<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended
March 31, 1996 Commission File No.1-10418
UNITED MEDICORP, INC.
(Exact name of registrant as specified in charter)
Delaware 75-2217002
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
10210 N. Central Expressway, #400
Dallas, Texas 75231
- --------------------------------- -----
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code:
214/691-2140
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
As of April 1, 1996, there were outstanding 26,310,217 shares of Common
Stock, $.01 par value.
<PAGE>
UNITED MEDICORP, INC.
March 31, 1996
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1996
and December 31, 1995 . . . . . . . . . . . . . . . . . . . . .3
Consolidated Statements of Revenues and Expenses
for the Three Months Ended March 31, 1996 and 1995. . . . . . .4
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1996 and 1995. . . . . . . . . . .5
Notes to Consolidated Financial Statements. . . . . . . . . . .6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . .7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . 12
Item 2. Changes in Securities . . . . . . . . . . . . . . . 12
Item 3. Default Upon Senior Securities . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security
Holders . . . . . . . . . . . . . . . . . . . . . . 12
Item 5. Other Information. . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 12
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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<PAGE>
UNITED MEDICORP, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(UNAUDITED) (AUDITED)
MARCH 31, DECEMBER 31,
1996 1995
----------- ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 70,026 $ 58,078
Accounts receivable, less allowance for
doubtful accounts of $6,791 and $7,493,
respectively 180,485 138,970
Notes receivable, less allowance for
doubtful accounts of $0 and $0,
respectively 214 214
Prepaid expenses and other 17,389 20,427
----------- -----------
TOTAL CURRENT ASSETS 268,114 217,689
PROPERTY AND EQUIPMENT (net) 179,909 200,996
OTHER ASSETS 16,855 17,373
----------- -----------
TOTAL ASSETS $ 464,878 $ 436,058
----------- -----------
----------- -----------
CURRENT LIABILITIES:
Payable to clients $ 60,942 $ 19,902
Trade accounts payable 70,901 48,230
Accrued expenses 137,679 141,501
Deferred revenue 7,980 15,959
Current portion of capital lease
obligations 30,320 32,487
----------- -----------
TOTAL CURRENT LIABILITIES 307,822 258,079
LONG TERM LEASE OBLIGATION 126,142 138,565
DEFERRED CREDITS 36,996 31,434
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; 50,000,000
authorized, 26,415,764 shares issued and
outstanding at 3/31/96 and 12/31/95. 264,157 264,157
Less: 105,547 shares of treasury stock,
at cost (221,881) (221,881)
Additional paid-in capital 18,552,343 18,552,341
Retained deficit (18,600,701) (18,586,637)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY (6,082) 7,980
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $464,878 $436,058
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
UNITED MEDICORP, INC.
CONSOLIDATED STATEMENTS OF REVENUES AND EXPENSES
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1996 MARCH 31, 1995
-------------- --------------
<S> <C> <C>
REVENUES:
Fee income $ 470,365 $ 588,142
Interest income 0 1,680
----------- -----------
Total revenues 470,365 589,822
EXPENSES:
Salaries and benefits 305,075 395,313
Selling, general and
administrative 105,960 114,837
Professional fees 14,489 16,490
Office and equipment rental 28,303 16,137
Depreciation and amortization 26,034 31,481
Interest 4,568 7,432
----------- -----------
TOTAL EXPENSES 484,429 581,690
----------- -----------
NET INCOME (LOSS) $ (14,064) $ 8,132
----------- -----------
----------- -----------
NET INCOME (LOSS) PER SHARE $ (0.00) $ 0.00
----------- -----------
----------- -----------
WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING 26,310,217 26,310,217
----------- -----------
----------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
UNITED MEDICORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDING ENDING
MARCH 31, 1996 MARCH 31, 1995
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (14,064) $ 8,132
Adjustments to reconcile net income
(loss) to cash used in operating
activities:
Depreciation and amortization 26,034 31,481
(Increase) in accounts receivable (41,515) (61,343)
(Increase) in notes receivable 0 (21,000)
Decrease in prepaid expenses and other 3,038 7,207
Increase in deposits and other 0 12,180
Increase in payable to clients 41,040 4,851
Increase (Decrease) in accounts payable 22,671 (21,062)
Increase (Decrease) in accrued expenses (3,822) 17,640
(Decrease) in deferred revenue (7,979) 0
Increase (Decrease) in deferred credits 5,562 (11,745)
--------- --------
Net cash provided by (used in)
operating activities 30,965 (33,659)
--------- --------
INVESTING ACTIVITIES:
(Additions) of property and equipment, net (4,427) (1,863)
--------- --------
Net cash (used in) investing activities (4,427) (1,863)
--------- --------
FINANCING ACTIVITIES:
Repayment of notes payable 0 (200,000)
(Decrease) in capital lease obligations (14,590) 0
--------- --------
Net cash (used in) financing activities (14,590) (200,000)
--------- --------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 11,948 (235,522)
CASH AND CASH EQUIVALENTS, beginning of
period 58,078 351,233
--------- --------
CASH AND CASH EQUIVALENTS, end of period $ 70,026 $115,711
--------- --------
--------- --------
Cash paid for interest $ 4,568 $ 11,611
--------- --------
--------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
United Medicorp, Inc. (the "Company" or "UMC") is a publicly held company
traded on the over the counter market under the symbol UMCI. UMC was founded
in March, 1989 to provide medical insurance claims management services to
healthcare providers throughout the United States.
The accompanying consolidated financial statements as of March 31, 1996 and
for the three month periods ended March 31, 1996 and 1995 are unaudited.
However, in the opinion of management, all adjustments consisting of normal
recurring adjustments necessary for the fair presentation of financial
position, results of operations, and cash flows for the periods shown have
been made, except the consolidated financial statements do not include any
adjustments that might result from the uncertainty described in Note 2 below.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been omitted pursuant to the rules and regulations of the
Securities and Exchange Commission, although management believes that the
disclosures contained herein are adequate to make the information presented
not misleading. These financial statements should be read in conjunction
with the financial statements and the notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995.
2. CAPITAL INFUSION AND GOING CONCERN
At March 31, 1996, the Company had $70,026 in cash and cash equivalents on
hand. These funds along with forecasted revenues are projected by management
to be adequate to fund operations through 1996. The Company continues to
pursue new business primarily through direct contacts with prospective
customers in an effort to generate additional revenues. There is no
assurance that revenues generated from existing customers will continue as
forecasted or that the Company will be successful in securing new customers
or sources of revenue before the Company's remaining capital is depleted. In
the event such new customers or sources of revenue are not secured,
management projects that cash flow from operations may not be sufficient to
provide for the Company's working capital needs beyond 1996, in which case
the Company will be required to raise additional capital in order to continue
operating in its present form. Due to the Company's history of operating
losses there can be no assurance that additional investment capital can be
raised in the event the Company is not successful in securing new customers
or new sources of revenue.
3. ACCOUNTS RECEIVABLE
Accounts receivable represents fees which have been billed to and are due
from customers. Included in the $180,485 of accounts receivable at March 31,
1996 are $29,134 related to services rendered to Healthcare Advisory Service
of Puerto Rico, Inc. ("HAS"). As of the date of this report, HAS cash
reserves are zero. The ability of HAS to pay UMC for services
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rendered is contingent upon receipt by HAS of payment from its customers for
services rendered. There can be no assurance that such payment will be
received, or if it will be received within the timeframe anticipated by HAS
and UMC management. The Company has not established any reserve for bad
debts related to receivables due from HAS.
4. PAYABLE TO CLIENTS
Payable to clients includes claim payments collected from insurance carriers
on behalf of UMC customers. These funds are remitted to customers by UMC on
a weekly, semi-monthly, or monthly interval. Also included in this item at
March 31, 1996 is $26,516 received from HAS in payment of a UMC invoice for
services rendered to the Yauco Hospital. Due to ambiguities in the contract
between UMC and HAS, there is a possibility that, under certain
circumstances, HAS would demand repayment of these funds from UMC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
U.S. OPERATIONS: During the three months ended March 31, 1996, the Company
completed a contract for billing and collection services for an operator of
wound care clinics; a contract for managed care claims repricing services
with an association of primary care physicians; and a contract for billing
and collection services for a hospice. Once these contracts are fully ramped
up, management's estimate of the monthly revenues from these three new
contracts is in the range of $5K to $10K per month.
Late in the quarter, the Company was notified by its second largest customer,
Mimbres Memorial Hospital ("MMH"), that it had accepted an offer to be
acquired by a hospital chain. The chain has available the resources necessary
to perform all of the billing and collection functions which had been
outsourced to UMC. Effective April 12, 1996, MMH discontinued transmitting
new claims to UMC for processing. MMH contributed about $360K in fees during
1995 and $90,700 in fees during the three months ended March 31, 1996.
Management believes that the wind down of services to MMH will generate about
$25K to $35K in fees during the second quarter of 1996.
PUERTO RICAN OPERATIONS: Most of the Company's revenue in Puerto Rico is
derived from HAS, which the Company serves as a subcontractor in regard to
HAS' contract for claims processing services to the Administracion de
Facilidades y Servicios de Salud ("AFASS"). Under this contract, the Company
has provided claims processing and follow up services to eight AFASS funded
clinics and one hospital in Yauco, Puerto Rico.
Early in the first quarter, the Company received $26,516 from a progress
billing for services at the Yauco Hospital. Under the contract between HAS
and AFASS, fees for the contract term
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from July 1, 1995 to June 30, 1996 are computed as a percentage of the amount
by which total collections exceed a "baseline" of $2,500,000. As of March 31,
1996, the Company's projections based on collections and claims processed to
date indicate that the baseline will not be attained and therefore no fees
will be realizable from the Yauco contract when the final reconciliation of
total collections received and fees due is completed in late 1997.
The contract between the Company and HAS is silent with respect to any
obligation the Company may have to repay overpayments received from AFASS on
progress billings. In addition, based on a 19 percent decline in admissions
at the Yauco Hospital, HAS has requested a reduction in the baseline to a
level which, if approved by AFASS, would allow UMC to recognize fee income on
the progress payment of $26,516 already received plus additional fees of up
to about $55K for services rendered to the Yauco Hospital during the current
contract term. Due to the uncertainties described above, the Company has
chosen to record the $26,516 payment mentioned above in "payable to clients"
on the balance sheet at March 31, 1996. A response from AFASS to HAS' request
for a reduction in the Yauco contract baseline is expected by June 1, 1996.
The company has no basis to dtermine or predict the likely outcome of the
request.
In March, 1996, the Company initiated claims processing services for a ninth
AFASS funded clinic. No additional employees were hired to accomplish the
provision of services to this clinic, and management believes that the
incremental costs associated with this new customer will be minimal.
Collections and fees resulting from claims submitted for this clinic are
projected to begin late in the second quarter of 1996. After full ramp up,
which normally requires six months, UMC has, in the past, averaged about $500
to $1,000 per month in fees from each of the AFASS clinics served.
During the first quarter, the Company's Puerto Rican operations generated
revenues of $32,955, direct expenses of $49,246 and negative gross margin of
$16,291. There can be no assurance that projected revenues from claims
generated by these customers will continue as forecasted or that the Company
will be successful in securing new customers in the Puerto Rican market. In
addition, the current contract between HAS and AFASS, pursuant to which most
of the Company's revenues from Puerto Rican operations are generated, expires
June 30, 1996. There can be no assurance that this contract will be extended
or renewed upon expiration.
There can be no assurance that the Company's invoices to HAS for claims
processing services rendered in Puerto Rico will be paid as expected. The
Company has not established any reserve for bad debts related to receivables
due from HAS.
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<PAGE>
The following table sets forth for each period indicated the volume and gross
dollar amount of insurance claims received and fees recognized for each of
the Company's two principal services. In general, collections on most
healthcare providers' new claims ("Ongoing") tend to average about 25 to 80
percent of the gross claim amount. Backlog collection ratios range from 0 to
about 40 percent of the aggregate gross claim amount because many backlog
claims have already been paid or denied by the insurance carriers prior to
submission of the claims to UMC. For these previously paid claims, UMC often
charges an administrative fee which is less than a collection fee.
PROCESSING VOLUME AND FEES
<TABLE>
<CAPTION>
1994 1995 1996
------------------------- ---------------------------------- -------
SECOND THIRD FOURTH FIRST SECOND THIRD FOURTH FIRST
QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER QUARTER
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Number of Claims
Accepted for
Processing
Ongoing 32,552 32,280 38,779 46,972 46,021 43,161 47,249 48,280
Backlog 48 0 5,753 0 0 0 3,455 41
------ ------ ------ ------ ------ ------ ------ ------
Total 32,600 32,280 44,532 46,972 46,021 43,161 50,704 48,321
Gross Amount of
Claims Accepted for
Processing ($000)
Ongoing 14,935 14,280 18,571 19,182 19,999 18,791 21,660 19,923
Backlog 207 0 3,362 0 0 0 1,269 17
------ ------ ------ ------ ------ ------ ------ ------
Total 15,142 14,280 21,933 19,182 19,199 18,791 22,929 19,940
Collections ($000)
Ongoing 6,516 7,336 7,851 9,270 9,883 9,613 8,694 9,020
Backlog 136 194 130 272 159 28 60 70
------ ------ ------ ------ ------ ------ ------ ------
Total 6,652 7,530 7,981 9,542 10,042 9,641 8,754 9,090
Fees Earned ($000)
Ongoing 290 332 371 549 482 449 447 467
Backlog 8 14 15 39 15 2 3 3
------ ------ ------ ------ ------ ------ ------ ------
Total 298 346 386 588 497 451 450 470
</TABLE>
For Ongoing claims, there is typically a time lag of approximately 15 to 45
days from contract execution to computer hardware installation and training
of customer personnel. During this period, Company personnel survey the
customer's existing operations and prepare for installation. Following
installation and training of the customer's personnel, the customer begins
entering claims and transmitting them to the Company. There is usually a time
lag of 30 to 90 days between transmission of a claim to a third party payor
and collection of a claim from that payor, except in Puerto Rico, where
commercial payors often delay payment on claims for up to two years.
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<PAGE>
QUARTERLY INFORMATION: Fee income decreased $117,777 or 20 percent, from
$588,142 for the three months ended March 31, 1995 to $470,365 for the three
months ended March 31, 1996. The decrease was due to decreased revenue of
$36,830 from domestic operations and $80,947 from Puerto Rican operations.
For domestic operations, fee income from "Ongoing" claims processing,
management and collection services decreased by 9 percent from $418,771 for
the three months ended March 31, 1995 to $382,352 for the three months ended
March 31, 1996 due primarily to reduced revenue from WHC. Backlog collection
fees decreased by 90 percent, from $38,817 for the three months ended March
31, 1995 to $3,804 for the three months ended March 31, 1996 due primarily to
reduced backlog fees from MMH. Fees from UMC's UMClaimPros interim staffing
service increased by 111 percent from $12,582 for the three months ended
March 31, 1995 to $26,566 for the three months ended March 31, 1996. Patient
billing fees increased from $0 for the three months ended March 31, 1995 to
$7,522 for the three months ended March 31, 1996, and installation and
training fees increased $0 for the three months ended March 31, 1995 to
$6,900 for the three months ended March 31, 1996. Repricing fees increased
from $0 for the three months ended March 31, 1995 to $4,257 for the three
months ended March 31, 1996.
For Puerto Rican operations, the Yauco Hospital contributed $106,466 in
revenues during the first quarter of 1995, compared to $0 in the first
quarter of 1996. Fees from clinics increased by 170 percent, from $7,435 for
the three months ended March 31, 1995 to $20,097 for the three months ended
March 31, 1996. Physician fees increased from $0 for the three months ended
March 31, 1995 to $4,080 for the three months ended March 31, 1996.
Salaries and benefits for the first quarter of 1996 decreased $90,237, or 23
percent, from $395,313 for the three months ended March 31, 1995 to $305,075
for the three months ended March 31, 1996. Total headcount decreased from 48
at March 31, 1995 to 40 at March 31, 1996, excluding temporary and part-time
employees.
Selling, general and administrative expenses decreased $8,877, or 8 percent,
from $114,837 for the three months ended March 31, 1995 to $105,960 for the
three months ended March 31, 1996, due primarily to expenses incurred during
the three months ended March 31, 1995 associated with the start up of the
Company's Puerto Rico operations. No such expenses were incurred during
1996.
Professional fees decreased by $2,001, or 12 percent, from $16,490 in the
first quarter of 1995 to $14,489 in the first quarter of 1996, due to lower
legal fees.
Rental expense increased $12,165, or 75 percent, from $16,137 in the first
quarter of 1995 to $28,303 in the first quarter of 1996, due to the
expiration of deferred credits on the lease ending July 31, 1995 for the
office space in Dallas, Texas, and increased rent for the office space in
Ponce, Puerto Rico which began in May, 1995.
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<PAGE>
Depreciation and amortization decreased $5,447, or 17 percent, from $31,481
in the first quarter of 1995 to $26,034 in the first quarter of 1996, due
primarily to fixed assets becoming fully depreciated.
Interest expense decreased by $2,864, or 39 percent, from $7,432 in the first
quarter of 1995 to $4,568 in the first quarter of 1996, due to the repayment
of a note payable to an offshore bank on February 24, 1995.
LIQUIDITY AND CAPITAL RESOURCES
SOURCES OF CAPITAL: Operating funds through March 31, 1995 have been derived
primarily from the issuance of Common Stock ($18.8 million).
CAPITAL EXPENDITURES: During the first quarter of 1996, the Company made
capital expenditures totalling $4,427 primarily for the purchase of computer
software necessary to support the start up of new patient balance collection
services. As of March 31, 1996, the Company had no significant outstanding
commitments for capital expenditures.
LIQUIDITY OUTLOOK: At March 31, 1996, the Company had $70,026 in cash and
cash equivalents and $180,485 in net accounts receivable. The Company
generated positive cash flow of $11,948 during the first quarter of 1996
compared to negative cash flow of $235,522 during the first quarter of 1995.
There can be no assurance that the Company's invoices to HAS for claims
processing services rendered in Puerto Rico will be paid as expected. The
Company has not established any reserve for bad debts related to receivables
due from HAS.
During the first quarter of 1996, the Company attempted to complete an
offering of a new class of preferred stock to a number of investors,
including British investors who had previously invested in private placements
of the Company's Common Stock. The offering was not successful.
Although the Company generated positive cash flow during the first quarter of
1996, there are considerable risks, including primarily the need for
additional sustainable revenues, that additional capital will be needed.
There can be no assurance that such capital will be available, or of the
terms upon which such capital might be made available. Additionally, UMC has
incurred cumulative losses of $18,600,701 since inception. These factors
raise substantial doubt as to the Company's ability to continue as a going
concern.
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<PAGE>
UNITED MEDICORP, INC.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is the defendant in a lawsuit filed on March 2, 1995 by a former
employee of the Company. The lawsuit charges the Company with wrongful
discharge. The former employee seeks unspecified past and future economic
loss, damages, exemplary damages, reinstatement, attorney's fees and
interest. The plaintiff has requested a trial by jury. Management believes
this lawsuit to be without merit and intends to vigorously defend against the
claim.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Not applicable.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
UNITED MEDICORP, INC.
(Registrant)
By: /s/ PETER W. SEAMAN Date: May 9, 1996
--------------------------------- -----------
Peter W. Seaman, President and
Chief Executive Officer
(Principal Accounting Officer)
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 76,026
<SECURITIES> 0
<RECEIVABLES> 180,699
<ALLOWANCES> 6,791
<INVENTORY> 0
<CURRENT-ASSETS> 268,114
<PP&E> 179,909
<DEPRECIATION> 26,034
<TOTAL-ASSETS> 464,878
<CURRENT-LIABILITIES> 307,822
<BONDS> 0
0
0
<COMMON> 264,157
<OTHER-SE> (227,963)
<TOTAL-LIABILITY-AND-EQUITY> 464,878
<SALES> 0
<TOTAL-REVENUES> 470,365
<CGS> 0
<TOTAL-COSTS> 484,429
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,568
<INCOME-PRETAX> (14,064)
<INCOME-TAX> 0
<INCOME-CONTINUING> (14,064)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14,064)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
