UNITED STATES
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 quarterly period ended September 30, 1997
Commission File Number: 33-15370-D
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CUSA Technologies, Inc.
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(Exact name of the registrant as specified in charter)
Nevada 87-0439511
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State of Incorporation IRS Identification Number
986 West Atherton Drive, Salt Lake City, Utah 84123
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(Address of principle executive offices)
(801) 263-1840
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(Telephone of registrant including area code)
Check whether the Registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter period that the Issuer was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
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APPLICABLE ONLY TO ISSUER INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the Issuer 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 the court.
Yes X No
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APPLICABLE ONLY TO CORPORATE ISSUERS
As of November 11, 1997 the Issuer had 15,289,437 shares of its common stock,
par value $0.001 per share, issued and outstanding.
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CUSA Technologies, Inc. (the "Company"), has included the consolidated balance
sheets of the Company and its subsidiaries as of September 30, 1997 (unaudited)
and June 30, 1997 (the end of the Company's most recent fiscal year) and
unaudited consolidated statements of operations and cash flows for the three
months ended September 30, 1997 and 1996 together with unaudited consolidated
condensed notes thereto.
In the opinion of management of the Company, the financial statements reflect
all adjustments, all of which are normal recurring adjustments, necessary to
fairly present the financial condition of the Company for the interim periods
presented. The financial statements included in this report on Form 10-Q should
be read in conjunction with the audited financial statements of the Company and
the notes thereto included in the annual report of the Company on Form 10-K for
the year ended June 30, 1997.
<PAGE>
<TABLE>
CUSA TECHNOLOGIES, INC.
Consolidated Balance Sheets
<CAPTION>
(Unaudited)
September 30, June 30,
1997 1997
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Assets
Current Assets:
<S> <C> <C>
Cash and cash equivalents $ 1,372,151 2,861,994
Trade accounts receivable, net of allowance for
doubtful accounts 2,611,265 2,489,176
Inventories 562,118 370,479
Prepaid expenses and other assets 293,305 313,991
Net assets of discontinued operations 170,314
Total current assets 5,009,153 6,035,640
Property and equipment :
Buildings and improvements 134,836 134,836
Furniture, fixtures and equipment 2,369,888 2,332,357
Other 758,834 721,450
Total property and equipment 3,263,558 3,188,643
Less accumulated depreciation and amortization 1,685,256 1,528,951
Net property and equipment 1,578,302 1,659,692
Equipment under capital lease obligations, net 237,781 259,255
Receivables from related parties 52,440 52,440
Software development and acquisition costs, net 1,713,841 1,659,398
Other assets 73,047 73,047
$ 8,664,564 9,739,472
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
CUSA TECHNOLOGIES, INC.
Consolidated Balance Sheets
<CAPTION>
(Unaudited)
September 30, June 30,
1997 1997
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Liabilities and Stockholders' Deficit
Current liabilities:
<S> <C> <C>
Current installments of long-term debt $ 28,035 29,367
Current installments of obligations under capital leases 131,479 163,148
Accounts payable 1,619,697 1,760,421
Accrued liabilities 1,859,396 1,698,865
Customer deposits 1,196,391 1,622,469
Income taxes payable 346,168 485,480
Net liabilities of discontinued operations - 304,464
Deferred revenue 4,867,508 5,506,377
Total current liabilities 10,048,674 11,570,591
Obligations under capital leases, excluding current installments 120,932 118,241
Total liabilities 10,169,606 11,688,832
Commitments and contingent liabilities -
Stockholders' deficit:
1994 Series convertible preferred stock, $.001 par value
authorized 1,500,000 shares; issued and outstanding 1,0 1,000 1,000
Common stock, $.001 par value; authorized 25,000,000 shares;
issued and outstanding 15,289,437 at September 30, 1997 and
June 30, 1997 15,289 15,289
Additional paid-in capital 16,347,576 16,347,576
Accumulated deficit (17,868,907) (18,313,225)
Total stockholders' deficit (1,505,042) (1,949,360)
$ 8,664,564 9,739,472
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
CUSA TECHNOLOGIES, INC.
Consolidated Statements of Operations
(Unaudited)
Three months ended September 30,
<CAPTION>
1997 1996
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Net revenues:
<S> <C> <C>
Hardware and software sales $ 2,493,451 1,685,799
Support, maintenance and other services 4,085,071 3,986,101
Total revenues 6,578,522 5,671,900
Cost of goods sold and other direct costs:
Hardware and software 969,386 711,554
Support, maintenance and other services 2,656,952 2,641,258
Total cost of goods sold and other direct costs 3,626,338 3,352,812
Gross profit 2,952,184 2,319,088
Product development costs 691,153 495,489
Selling, general and administrative expenses 1,806,276 2,552,308
Operating income (loss) 454,755 (728,709)
Other income (expense):
Interest expense (13,670) (100,738)
Interest income and other, net 29,894 (6,568)
Income (loss) from continuing operations before income taxes 470,979 (836,015)
Income tax expense - -
Income (loss) from continuing operations 470,979 (836,015)
Loss from discontinued operations, net of income taxes - (110,459)
Income (loss) from disposal of discontinued operations, net of income taxes 3,339 (81,721)
Net income (loss) $ 474,318 (1,028,195)
Income (loss) per common and common equivalent share :
Primary and fully diluted
From continuing operations $ 0.03 (0.10)
From discontinued operations $ 0.00 (0.02)
Weighted average common and common equivalent shares
Primary and fully diluted 15,289,437 8,917,718
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
CUSA TECHNOLOGIES, INC.
Consolidated Statements of Cash Flows
(Unaudited)
Three months ended September 30,
<CAPTION>
1997 1996
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Cash flows from operating activities:
<S> <C> <C>
Income (loss) from continuing operations $ 470,979 (836,015)
Adjustments to reconcile income (loss) from
continuing operations to net cash used in
operating activities:
Depreciation and amortization 317,978 274,224
Provision for doubtful accounts - 30,275
Net change in current assets and liabilities:
Trade accounts receivable (122,089) (854,962)
Inventories (191,639) (108,268)
Prepaids expenses and other assets 20,686 (154,334)
Accounts payable and accrued liabilities (10,194) (2,290,603)
Customer deposits (426,078) 73,735
Income taxes payable (139,311) (5,405)
Deferred revenue (638,869) (530,602)
Net cash used in continuing operating activities (718,537) (4,401,955)
Net cash used in discontinued operations (471,439) (1,437,003)
Net cash used in operating activities (1,189,976) (5,838,958)
Cash flows from investing activities:
Software development costs (189,944) (124,695)
Capital expenditures (83,483) (238,807)
Advances to related parties - (94,633)
Decrease in other assets - 5,021
Net cash used in investing activities (273,427) (453,114)
Cash flows from financing activities:
Net borrowings under lines of credit - 237,041
Repayments of obligations under capital leases (28,978) (33,009)
Repayment of long-term debt with related parties - (1,167,398)
Proceeds from the sales of assets 3,870 -
Repayments of long-term debt (1,332) (776,412)
Preferred dividend distributions - (30,000)
Net cash provided by financing activities of discontinued operations - 7,650,000
Net cash provided by (used in) financing activities (26,440) 5,880,222
Net decrease in cash (1,489,843) (411,850)
Cash and cash equivalents at beginning of period 2,861,994 583,080
Cash and cash equivalents at end of period $ 1,372,151 171,230
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
CUSA TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
(1) Basis of Presentation
- -------------------------
The accompanying unaudited consolidated financial statements of CUSA
Technologies, Inc. (the Company) have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these
financial statements do not include all of the information and footnote
disclosures required by generally accepted accounting principles for complete
financial statements. These financial statements and footnote disclosures should
be read in conjunction with the audited consolidated financial statements and
the notes thereto included in the Company's latest report on Form 10-K for the
year ended June 30, 1997. In the opinion of management, the accompanying
unaudited consolidated financial statements contain all adjustments (consisting
of only normal recurring adjustments) necessary to fairly present the Company's
consolidated financial position as of September 30, 1997 and its consolidated
results of operations and cash flows for the three months ended September 30,
1997 and 1996. The results of operations for the three months ended September
30, 1997 may not be indicative of the results that may be expected for the year
ending June 30, 1998.
(2) Liquidity
- -------------
During the three months ended September 30, 1997, the Company had income from
continuing operations of $470,979 and income from disposal of discontinued
operations of $3,339, used cash in operating activities of $1,190,027, including
cash used in discontinued operations of $471,439. During the three-months ending
September 30, 1997, the accrued liabilities of discontinued operations have been
substantially reduced. In most cases the reduction has come through the payment
in cash to settle the accrued obligations. These cash settlements should reduce
the uncertainty surrounding the estimates of the accrued contingent obligations
of the discontinued operations.
At September 30, 1997 the Company had a stockholders' deficit of $1,505,042.
Management implemented plans in late 1996 to return the Company to profitable
operations and a positive cash flow. Although the Company has a stockholders'
deficit and used cash from operations, in the opinion of management the plans
implemented during the past nine months will permit the Company to meet its
operating and debt cash requirements, at least through the next year. The
Company is subject to many uncertainties over which management has limited
control, any one of which could adversely affect the Company's operating cash
flows, and thus create cash flow problems for the Company.
<PAGE>
CUSA TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
(3) Discontinued Operations
- ----------------------------
As part of an overall business plan, the Board of Directors and management have
decided to concentrate the Company's business activities on credit union
business. Consequently, the following divisions have been discontinued:
(a)Medical and Commercial Software Divisions
--------------------------------------------
In June 1996, the Board of Directors of the Company committed to
dispose of the business and assets of the medical and commercial
software divisions. On July 2, 1996, the Company entered into an asset
purchase agreement with Physician Computer Network, Inc. (PCN) whereby
PCN agreed to acquire substantially all of the assets and assume
certain liabilities of the medical and commercial software divisions.
In June 1996, upon adoption of the plan to dispose of the medical and
commercial software divisions, the Company recorded a provision for the
estimated loss on the disposal of the divisions in the amount of
$2,494,451. The provision related to the expected loss on the sale to
PCN (net of disposal costs), severance benefits to division employees,
certain occupancy costs under non-cancelable leases, and anticipated
future losses related to assets and operations not sold to PCN until
their ultimate disposition. The reported loss provision is based on
certain management estimates and assumptions. Actual results could
differ from the estimated loss provision recorded. As estimates and
assumptions are adjusted or as actual results occur, the loss provision
is adjusted and accordingly, is reported in the current period as
additional gain or loss on disposal. During the three- month period
ended September 30, 1997 no additional losses related to the medical
and commercial software divisions have been recorded. During the three
month period ended September 30, 1996, the Company recorded additional
losses on the disposal of the divisions in the amount of $81,721.
(b)Rental Software and Real-estate Rental Divisions
---------------------------------------------------
In March of 1997, the Board of Directors of the Company committed to
dispose of the business and assets of the equipment rental software and
real estate rental divisions. In the accompanying consolidated
statement of operations, net losses from these divisions for the
three-month period ending September 30, 1996 have been reclassified to
be consistent with the September 30, 1997 personation. All assets and
liabilities from these divisions were disposed of prior to June 30,
1997, and the Company did not record any net income or loss from these
divisions during the three-month period ending September 30, 1997.
The Company does not expect any future losses from these divisions.
(c)Surgery Centers
------------------
In June of 1997, the Board of Directors of the Company committed to
dispose of the business and assets of the surgery centers. As of
September 30, 1997 the Company had not completed the disposal.
Therefore, in the September 30, 1997 balance sheet the net assets of
discontinued operations included approximately $440,000 in net assets
from the surgery centers. During the three-months ending September 30,
1997 and 1996, the Company recorded income from the surgery centers of
$3,339 and $21,757, respectively, which is included in Income (loss)
from disposal of discontinued operations, net of income taxes, in the
accompanying consolidated statements of operations
The medical, commercial, and equipment rental software, the real estate
rental, and the surgery center divisions have been accounted for as
discontinued operations, and accordingly, the results of their operations
are segregated from continuing operations in the accompanying statements of
operations. Revenue, operating costs and expenses, other income and
expense, and income taxes of these divisions for the three month periods
<PAGE>
CUSA TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
ended September 30, 1997 and 1996, have been reclassified as discontinued
operations. No allocation of general corporate overhead has been made to
discontinued operations related to these divisions.
Summary operating results of discontinued operations for the medical,
commercial, and equipment rental software, the real-estate rental, and the
surgery center divisions for the three months ending September 30, 1997 and
1996 are as follows:
1997 1996
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Revenues $ 77,553 548,586
========== ==========
Gross Profit $ 10,924 254,906
========== ==========
Income (loss) before income taxes $ 3,339 (192,180)
Income tax benefit $ -0- -0-
---------- ----------
Income (loss) from discontinued operations $ 3,339 (192,180)
========== ==========
The remaining assets and liabilities related to the discontinued operations have
been separately classified on the balance sheets as net assets (or net
liabilities) of discontinued operations. A summary of these assets and
liabilities as of September 30, 1997 is as follows:
Assets:
Trade accounts receivable, net $ 101,096
Other receivables 818,870
Inventory 10,000
Fixed assets, net 53,750
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Total assets 983,716
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Liabilities:
Accounts Payable and accrued liabilities 813,402
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Net assets of discontinued operations $ 170,314
=============
(4) Income (loss) per Share
- ---------------------------
Income or loss per common and common equivalent share is computed by dividing
net income (loss) by the weighted average common shares outstanding during the
period, including common equivalent shares (if dilutive). Common equivalent
shares include stock options, convertible preferred stock and convertible debt.
Income used in this calculation is reduced (loss is increased) by the dividends
paid to preferred stockholders. During the period ending September 30, 1997
primary and fully diluted income per common and common equivalent share were the
same. Since the three-month period ending September 30, 1996 resulted in a loss
only primary earnings per share were calculated since a fully diluted earnings
per share calculation would have been anti-dilutive.
(5) Contingent Liabilities
- --------------------------
The Company is involved in certain legal matters in the ordinary course of
business. In the opinion of management and legal counsel, such matters will not
have a material effect on the financial position or results of operations of the
Company.
<PAGE>
CUSA TECHNOLOGIES, INC.
Notes to Consolidated Financial Statements
(Unaudited)
(6) Subsequent Event
- --------------------
On November 4, 1997 the Company announced that it had signed a definitive
Agreement and Plan of Merger, which provides for the acquisition of the Company
by Fiserv, Inc. (Fiserv) in an all-stock transaction valued at approximately $25
million (the Merger). Under the terms of the agreement Fiserv will acquire all
of the outstanding shares of the Company (estimated to number 18,452,000 at the
closing) for approximately $1.35 per share, subject to a "holdback" of an amount
of Fiserv shares worth approximately $3 million. The "holdback" shares will be
placed in escrow in respect of any claims arising from certain contingencies.
The transaction will be accounted for as a pooling of interests. The exact
number of Fiserv shares to be exchanged for each CUSA share will be determined
by dividing approximately $1.35 by the average closing price of Fiserv's common
stock during the 20 trading days-ending on the second trading day prior to the
effective date of the Merger. The agreement is subject to all normal conditions
to closing including receipt of all necessary regulatory consents and the
Company's shareholder approval. The obligation of Fiserv to complete the Merger
is subject to certain conditions including, but not limited to, the redemption
by the Company of the 1994 Series Preferred Stock and the completion of the
previously approved disposal of the Company's surgery center business unit.
In connection with the execution of the definitive agreement, Richard N.
Beckstrand (chief executive officer, chairman of the Board of Directors, and
principal shareholder, "the Investor"), executed an irrevocable proxy allowing
Fiserv the power to vote the Investor's sixty nine percent beneficial ownership
in favor of the Merger Agreement.
The Merger is structured as a tax-free reorganization under Section 368(a)(1)(A)
and (a)(2)(D) of the Internal Revenue Code of 1986, as amended, and thus will be
tax free to the CUSA shareholders. However, if the all stock merger cannot be
accounted for as a "pooling of interests," the Merger will be converted from all
stock to cash-for-stock and will be taxable to the CUSA shareholders.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
General
In June of 1994, the Company entered into the credit union software business
through the acquisition of CUSA, Inc. ("CUSA") and the credit union software
division of CUSA's largest distributor. From June of 1994 to July of 1995, the
Company acquired most of the distributors of the CUSA software, some of which
were distributors of software products in the medical, commercial, and equipment
rental markets. In June of 1996, the Company disposed of the business and assets
of the Company's medical and commercial software divisions through a sale of
assets to Physician Computer Network, Inc. ("PCN"). In 1997, the Company sold
the equipment rental software division and an office rental complex, which was
acquired by the Company in June of 1994. The Company has also decided to dispose
of the surgery center business, which it acquired in 1993 prior to entering the
credit union market. Upon the completion of the divestiture of the medical,
commercial, and equipment rental software divisions, the office rental complex,
and the surgery center business, the Company's resources will be singly focused
on the development and expansion of its credit union software business. (In this
item, all references to the "first quarter" refer to the first quarter of the
Company's fiscal year (quarter ended September 30.))
Net revenues
- ------------
The Company's net revenues from continuing operations increased 16 percent from
$5.7 million in the first quarter of 1997 to $6.6 million in the first quarter
of 1998. Revenues from hardware and software sales increased 48 percent from
$1.7 million in the first quarter of 1997 to $2.5 million in the first quarter
of 1998. The increase is the result of a positive market acceptance of the
Company's Reliance credit union management software and the Company's new PC
based workstation modules. Revenues from support, maintenance and other services
increased 2.5 percent from $4 million in the first quarter of 1997 to $4.1
million in the first quarter of 1998. The increase is due largely to new annual
maintenance billings related to the Reliance software systems sold in fiscal
1997 and the first quarter of 1998. Revenues are derived from computer system
sales, hardware maintenance and software support, and the sale of products,
which are related to the Company's computer systems such as statement printing,
disaster recovery, and microfiche services.
Gross margin
- ------------
The hardware and software gross margin increased from 57.8 percent in 1997 to
61.1 percent in 1998. In the same period, the gross margin from support,
maintenance and other services revenue increased from 33.7 percent to 35.0
percent. The increase in the hardware and software gross margin is primarily
attributable to a shift in the sales mix towards the more profitable software
sales. The increase in the gross profit margin from support, maintenance and
other services revenue is due to management cost control measures and the more
efficient utilization of resources. Costs of goods sold consist of the cost of
hardware and software purchased for resale, the amortization of capitalized
software development costs, and the expense of supporting and installing the
systems sold.
Product development costs
- -------------------------
Product development costs represent the uncapitalized costs of software
development. Uncapitalized costs include research and development, minor
enhancements to operational systems and maintenance software upgrades. As
expected, product development costs increased 39 percent from $495 thousand in
the first quarter of 1997 to $691 thousand in the first quarter of 1998. The
increase reflects the Company's commitment to continue to improve current
products and to invest in the research and development of new products.
<PAGE>
Selling, general and administrative costs
- -----------------------------------------
The selling, general, and administrative expenses for the Company decreased 29
percent from $2.55 million in the first quarter of 1997, to $1.81 million in the
first quarter of 1998. The decrease is a result of a reduction of staff,
management personnel, and office locations related to the continuing operations.
It is anticipated that the selling, general, and administrative costs will not
decrease significantly from the current level during 1998.
Interest and income tax expense
- -------------------------------
Interest expense decreased 86 percent in the first quarter of 1997 when compared
to the first quarter of 1998. The decrease was due primarily to a decrease in
average debt outstanding.
Income tax expense for both 1997 and 1998 for continuing operations was zero,
due to the significant loss in 1996 and the utilization of 1996 income tax loss
carry forwards in these periods.
Discontinued Operations
- -----------------------
The income (loss) from disposal of discontinued operations, net of income taxes
reported in the first quarter of 1998 included only the operations and the
anticipated loss from the disposal of the discontinued surgery center business.
The loss from discontinued operations, net of income taxes, and the income
(loss) from disposal of discontinued operations, net of income taxes, reported
in the first quarter of 1997 included the medical, commercial, and equipment
rental software divisions, the office rental complex division, and the surgery
center division. There were no operations or losses recorded in the first
quarter of 1998 related to the medical, commercial, or equipment rental software
divisions, or the office rental complex division. Additional losses related to
the disposed divisions are not anticipated, however no assurance can be given
that unexpected costs related to these discontinued divisions will not occur.
Capital Resources and Liquidity
At September 30, 1997, the Company had current assets of $5 million and current
liabilities of $10 million. The current liabilities include $4.9 million of
deferred revenue, which primarily represents payments received for services to
be provided over the remaining term of software and hardware maintenance
contracts (generally one year).
Losses from operations in 1996 and the first quarter of 1997 caused the Company
to be in violation of certain loan covenants with its primary lender and raised
concerns among employees, stockholders, and some customers. In order to address
these circumstances, the board of directors decided to seek equity financing. On
January 24, 1997, the Company entered into a Stock Purchase and Sale Agreement
(the Agreement) whereby it agreed to sell 8,648,649 shares of its common stock,
representing 49 percent of the common stock to be outstanding after the
completion of the sale, for $8.0 million in cash. The Agreement was between the
Company and the Investor. In February 1997, the Company received $6.0 million of
the purchase price which was used to retire certain current liabilities and
long-term debt. The Company anticipates that the remaining $2.0 million will be
received in fiscal 1998 which the Company plans to use to redeem the 1994 Series
Convertible Preferred Stock. Upon completion of the transaction, the Investor's
beneficial ownership interest increased to approximately sixty nine percent. The
transaction was negotiated between the Investor and an independent committee of
the board of directors. During the past fifteen months, the Company reduced its
total liabilities from $20.3 million at June 1996 to $10.2 million at September
1997.
As part of the overall business plan implemented during 1997, management reduced
the overall corporate overhead included in selling, general and administrative
expenses from $2.55 million for the first quarter of 1997 to $1.81 million for
the first quarter of 1998. Income from continuing operations increased from a
loss of $836,015 for the first quarter of 1997 to income of $470,979 in the
first quarter of 1998. In the fiscal year ending June 1998, the Company expects
operating results and cash flows to improve as the disposal of the
non-profitable business units are completed and management focuses on the credit
union business. The Company believes that cash flow will be sufficient to permit
the Company to meet its cash requirements through the up coming year.
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in certain legal matters in the ordinary course of
business. In the opinion of management and in-house legal counsel, the ultimate
resolution of these matters will not have a material effect on the financial
position or results of operations of the Company.
ITEM 5. OTHER INFORMATION
On November 4, 1997, the Company and Fiserv Incorporated signed a definitive
Agreement and Plan of Merger (the "Merger Agreement) which provides for the
acquisition of the Company by Fiserv in an all-stock transaction valued at
approximately $25 million (the "Merger"). Under the agreement each of the
Company's shares (estimated to number 18,452,000 at the closing) will be
exchanged for approximately $1.35 worth of Fiserv shares, subject to a
"holdback" of an amount of Fiserv shares worth approximately $3,000,000. The
"holdback" shares are to be placed in escrow in respect of any claims arising
from certain contingencies. The exact number of Fiserv shares to be exchanged
for each CUSA share will be determined by dividing approximately $1.35 by the
average closing price of Fiserv stock during the 20 trading days ending on the
second trading day prior to the effective date of the Merger.
Each party's obligation to complete the Merger is subject to certain conditions
precedent including the affirmative vote of the shareholders of the Company and
the effectiveness of a Registration Statement covering the Fiserv shares to be
used in the Merger. The obligation of Fiserv to complete the Merger is subject
to certain conditions precedent, including but not limited to the redemption by
the Company of the 1994 Series Preferred Stock and the completion of the
previously approved disposal of the Company's surgery center business unit.
In connection with the execution of the definitive agreement, the Investor
executed an irrevocable proxy allowing Fiserv the power to vote the Investor's
sixty nine percent beneficial ownership in favor of the Merger Agreement.
The Merger is structured as a tax-free reorganization under Section 368(a)(1)(A)
and (a)(2)(D) of the Internal Revenue Code of 1986, as amended, and thus will be
tax free to the CUSA shareholders. However, if the all stock merger cannot be
accounted for as a "pooling of interests," the Merger will be converted from all
stock to cash-for-stock and will be taxable to the CUSA shareholders.
Fiserv is currently preparing a registration statement, including a
proxy/prospectus, prepared by the Company, for review by the Securities and
Exchange Commission. Following such review, the proxy/prospectus will be mailed
to each of the Company's shareholders, and a meeting of the shareholders of the
Company will be held. A majority vote of the Company's outstanding shares is
required for approval. The Company expects the transaction to be completed in
two to three months.
Fiserv, Inc. is an independent provider of financial data processing systems and
related information management services and products to more than 5,000 banks,
credit unions, mortgage firms and savings institutions worldwide. Fiserv
currently employs approximately 10,000 financial service professionals
company-wide, skilled in providing information management and financial
services. A publicly held company headquartered in Brookfield, Wis., Fiserv is
traded on the NASDAQ National Market under the symbol FISV.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are included as part of this report:
Exhibit SEC Ref
Number Number Title of Document
- ------- ------- -------------------
None.
(b) Reports on Form 8-K.
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities and
Exchange Act of 1934 as amended, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 11, 1997
CUSA Technologies, Inc.
- ------------------------------------------------------
D. Jeff Peck, Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
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