dated September 6, 1986, to the Form
S-18 Registration Statement of the Registration.
(III) Incorporated by reference from the Registrant's Form 10-K, dated
June 18, 1990. (IV) Incorporated by reference from the Registrant's Form
8-K, dated October 1, 1990.
(V) Incorporated by reference from the Registrant's Form S-3, Registration No. 33-39062,
dated April 11, 1991.
(VI) Incorporated by reference from the Registrant's Form 8-K, dated
June 18, 1991. (VII) Incorporated by reference from the Registrant's
Form 10-K, dated June 28, 1991.
(VIII) Incorporated by reference from the Registrant's Form 8-K, dated
March 9, 1993. (IX) Incorporated by reference from the Registrant's Form
8-K, dated September 15, 1993.
(X) Incorporated by reference from the Registrant's Form 8-K, dated
December 28, 1993. (XI) Incorporated by reference from the Registrant's
Form 8-K, dated April 15, 1994. (XII) Incorporated by reference from the
Registrant's Form 8-K, dated November 1, 1994.
(XIII) Incorporated by reference from the Registrant's Form 10-Q, dated
November 11, 1994. (XIV) Incorporated by reference from the Registrant's
Form 10-K, dated June 26, 1995. (XV) Incorporated by reference from the
Registrant's Form 10-K/A, dated July 24, 1995. (XVI) Incorporated by
reference from the Registrant's Form 10-Q, dated August 10, 1995.
(XVII) Incorporated by reference from the Registrant's Form 10-Q, dated
November 10, 1995. (XVIII) Incorporated by reference from the
Registrant's Form 10-Q, dated August 13, 1996.
(XIX) Incorporated by reference from the Registrant's Form 8-K, dated
September 30, 1996. (XX) Incorporated by reference from the Registrant's
Form 10-Q, dated February 12, 1997 as amended June 17, 1997.
(XX) Incorporated by reference from the Registrant's Form 10-Q dated February 12, 1997 as
amended June 17, 1997.
</TABLE>
16
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