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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1996
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 1-11568
UNIVERSAL SELF CARE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 95-4228470
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11585 Farmington Road.
Livonia, Michigan 48150
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (313) 261-2988
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.0001 par value
(Title of Class)
Check whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes X NO
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Check if there is no disclosure of delinquent filers in response to item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. X
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The issuer's net revenues for its most recent fiscal year was $36,257,415.
The aggregate market value of the voting stock held by non-affiliates for
the issuer as of October 11, 1996 was $11,645,168.
The number of shares outstanding of the registrant's Common Stock, $.0001
Par Value, as of October 11, 1996 was 7,889,706 shares.
Documents incorporated by reference: None
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
THE COMPANY
Universal Self Care, Inc. ("Universal"), a Delaware corporation
incorporated in 1989, is a managed care company that supplies and distributes
both prescription and non-prescription medications and medical instruments to
persons suffering from diabetes. Universal is the parent corporation for the
following wholly-owned subsidiaries: Clinishare Diabetes Centers, Inc., a
California corporation ("Clinishare"); Physicians Support Services, Inc., a
California corporation ("PSS"); USC-Michigan, Inc., a Michigan corporation and
its wholly-owned subsidiary, PCS, Inc. - West ("Patient Care Services"), a
Michigan corporation; The Thriftee Group, Inc. (formerly Fieldcor, Inc.), a
Virginia corporation and Medical Accounting Specialists, Inc., a Virginia
corporation. Depending upon the context, the term "Company" refers to either
Universal alone, or Universal and one or more of its operating subsidiaries.
These subsidiaries and Universal do business as "Diabetes Self Care" or
"Universal Rx".
The Company is completing the consolidation of all subsidiary operations in
the two primary administrative offices in Livonia, Michigan and Roanoke,
Virginia. The Livonia office contains executive offices, new customer
development and sales and marketing departments. The Roanoke facility contains
administrative offices, accounting, order maintenance, billing and reimbursement
processing operations. Warehousing and shipping is regionally distributed in
Roanoke, Virginia, Livonia, Michigan and Van Nuys, California.
The existing market for the Company's products reaches all 50 states. It
is estimated by the American Diabetes Association that more than 16 million
people in the United States (6% of the domestic population, based upon 1990
United States census figures) suffer from diabetes, with over
725,000 new cases being diagnosed each year.
The Company's products are currently sold to customers through the efforts
of the Company's in-house marketing staff. Sales of such products are made (i)
by the efforts of sales representatives employed by the Company; (ii) by mail
order for delivery by common carrier and (iii) through managed care contracts
(d.b.a. Universal Rx) with business corporations and medical insurance groups.
The Company's sales have traditionally been made to persons referred by
physicians, diabetes nurse educators and other health care professionals and to
persons reached by the Company's print advertising. Managed care contracts are
the fastest growing segment of the business, and Management's business plan is
directed toward making the managed care business the dominant part of the
Company's business in the future.
A profile of required products is maintained for each Company customer, and
customers receive the necessary diabetes supplies on a scheduled monthly basis.
Customers are contacted periodically to determine ongoing requirements and to
otherwise adjust product shipments.
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Universal Rx solicits contracts to provide "managed care services" to
corporations that provide self-insured medical coverage to their employees. A
contract with a managed care customer generally gives the Company the exclusive
right to supply all diabetes-related products to the large numbers of persons
whose medical care is provided and/or paid for by the contracting parties, at
agreed upon prices, during the contract period. Universal Rx's managed care
services include management of diabetes product purchasing and consulting
services related to the types and amounts of related products which should be
purchased by the customer. The Universal Rx program was designed in
anticipation of changes in health care delivery systems proposed by state and
Federal governments which are expected to favor managed care contracts.
The Company's sales representatives are responsible for contacting customer
referral sources and for promoting the Company's scheduled, monthly product
shipment program and other services. Based upon medical prescriptions received
by the Company, a profile of required products is maintained and customers who
are part of the scheduled, monthly shipment program receive the necessary
diabetes supplies on a regular monthly basis. Customers are contacted on a
periodic basis to determine ongoing requirements and otherwise to adjust product
shipments. The primary products sold include insulin, syringes, glucose test
strips, glucose monitors, lancets and insulin pumps.
Payment for scheduled, monthly home delivery of products is made by the
customer's assignment to the Company of the customer's full Medicare, Medicaid
(Medi-Cal for California residents eligible for Medicaid benefits) or other
third party insurance cost reimbursement amount. The sales price of the
Company's products is adjusted for any contractual allowances required by
Medicare and Medi-Cal. Other than contractual allowances, any difference
between the product purchase price and the reimbursement amount received by the
Company is billed directly to the customer or that customer's secondary
insurance carrier for further collection. Managed care contract customers also
receive home delivery of products and individual attention; however, claims are
filed directly with the managed care company, with one invoice covering many
customers. Payment is usually received in under 30 days with a minimum of
administrative effort. The Company management believes that continued and
increased participation in managed care contracts can represent a significant
opportunity for the Company to improve its operating results.
The Company distributes a significant portion of its products by common
carrier and the United States Postal Service. Each customer determines an
initial list of monthly necessities based upon his or her individual profile as
provided by their physician. Based on this profile, the customer receives a
monthly shipment of necessary supplies.
The Company maintains a pharmacy in Virginia that is licensed by the
Virginia State Board of Pharmacy, and one in California licensed by the State of
California Department of Consumer Affairs - State Board of Pharmacy. These
pharmacies are utilized for the preparation and/or distribution of diabetes
supplies that are available by prescription and some non-prescription supplies.
Neither pharmacy is available for walk-in sales to customers.
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REVENUE, ASSETS AND PROFITS
The Company's revenues are derived from the sale and distribution of
diabetes supplies, equipment, publications and drugs related to the treatment
and care of diabetes. During the year ended June 30, 1996, approximately 95% of
the Company's total sales revenues were derived from third party payers such as
Medicare, Medicaid (including Medi-Cal), insurance companies and other third
party payor health care reimbursement programs (including self-insured
corporations and HMOs). Approximately 5% of its revenues were from private
party payments. Approximately 12% of Company reimbursement sales were made to
HMOs and self-insured corporations through the efforts of the managed care
program (Universal Rx).
Glucose strips, blood glucose monitors, syringes and insulin are the four
(4) most important products distributed by the Company. Glucose strip sales
accounted for over 65% of the Company's consolidated net sales during the year
ended June 30, 1996.
SUPPLIERS
The Company's largest four suppliers during the fiscal year ended June 30,
1996 were Lifescan, Inc., from which the Company purchased approximately
$11,000,000 of inventory (53% of total purchases), Boehringer Mannheim, from
which the company purchased approximately $3,775,000 of inventory (18% of total
purchases), McKesson Wholesale, Inc., from which the Company purchased
approximately $3,505,000 of inventory (17% of total purchases) and Medisense,
Inc., from which the Company purchased approximately $838,000 of inventory (4%
of total purchases).
The Company's largest four suppliers during the fiscal year ended June 30,
1995 were Lifescan, Inc., from which the Company purchased approximately
$3,900,000 of inventory (26% of total purchases), McKesson Wholesale, Inc.,
from which the Company purchased approximately $3,384,000 of inventory (22% of
total purchases), Overland Pharmacy, Inc., from which the Company purchased
approximately $2,335,000 of inventory (15% of total purchases) and Boehringer
Mannheim, from which the Company purchased approximately $1,585,000 of inventory
(10% of total purchases).
The Company's credit terms with its principal suppliers are standard
wholesale terms in the pharmaceutical industry, which is a maximum of 25 days
post-shipment cash payment or 30, 60 and 90 day terms with manufacturers,
depending upon the products purchased.
SALES AND MARKETING
The Company generates sales through the efforts of 32 "outside" sales
representative employees who cover 34 states. In addition, the Company has a
staff of 29 "inside" sales
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representative employees who generate mail order sales from a list of customers
who have previously ordered products and new customers generated from
advertisements in trade journals. Sales are also generated through print
advertising and word of mouth from referral sources and customers. The Company
employs a staff of 67 trainers whose sole purpose is to provide individual in-
home or in-hospital customer training on products.
The Company's outside sales representatives are responsible for developing
new referral sources while maintaining the current client base in their assigned
territory. All outside sales representatives market directly to the following
health care professionals: hospitals, clinics, private physicians, diabetes
educators, nurses, dieticians, home care companies, private charitable
organizations, county medical services and plan benefit designers, who on a
regular basis see people with diabetes and can refer patients to the Company.
The Company markets its managed care program to health organizations and
large self-insured companies principally through the efforts of sales
representatives who work to generate long-term contracts to provide diabetes
products to members of HMOs and employee participants in self-insured company
health plans. This area is currently and is expected to continue as the fastest
growing part of the Company's business.
Sales representatives involve themselves in community activities related to
diabetes education and at-home diabetes care. The Company, throughout the year,
is involved in national trade shows which provide exposure to referral sources.
All sales representatives complete a formal educational training program that
encompasses an overview of diabetes, the industry and its operations. The sales
representatives become familiar with the features and operating procedures of
the products that they sell. They are educated with respect to the Company's
policies and procedures of training customers and the Company's operations.
Upon the referral of a potential customer, the Company verifies the
insurance coverage and arranges for a personal visit with the customer by a
Company representative. Normally, the customer has just been diagnosed as
having diabetes and the representative provides emotional support as well as
demonstrated experience that the disease can be controlled, with the intent of
instilling confidence that the customer can lead a normal lifestyle. The
representative will review the physician's order in detail with the individual
for the types of products to be used and the frequency of blood glucose testing
to be performed. Based on this profile, the representative will make
recommendations regarding procedures to be followed. The representative
provides detailed instruction on the proper use of the blood glucose testing
monitor and on the proper method to administer insulin. The customer will be
encouraged to participate in the Company's monthly maintenance program so that
he or she can receive necessary supplies on a periodic basis, subject to
adjustment as ongoing needs change.
The Company also provides mail order services to customers already
experienced in handling the treatment of diabetes. Customers respond to print
advertising in industry publications and contact Company representatives to make
product purchases. The Company's representatives are
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knowledgeable about the products and provide a friendly, supportive
communication with the customer. Following the initial order, the
representative will periodically contact the customer to determine further
requirements. The Company maintains a follow-up program to monitor its
customers' needs and generate on-going revenues.
The Company does not depend upon any one or a limited number of customers
for the sale of its products. During the years ended June 30, 1994, 1995 and
1996 no single customer accounted for more than 10% of the Company's
consolidated net sales.
COMPETITION
There are numerous other companies on a local, regional and national level
throughout the United States that sell products and services to individuals with
diabetes. Although all of these companies deliver similar products to
individuals with diabetes, there are three different primary services that
differentiate the Company's products from those of other companies. These
include home delivery and training with follow-up monthly maintenance
deliveries, mail-order sales and managed care long-term contracts. The primary
service, home delivery and training, involves an individual visit with the
customer by a Company representative. The physician's order is reviewed, and
specific training on the use of the recommended products and advice on record-
keeping, diet and a variety of related subjects is provided. The customer is
then entered into a monthly maintenance program for supplies and is monitored on
an ongoing basis. The Company also provides mail-order services for customers
requiring individual purchases. Along with home delivery and training services
and mail order services, the Company provides complete insurance reimbursement
processing services so that the customer is not required to submit insurance
claims and wait for reimbursements.
National retail chain stores and pharmacies such as Price Club, K-Mart,
Wal-Mart, Revco and RiteAid, regional chains, and local retailers sell many of
the same diabetes supplies and equipment as those sold by the Company. Many of
the national companies are more well-established, larger and better financed
than the Company. These companies utilize their reputations and substantial
marketing resources to attract consumers with diabetes. However, retailers and
pharmacies frequently have a limited selection of products, and provide little
or no training or follow-up in the use of products by individuals suffering from
diabetes. These retailers may not offer third-party billing services, forcing
the customer to pay for products themselves and wait for subsequent
reimbursement, even though the customer may have insurance that covers all or a
portion of the cost of the supplied products.
The total number of retail competitors is large, and the market for
diabetes related products is fragmented because of its size and the low barriers
to entry, but Company management believes that the number of companies in the
current market that offer either home delivery and training services or mail-
order services, along with third-party insurance reimbursement processing
services, has been reducing slightly primarily due to mergers and acquisitions
and reductions in reimbursement levels for insurance reimbursement (including
Medicare and Medicaid). This latter aspect of the
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Company's business is characterized by higher barriers to entry due to the
specialization of operations related to the processing of third-party claims and
high entry level costs. No new major competitors in this aspect of the business
have been identified over the past 12 months. Major current competitors in this
aspect of the Company's business would include Liberty Medical and Diabetes
Support Services, both located in Florida, Ideal Diabetic in southern
California, and Diabetes Control Center located in Texas. Most companies that
specialize in diabetes related products are local operations that are not
adequately capitalized, nor do they possess the specialized staff or technology
to effectively manage high volumes of third-party insurance reimbursement
claims.
Management believes that the Company's selling strategy, high customer
service emphasis, sophisticated third-party billing knowledge, managed care
program and ability to sell its products through both mail-order and full
service home delivery provides the Company with a competitive advantage in the
diabetes products marketplace.
PATENTS AND TRADEMARKS
The Company possesses no patents. The Company possesses federal trademark
protection for its SugarFree-Registered Trademark- logo. The Company conducts
its pharmacy and mail order operations under the name "Thriftee Pharmacy &
Diabetes Care", for which it has not filed for trademark protection.
The Company is not a party to any agreements pursuant to which it either
licenses the use of its name or any part of its operational methods to any third
party, or obtains a license to use the name or operational methods of any other
person.
EMPLOYEES
As of June 30, 1996, the Company employed approximately 284 full-time
employees. Of that number, 7 employees are in senior management, 53 are in
sales and marketing and sales support and 224 are in operations and corporate
administration.
None of the Company's operations are covered by collective bargaining
agreements. The Company believes its relations with employees are good.
GOVERNMENT REGULATION
The health care industry, including the sale of diabetes products and
services, is subject to extensive public interest and governmental regulation on
both federal and state levels.
THIRD-PARTY REIMBURSEMENT GENERALLY. Medicare and Medicaid are government
funded health insurance programs. While Medicare provides federally-funded
health insurance coverage for
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persons age 65 or older and for certain disabled persons, the Medicaid program
is administered and funded by state governments and provides fully-paid health
coverage to participants in the Aid to Families with Dependent Children program
(most commonly known as "Welfare"). Medicare and Medicaid provide reimbursement
for certain of the services, supplies and items provided by the Company, with
such coverage of the services and supplies which the Company provides being
subject to extensive regulation. The levels of reimbursement paid or payments
made by such programs are often lower than the levels of reimbursement paid by
other third-party payers, such as traditional indemnity insurance companies.
The following table sets forth certain information with respect to the
percentage of the Company's revenues attributable to various reimbursement
sources:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Year Ended Year Ended
June 30, 1995 June 30, 1996
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<S> <C> <C>
Private payers, including insurance
companies . . . . . . . . . . . . 20% of Total Sales 19% of Total Sales
- --------------------------------------------------------------------------------------------
Medicare, Medicaid and other
governmental programs . . . . . . . 75% of Total Sales 69% of Total Sales
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Managed care contracts . . . . . . 5% of Total Sales 12% of Total Sales
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100% of Total Sales 100% of Total Sales
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</TABLE>
The Company accepts assignment of Medicare and Medicaid claims, as well as
claims with respect to other third-party payers, on behalf of its patients
whenever the reimbursement coverage is adequate to ensure payment of the
patient's obligations. The Company processes its customers' claims, accepts
payment at prevailing and allowable rates, and assumes the risks of delay or
non-payment for improperly billed services which are determined by the third-
party payor as being medically unnecessary. The Company employs the
administrative personnel necessary to transmit claims for product cost
reimbursement directly to private health insurance carriers, and seeks payment
for any unreimbursed costs directly from patient-customers. No assurance can be
given that a significant number of future requests for reimbursement will not be
denied, although the company believes that its policies, procedures, and prices
currently minimize this risk. See "Item 3., Legal Proceedings."
Like other health care companies, the Company's revenue and profitability
are adversely affected by the continuing efforts of third-party payers
(including Medicare, Medicaid and managed care companies) to contain or reduce
the costs of health care by lowering reimbursement rates, increasing case
management review of bills for services and negotiating reduced contract
pricing. As expenditures in the home health care market continue to grow,
initiatives aimed at reducing the costs of product and service delivery in that
market are increasing.
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MEDI-CAL PROGRAM. The Company is approved by the State of California
Health and Welfare Agency, Department of Health Services (Medi-Cal) as a
supplier of pharmaceutical drugs, equipment and supplies to Medi-Cal qualified
patients. The Company is able to take assignments from Medi-Cal patients of
claims for cost reimbursement, and it submits such claims to Medi-Cal following
sales of products and services to covered persons. The Medi-Cal program pre-
determines the dollar amounts with respect to which product and service
reimbursements will be made, and The Company accepts such reimbursement payments
in full satisfaction of patient accounts.
The California Department of Health Services is currently following a
pricing guideline which uses Average Wholesale Prices (AWP) plus 25% plus a
dispensing fee. The prices attainable using these guidelines provide
satisfactory profit margins from sale of products to Medi-Cal recipients. The
State of California has approved medical supplies, such as diabetes supplies, as
part of the reimbursable formulary for its budget year which began on July 1,
1996. The California Department of Health Services has announced it's intention
to move Medi-Cal recipients toward a managed-care system in the future and has
initiated this program in several counties. Management believes that it can
establish programs which can be marketed to the managed-care providers when this
transition is implemented, although there is no assurance that such will occur
and that the Company will not be materially affected by such a change in
reimbursement policy.
MEDICARE PROGRAM. The Company is a participating Medicare part B provider.
As a Medicare provider, the Company can provide equipment and supplies to
Medicare beneficiaries, and obtain reimbursement directly from the Medicare
intermediaries. Medicare itself sets guidelines for the types and quantities of
equipment and supplies, the costs of which are reimbursable under the Medicare
program. In the event that full reimbursement is not obtained through Medicare,
patient-customers are personally responsible for full payment either through
secondary private insurance coverage or otherwise.
STATE LICENSING AND REGULATION. Certain operations of the Company may be
subject to state and local regulation. Management believes that all of the
Company's present operations are substantially in compliance with such state and
local laws and regulations. See, Item 3, "Legal Proceedings." To the extent
the Company engages in new activities or expands current activities into new
states, the cost of compliance with applicable state and local regulations and
licensing requirements cannot be determined with any certainty at this time.
INSURANCE COVERAGE
The Company currently has in force workers compensation, property, business
auto, general liability and product liability insurance policies for all its
operations. The automobile policy has a combined single coverage of $1,000,000.
The general and products liability coverage limits are $1,000,000 for each
occurrence and $2,000,000 in aggregate.
The Company also has a comprehensive general umbrella liability insurance
policy covering
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all its operations. This policy has coverage limits of $5,000,000 for each
occurrence, and $5,000,000 in aggregate for products liability, general
liability and malpractice claims.
The Company believes that its insurance coverage is customary in amount and
consists of such other terms and conditions as are generally consistent with
industry practice.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company does not own any of the properties from which it conducts
business. The following table sets forth information as to the material
properties which the Company leases.
<TABLE>
<CAPTION>
Expiration Annual Size/Square Purchase
Location and Use Date Rental Feet Options
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<S> <C> <C> <C> <C>
13715 Burbank Boulevard August 31, $61,764 5,200 No
Van Nuys, CA 91401 1996 (with
(executive office) two 5-year
renewals)
5946 Kester Avenue October 31, $26,088 3,500 No
Van Nuys, CA 91411 1997
(warehouse)
4818 Starkey Road March 31, $120,300 13,400 No
Roanoke, VA 24014 1998 (with
(offices and warehouse) one 5-year
renewal)
11585 Farmington Road (1) September $108,432 6,800 Yes
Livonia, MI 48150 2002
(Principal executive office and
administration)
10957 Farmington Road November 30, $22,713 2,000 No
Livonia, MI 48150 1995
(warehouse)
11955 Farmington Road month to $8,400 1,000 No
Livonia, MI 48150 month
(sales offices) lease
3601 Thirlane Road November 2000 $121,855.50 15,744 No
Valley Court, Ste #4
Roanoke, VA 24019
(adminisrative offices)
</TABLE>
(1) The landlord of this property currently possesses a lien against the
inventory of PSS and the inventory and equipment of PCS to secure lease
payments.
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During the 1995 fiscal year, the Company also leased ten (10) store
locations in addition to the Van Nuys, California store. Seven of these stores
were located in southern California, two stores were located in Texas and one
store was located in Florida. By August 1995, all of the store locations were
closed except for the Van Nuys location. The Van Nuys store location was closed
April 30, 1996, subject to the retention of sales and accounting group offices
at the Van Nuys location.
The Van Nuys offices were closed on September 15, 1996. The California
sales staff moved at that time to a small facility located at 6442 Coldwater
Canyon Ave, North Hollywood, CA. The accounting group at the Van Nuys office
moved to the Roanoke, Virginia administrative office facility on August 1, 1996.
ITEM 3. LEGAL PROCEEDINGS
The Company has undergone an audit by representatives of the State of
California, State Controller's Office, Division of Audits. The purpose of the
audit was to determine the level of the Company's compliance with the guidelines
of the California Department of Health Services (Medi-Cal) and the California
State Board of Equalization. Representatives from the State Controller's Office
have raised the issue of whether the Company may have practiced two-tier pricing
policies in the charges to its customers which are not in conformance with
Medi-Cal regulations. Under such regulations, a company may not charge any
customer prices less than those charged to the Medi-Cal program. Based upon
Management's independent review, the Company maintains that it has conformed
with pricing regulations because its prices are consistent within each of its
operating subsidiaries, Sugar Free and Home Therapy, and because these two
subsidiaries are offering different services. The Company's Management further
believes that the Medi-Cal program was charged the "prevailing prices" charged
for supplies, and that those charges were in compliance with current
regulations, and that the Representatives from the Controller's Office compared
prices for different services with different delivery methods. The State
Controller's Office contends that the reimbursement was paid for products, and
not for services, so the difference in pricing was not warranted based upon the
services rendered in conjunction with the products delivered. In July 1994, the
State Controller's Office issued an Auditor's Report with findings to the
Department of Health Services ("DHS") for the period beginning July 1, 1990
through June 30, 1993. The Report recommends a recovery of approximately $1.3
million due to such alleged two-tier pricing. In November 1994 the State
Controller's Office issued Letter of Demand for the recovery of such amounts
due. In November 1994, the Company issued a Statement of Disputed Issues with
the Office of Administrative Appeals, Department of Health Services as its
formal appeal to the Letter of Demand. A hearing before the Department of
Health Services was held on January 16, 1996. The result of such hearing,
announced in September 1996, was confirmation of the State's position. The
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Company intends to continue vigorously to contest any recovery by the State with
respect to such alleged improper pricing practices for services rendered.
The Company has also undergone an audit by the California State Board of
Equalization ("SBE") as a result of separate findings made by the State
Controller's Office. The SBE has disagreed with the Company's policies
regarding its sales tax payments on certain items. Based upon Management's
independent review, the Company has maintained that sales of diabetes supplies,
when made pursuant to a doctor's prescription, are transactions exempt from the
collection and payment of sales taxes in California. The SBE has indicated that
only sales of insulin and insulin syringes are exempt from California sales tax
and that blood glucose meters, testing strips and finger-prick lancets are
taxable items. The SBE has assessed sales tax on the sales of these items and
it has issued a Notice of Determination against the Company for unpaid sales tax
covering the period July 1, 1989 through September 30, 1993. The Notice
determined a total amount due of $790,834, which is comprised of taxes due in
the amount of $691,695, and interest due through September 30, 1993 in the
amount of $99,139. The Company has protested these findings and is in the
process of appealing this assessment. A hearing before the SBE is scheduled for
November 13, 1996. The Company has accrued and paid sales taxes on sales of
the items in question during all periods since the last day of the period under
audit. Such sales taxes amounted to approximately $661,902 during the fiscal
year ended June 30, 1995 and $759,143 during the fiscal year ended June 30,
1996. The Company has accrued an additional $75,728 in fiscal 1996 for possible
interest and penalty payments on the taxes in question. The total accrual for
interest and penalty payments as of June 30, 1996 was $228,477.
Based upon the above contingencies, the Company has provided reserves, in
the event that a defense of its positions does not prevail, of $950,000 during
the fiscal year ended June 30, 1994 ($50,000 of which was deposited with SBE in
connection with its audit) and of an additional $500,000 during the fiscal year
ended June 30, 1995. No additional reserves have been added during the fiscal
year ended June 30, 1996. Based upon Management's independent review, no
addition to the reserves during 1996 was determined to be appropriate. The
combined maximum amount demanded to be paid under both these actions is
approximately $2,090,830. Based upon the defenses involved, Management's
independent review, and information supplied by the Company's counsel and
outside consultants, the Company's Management believes that an estimated
combined settlement amount for these actions equal to $1,450,000, or 69% of the
maximum amount demanded, is reasonable under the circumstances. Allocation of
the total reserve of $1,450,000 between the DHS and the SBE actions is not
possible because, in the event of a settlement with DHS, the amount of the
liability with the SBE could be favorably impacted. The total reserve of
$1,450,000 is considered adequate at this time to cover any anticipated
settlements relating to these matters. On January 17, 1996, the Company put
into escrow $1,550,00 of the proceeds from its Health care Receivables Purchase
Agreement with Daiwa Healthco-1, Inc. (the "Daiwa Agreement") to fund such
reserve. Following termination of the Daiwa Agreement, in connection with its
first borrowings under a Loan and Security Agreement (the "HealthPartners
Facility"), dated as of August 15, 1996, with HealthPartners Funding, L.P.
("HealthPartners"), the Company was not required to create an escrow account in
order to fund a reserve for settlement of the California SBE and State
Controller's Office
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actions, although the maximum amount of borrowings otherwise available under the
HealthPartners Facility is reduced by $1,500,000 until such time as both
California actions are settled.
The PCS Companies were previously the subject of an investigation by
Medicare for (i) Medicare's alleged overpayment for products and services
provided by the PCS Companies and (ii) Medicare's payment to the PCS Companies
for claims which were allegedly not properly subject to Medicare reimbursement.
During fiscal 1995, Medicare withheld $300,766 of payments due for claims
reimbursement to cover previously estimated liabilities resulting from this
investigation. A further assessment in the amount of $78,500 resulting from a
continuation of this investigation has been made, and that amount withheld in
July 1996. The Company has requested an In-person Fair Trial Appeal to contest
Medicare's appregate $379,000 of withheld reimbursements, which appellate
hearing is expected to occur before January 1997.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
(The remainder of this page has been intentionally left blank)
-13-
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
The principal market for trading the Company's securities is Nasdaq,
although the Company's Common Stock and Class A Warrants are also traded on the
Boston Stock Exchange.
PRICE RANGE OF OUTSTANDING COMMON STOCK
On December 18, 1992, the Common Stock began trading on Nasdaq and
has been quoted on Nasdaq at all times since that date.
The following table sets forth the high and low bid prices for each
fiscal quarter during the fiscal years ended June 30, 1993, 1994, 1995 and 1996,
as reported by Nasdaq. Such quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and do not necessarily represent actual
transactions.
High Bid Low Bid
-------- -------
FISCAL YEAR ENDED JUNE 30, 1993
Second Quarter ended December 31, 1992
(commencing December 18, 1992) 3 2-9/16
Third quarter ended March 31, 1993 2-3/4 1-7/8
Fourth quarter ended June 30,1993 2-9/16 2-1/16
FISCAL YEAR ENDED JUNE 30, 1994
First Quarter ended September 30, 1993 2-11/16 1-3/8
Second Quarter ended December 31, 1993 2-15/16 2-3/8
Third Quarter ended March 31, 1994 2-5/8 1-7/8
Fourth Quarter ended June 30, 1994 3-7/16 1-3/4
FISCAL YEAR ENDED JUNE 30, 1995
First Quarter ended September 30, 1994 4 2-1/8
Second Quarter ended December 31, 1994 3-1/4 1-7/8
Third Quarter ended March 31, 1995 2-3/8 1-1/8
Fourth Quarter ended June 30, 1995 3-1/8 1-5/8
FISCAL YEAR ENDED JUNE 30, 1996
First Quarter ended September 30, 1995 3-1/2 2-7/16
Second Quarter ended December 31, 1995 2-11/16 1-5/8
Third Quarter ended March 31, 1996 4 1-7/8
Fourth Quarter ended June 30, 1996 3-13/16 2-1/2
-14-
<PAGE>
On October 8, 1996, the last trade price of the Common Stock was
$2-7/16 as reported on Nasdaq, and the Company had 95 shareholders of record.
DIVIDEND POLICY
The Company has never paid cash dividends on its Common Stock (other than S
corporation dividends paid by the PCS Companies prior to the Merger) and does
not anticipate paying cash dividends in the foreseeable future, but rather
intends instead to retain future earnings, if any, for reinvestment in its
business. In addition, the Health care Partners Agreement forbids the future
payment of dividends and redemption payments to holders of the Company's Common
Stock without HealthPartners's consent. Such agreement does permit dividend and
redemption payments to the Company's Preferred Stockholders for which the
Company is currently obligated. See, Item 6., "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Liquidity and
Capital Resources." Any future determination to pay cash dividends will be in
compliance with the Company's contractual obligations, and otherwise at the
discretion of the Board of Directors and based upon the Company's financial
condition, results of operations, capital requirements and such other factors as
the Board of Directors deems relevant.
The Company has issued and outstanding 1,580,000 shares of Preferred Stock.
An aggregate sum of 464,000 shares of Series A Redeemable Preferred Stock,
$.0001 par value per share (the "Series A Preferred Stock") are outstanding,
which shares of Series A Preferred Stock are subject to: (I) a liquidation and
redemption preference of $5.00 per share; (ii) mandatory redemption at the rate
of 116,000 shares of Series A Preferred Stock ($580,000) per annum, redeemable
in monthly portions of the full $580,000 annual amount (commencing October 31,
1995), such that during each of the five annual periods commencing with the
period ending September 30, 1996 and ending with the period ending September 30,
2000, the Company shall redeem not less than 116,000 shares of the Series A
Preferred Stock for payment aggregating not less than Five Hundred Eighty
Thousand ($580,000) Dollars in each such annual period; (iii) the right to vote,
together with the Common Stock as a single class, for the election of directors
and all other matters on which stockholders of the Company are entitled to vote;
and (iv) no payment of any dividend. 116,000 shares of Series A Preferred stock
have been redeemed through September 30, 1996.
An aggregate of One Million (1,000,000) shares of Series B Redeemable
Preferred Stock, $.0001 par value per share (the "Series B Preferred Stock"),
are outstanding, which shares of Series B Preferred Stock are subject to: (I) a
liquidation preference of $1.00 per share ($1,000,000), subject and subordinated
only to the Series A Preferred Stock; (ii) payment of annual cumulative
dividends on September 30th of each year, commencing September 30, 1996, of $.02
per share ($20,000) for the period from the Closing Date of the Merger through
June 30, 1996, $.03 per share ($30,000) for the year ending June 30, 1997, $.04
per share ($40,000) for the year ending June 30, 1998, $.05 per share ($50,000)
for the year ending June 30, 1999, $.06 per share ($60,000) for the year ending
June 30, 2000, and $.12 per share ($120,000) thereafter; PROVIDED, that such
annual cash dividend is payable ONLY if the consolidated pre-tax income of the
Company and its subsidiaries shall exceed $500,000 in the fiscal year ending
immediately prior to the relevant September 30th payment date; (iii) being
convertible at any time at the option of the holder into Common Stock of the
Company at
-15-
<PAGE>
a conversion ratio of one share of Common Stock for every two (2) shares of
Series B Preferred Stock so converted (a maximum of 500,000 shares of Common
Stock); (iv) the right to vote, together with the Common Stock as a single
class, for the election of directors and all other matters on which stockholders
of the Company are entitled to vote; and (v) redemption, at the sole option of
the Company at any time commencing June 30, 2000, on 30 days' prior written
notice given by the Company, if the average of the closing bid price of the
Common Stock, as reported on The NASDAQ SmallCap Market (or the last sale price
of the Common Stock, if then traded on The NASDAQ National Market System or
another national securities exchange) during the 20 consecutive trading days
ending on the third day prior to the date on which notice of redemption is given
shall equal or exceed $4.00 per share, with the holders having the right to
convert all or any portion of their Series B Preferred Stock into Common Stock
at any time after receipt of notice of redemption and prior to the date fixed
for redemption.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, the relative
percentages that certain income and expense items bear to net sales.
Year Ended June 30,
-------------------
1995 1996
---- ----
Net sales . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% 100.0%
Cost of sales . . . . . . . . . . . . . . . . . . . . . . . 65.2 62.1
----- -----
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . 34.8 37.9
Selling, general & administrative. . . . . . . . . . . . . . 38.4 41.4
Restructuring costs. . . . . . . . . . . . . . . . . . . . . 2.0 (0.3)
Provision for State Audits . . . . . . . . . . . . . . . . . 2.2 0.0
----- -----
Income (loss) from operations . . . . . . . . . . . . . . . (7.8) (3.2)
Chrgs/writeoff terminated A/R sales agrmt . . . . . . . . . . 0.0 2.1
Interest expense . . . . . . . . . . . . . . . . . . . . . . 2.0 1.7
----- -----
Loss before income tax benefit . . . . . . . . . . . . . . . (9.8) (7.0)
Income Tax Benefit . . . . . . . . . . . . . . . . . . . . . 0.9 0.0
Net income (loss) . . . . . . . . . . . . . . . . . . . . . (8.9)% (7.0)%
----- -----
----- -----
-16-
<PAGE>
FISCAL YEARS ENDED JUNE 30, 1996 AND JUNE 30, 1995
Revenue for the year ended June 30, 1996 was $36,257,415, an increase of
$13,531,174, or 60%, from the year ended June 30, 1995. Patient Care Services
revenue amounted to $2,569,274 during the 1995 fiscal year, being consolidated
with Universal for only one quarter following the acquisition of Patient Care
Services effective April 1, 1995. Patient Care Services revenue for fiscal year
1996 was $15,331,590. Revenue from the Company's discounted retail store
operations was $137,512 for fiscal year 1996, or $1,006,677 less than similar
revenue for fiscal year 1995. The last Company retail store closed on April 30,
1996. The annual revenue increase for full-year operations (exclusive of
Patient Care Services and the retail stores), was $1,775,535 or a 9% increase
over 1995. This increase is primarily due to increased sales volume from the
efforts of the Company's sales staff, and increased managed care business from
new and existing contracts.
Total cost of goods sold for fiscal year 1995 was over 65% of revenue,
while total cost of goods sold for fiscal year 1996 was $22,504,611 or
approximately 62% of revenue. This three point improvement is the result of
negotiated lower prices for higher purchase volumes, and favorable contracted
programs with several vendors.
Selling, general and administrative expenses for fiscal year 1996 were
$15,022,290 or 41% of revenue, as compared to $8,720,395 and 38% of revenue for
fiscal year 1995. This higher level of expense is the result of expense
duplications following the consolidation and reorganization associated with the
acquisition of PCS in fiscal 1995. The overlap of function, extensive travel
requirements and the lack of a common computer network created a transitory need
for more personnel Company wide, and resulted in increased MIS expense and
travel expense. Total company staffing increased from 229 full-time employees
in the beginning of the 1996 fiscal year to 284 at the end of the year. Payroll
expense is expected to decline in fiscal 1997; especially as a percentage of
revenue. Reorganization steps are well advanced at this time, and a complete
computer system upgrade is nearing completion. Additional space was leased in
Roanoke, Virginia on January 1, 1996 to house expanded executive and
administrative functions. The original Roanoke, Virginia facility has been
retained and is used as a warehouse and shipping center.
Other expenses included substantial fees and interest expense related to a
financing facility with DAIWA Healthco-1, Inc. (The "Daiwa facility") which was
utilized from January 1996 until May 1996. Net interest expense increased in
fiscal year 1996 to $615,552 from $470,139 in fiscal year 1995. This increase
was partly due to $1,500,000 borrowed under the Daiwa facility and held as a
cash reserve to fund California legal proceedings settlements. See Item 3,
Legal Proceedings. Other interest expense resulted from increased borrowings
under a line of credit with Crestar bank that was utilized in the first six
months of fiscal 1996.
In connection with the Acquisition of Patient Care Services, the Company
established a deferred tax liability of $200,000. Due to the accumulated losses
from operations, this liability was an offset as of June 30, 1995. As such, the
Company recognized a corresponding income tax benefit of $200,000 in Fiscal 1995
that is not available in 1996.
-17-
<PAGE>
Net loss increased to $2,532,238 in Fiscal 1996 from $2,032,239 in Fiscal
1995. The increase is primarily due to the increase in selling, general and
administrative expenses, financing fees and interest expense. Also an
additional reserve in the amount of $380,400 was taken for doubtful accounts,
bringing the reserve total to $2,007,000 against a gross accounts receivable
balance of $12,207,373. In association with certain legal proceedings in
California, an additional $75,728 was accrued for possible interest and penalty
payments. See Item 3, Legal Proceedings.
LIQUIDITY AND CAPITAL RESOURCES
In February 1995, Universal completed its borrowing of an aggregate of
$400,000; evidenced by 10% notes due the earlier of completion of an additional
public offering or July 1995, less placement costs of $52,000 ((the "Bridge
Loan"). The Bridge Loan was repaid in July 1995. In July, 1995, the Bridge
Loan lenders exercised warrants to acquire 222,223 shares of Common Stock
acquired in the Bridge Loan transaction.
In June and July 1995, the Company completed a private placement of 148,000
shares of Common Stock at $1.00 per share to management and non-management
employees of the Company
In August 1995, the Company purchased certain assets of a diabetes supply
segment of a business that provides in-patient care for individuals with
diabetes. The agreement provides the Company with the opportunity to sell
diabetes supplies to the on-going customers of the company that provides in-
patient care. The purchase price for these assets was approximately $609,000
and was payable as $150,000 at closing; followed by nine successive monthly
installments of $51,012 plus interest. The acquisition involved the purchase of
accounts receivable of approximately $326,000 and inventory and fixed assets of
approximately $109,000. Goodwill was recorded in connection with this purchase
of approximately $174,000. All purchase price installment payments have been
made.
In December 1995, two members of the Board of Directors exchanged
indebtedness represented by notes aggregating $200,000 principal, which had
become delinquent, for demand notes in the same amount. In consideration for
agreeing to such exchange of indebtedness, and for waiving all past defaults
under such canceled notes and advances, the Directors were issued 5-year
warrants to purchase an aggregate of 300,000 shares of the Company's Common
Stock at $1.00 per share. One director immediately exercised 150,000 of such
warrants in consideration for his cancellation of the Company's $150,000
indebtedness owed to him.
In connection with the Thriftee acquisition, Universal was required to make
remaining payments aggregating $100,000 to Messrs. Buchholz, Wisely and Payne,
the former stockholders of The Thriftee Group, on February 15, 1996. This debt
was paid on February 15, 1996 by issuing 74,073 shares of common stock at an
assumed per share price of $1.35.
-18-
<PAGE>
To meet a short-term cash flow shortage in February 1996, the Company
borrowed, on an unsecured basis, $500,000 at 8% annual interest from H. T.
Ardinger, a principal stockholder of the Company. This loan originally matured
on June 20, 1996, but was subsequently refinanced. The Company's $500,000
principal indebtedness to Mr. Ardinger is currently evidenced by a note maturing
on February 21, 1998. All principal is due and payable in a single installment
on February 21, 1998 with interest accruing at 10% per annum, One payment of
accrued interest is due and payable on February 21, 1997, and a second
installment of accrued interest to be due and payable along with outstanding
principal on February 21, 1998.
During the first half of fiscal 1996, the Company continued borrowing
against its $1,200,000 revolving bank line of credit with Crestar Bank. On
January 17, 1996, the Company entered into an Agreement with Daiwa Healthco-1,
Inc. ("Daiwa") which provided for weekly sales of qualifying accounts receivable
to Daiwa. The qualifying accounts receivable generally consisted of accounts
that were less than 180 days unpaid from the service date. The sale proceeds to
the Company were determined on a formula basis after allowance for certain
default reserves, dilution reserves, servicing fees and other expenses.
The initial sale of accounts receivable to Daiwa consisted of accounts
receivable in an aggregate face amount of 6,000,000, and yielded initial gross
proceeds to the Company of $3,840,000. In calculating the proceeds, Daiwa held
back contractual allowances ( including fees) of approximately $2,160,000, or
36% of the face amount of the receivables. Fees charged in connection with this
sale were approximately $117,000, or 2.44%. Under the terms of the agreement,
collections on the receivables in excess of the initial gross proceeds, plus the
fees, are returned to the Company. All accounts receivable sold to Daiwa on
which Daiwa does not collect payment within 180 days are reassigned to the
Company and replaced with eligible receivables of equal value.
The proceeds from the Daiwa sale were applied to effect repayment in full
of the Company's indebtedness to Crestar Bank under its revolving accounts
receivable financing agreement in the amount of $1,009,000. Additionally, the
Company repaid a loan owed to a principal stockholder lender in the principal
amount of $1,000,000. With Daiwa sale proceeds, the Company also funded an
escrow account in the amount of $1,550,000 to cover any recoveries which may be
due as a result of the legal proceedings related to SBE and/or DHS. See Item 3,
Legal Proceedings. The balance of the proceeds were applied to loan costs and
to working capital.
On July 14, 1995, the Company borrowed, from the same principal stockholder
lender, $2,000,000 in exchange for a note payable bearing interest at a
commercial bank's fluctuating prime rate plus two percent. This note matures in
July 1997, and was secured by the accounts receivable of PCS, Inc. - West. At
this time, the Company also borrowed an additional $250,000 from the same lender
on an unsecured basis. As part of this financing, the Company issued warrants
to acquire an aggregate 310,000 shares of Common Stock at an exercise price of
$1.00 per share. The terms of this financing were amended in connection with
the Daiwa purchase of qualifying accounts receivable. The two secured notes,
aggregating $3,000,000 principal, along with the $250,000 unsecured note to the
same lender, was secured by a subordinated lien on all of the Company's accounts
receivable
-19-
<PAGE>
not purchased by Daiwa. In April 1996, $776,482 of the indebtedness to this
lender was repaid through the cancellation of indebtedness as payment of the
exercise price of 450,000 warrants which were issued in connection with debt
financings ($1.00 exercise price per warrant) and of 217,655 Series B Warrants
($1.50 exercise price per warrant).
By May 23, 1996, Daiwa had less than $1,540,000 in purchased accounts
receivable from Universal. The Company used this opportunity to buy back these
remaining accounts from Daiwa by applying the reserve amount of $1,540,000 and
ending the active use of this facility. In April 1996, the Company reduced the
exercise price of its Series B Warrants from $4.40 to $1.50 until April 30,
1996. Each shareholder who exercised one Series B Warrant was also entitled to
receive one Series A Warrant for each Series B warrant exercised. A total of
344,720 Series B Warrants were exercised, yielding $517,080 in additional
capital funding to the Company. An additonal 217,655 Series B Warrants were
exercised by one of the Company's lenders in exchange for payment of $326,482 in
debt (see above).
In February 1994, pursuant to agreements executed in December 1993, all of
the shares of capital stock in the PCS Companies held by Ms. Barbara Milinko, a
former principal shareholder of such companies, were purchased in equal portions
by Messrs. Korby, Bookmeier and Gietzen, the principal shareholders of Patient
Care Services (PCS) at the time of the Merger, for an aggregate of $325,000 (the
"Stock Note"). At the same time that Ms. Milinko sold her shares, her
employment by the PCS Companies was terminated and the PCS Companies became
obligated to pay her $825,000 in accrued compensation (the "Accrued
Compensation"), of which $130,000 was paid at closing and the $695,000 balance
became payable in 102 monthly installments of $6,813 through 2003. In June
1995, $150,000 of the Accrued compensation was prepaid to Ms. Milinko in
consideration of her consent to the Merger with Patient Care Services, which
consent was required under the terms of applicable agreements. As of June 30,
1996, $244,429 was due to Ms. Milinko.
Pursuant to a Stock Purchase Agreement, dated April 26, 1996, the Company
acquired all of the outstanding capital stock of P.C.S. Northfield, Inc., a
company engaged in the marketing and sale of products used in the treatment of
diabetes. Prior to the acquisition, the Company had provided administrative
services, including billing and receivables collection, to P.C.S. Northfield,
Inc. The purchase price for stock acquired was a $350,000 three-year promissory
note, bearing 10% annual interest, with equal monthly payments of principal and
interest equal to $10,413 per month. The seller also received 32,278 shares of
company Common Stock.
On August 30, 1996, the Company made its first borrowings under a Loan and
Security Agreement, dated as of August 15, 1996 (the "Loan Agreement"), by and
among the Company and HealthPartners Funding, L.P. ("HealthPartners"). Such
initial loan was in the aggregate principal amount of $3,000,000, of which
approximately $101,000 was utilized to pay a portion of the breakage costs under
a prior financing agreement, $200,000 was utilized to repay a short-term
outstanding loan and the balance was utilized to pay all past-due payroll taxes,
certain accounts payable and accrued expenses.
-20-
<PAGE>
Pursuant to the Loan Agreement with HealthPartners, the Company may receive
revolving credit advances in an amount not to exceed the lesser of (a) 80% of
the qualified accounts receivable of the Company, or (b) $4,500,000 minus a
reserve on account of certain contingent liabilities of the Company, including
certain California audits and proceedings (which reserve has initially been
fixed at $1,500,000, subject to reduction in the event and to the extent that
the subject contingencies are resolved). All loans and other obligations under
the Loan Agreement are secured by a first priority lien and security interest in
all accounts receivable of the Company.
In connection with the transactions pursuant to the Loan Agreement with
HealthPartners, the Company entered into an agreement with Fred Kassner, to
whom the Company remains indebted in the approximate amount of $1,474,000 (which
is due and payable on July 14, 1997). Pursuant to such agreement, Mr. Kassner
has agreed to subordinate his lien on the accounts receivable of the Company to
the lien and security interest held by HealthPartners in such collateral. In
addition, in consideration of Mr. Kassner's waiver of certain events of default
under his loan agreement with the Company (such events of default consisting of
the Company's failure to make certain mandatory prepayments out of the proceeds
received by the Company from certain exercises of the Company's common stock
purchase warrants), the Company has agreed to issue to Mr. Kassner five-year
warrants entitling Mr. Kassner to purchase up to 100,000 shares of common stock
of the Company at an exercise price of $2.50 per share. Mr. Kassner has a
pledge of all the outstanding stock of each of the Company's operating
subsidiaries to further secure the Company's outstanding indebtedness to him.
CASH FLOW
As of June 30, 1996 Universal had working capital of $296,968 compared to a
working capital of $767,857 at June 30, 1995. The decrease in working capital
during the year is primarily due to losses from operations plus the voluntary
termination of a financing facility.
As of June 30, 1996, Universal had $91,066 in cash, compared to cash of
$87,853 at June 30, 1995. This slight increase in cash results from $764,000
obtained from operations, $780,003 used by investing activities and $19,216
provided by financing activities.
Accounts receivable for the Company increased by $1,043,823 (net of effect
of acquisitions) during the fiscal year ended June 30, 1996. The average days
revenues in accounts receivable increased from approximately 85 days at June 30,
1995 to just over 100 days at June 30, 1996. This increase is due to higher
sales levels and to slower payment cycles by certain intermediaries, resulting
in less cash on hand and higher receivable levels. The company also experienced
computer capacity limitations which slowed the collection process on older
receivable accounts. More efficient computer hardware and software upgrades
have been installed allowing the Company to accelerate collection of these
accounts with the expectation of reducing the accounts receivable aging and
size.
-21-
<PAGE>
The effect of the increase in accounts receivable was partially offset by
an increase in the trade accounts payable of $1,380,836 during the fiscal year
ended June 30, 1996. This increase was due to more favorable payment terms with
certain vendors to manage the increase in purchasing requirements to support the
higher level of sales revenues, and to delayed payments to other vendors.
The Company anticipates that significant cash requirements will be
required to maintain and grow the business. During the twelve months ended
October 31, 1997, mandatory redemption payments are due on the Series A
Preferred Stock which equal $580,000, installment payments of approximately
$125,000 are due under a note payable, and deferred compensation payments are
due of approximately $82,000. On July 14, 1997, a note payable of approximately
$1,474,000 is due. The Company is working to meet these cash obligations and
to continue its growth by (i) increasing the rate of collection on older
accounts receivable; thereby decreasing the size of accounts receivable, (ii)
restructuring the work flow for efficiency, (iii) controlling expenditures to
reduce general operating costs, (iii) expanding the loan facility with
HealthPartners and (iv) exploring the possibility of a new equity offering.
NET OPERATING LOSSES
The Company has net operating loss carryforwards for tax purposes totaling
$5,150,000 at June 30, 1996 expiring in the years 2004 to 2011. Substantially
all of these carryforwards are subject to limitations on annual utilization
because there are "equity structure shifts" or "owner shifts" involving 5%
stockholders (as these terms are defined in Section 382 of the Internal Revenue
Code), which have resulted in a more than 50% change in ownership.
ITEM 7. FINANCIAL STATEMENTS
Page
Number
------
INDEPENDENT AUDITORS' REPORT F-2
CONSOLIDATED BALANCE SHEET F-3
CONSOLIDATED STATEMENT OF OPERATIONS F-4
CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY F-5
CONSOLIDATED STATEMENT OF CASH FLOWS F-6-7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-8-22
-22-
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders and
Board of Directors
Universal Self Care, Inc.
We have audited the accompanying consolidated balance sheet of Universal
Self Care, Inc. and Subsidiaries as of June 30, 1996 and the related statements
of operations, changes in stockholders' equity and cash flows for the years
ended June 30, 1996 and 1995. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Universal Self Care, Inc.
and Subsidiaries as of June 30, 1996 and the results of its operations and its
cash flows for the years ended June 30, 1996 and 1995 in conformity with
generally accepted accounting principles.
\S\ FELDMAN RADIN & CO., P.C.
------------------------------
Feldman Radin & Co.,P.C.
Certified Public Accountants
New York, New York
September 20, 1996
-23-
<PAGE>
UNIVERSAL SELF CARE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
June 30,1996
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS:
Cash $ 91,066
Accounts receivable,
net of allowance for doubtful accounts of $2,007,000 10,200,373
Inventories 551,154
Prepaid expenses 136,036
------------
TOTAL CURRENT ASSETS 10,978,629
PROPERTY AND EQUIPMENT
net of accumulated depreciation of $354,361 972,334
INTANGIBLE ASSETS, net of
accumulated amortization of $532,771 6,201,901
DEPOSITS AND OTHER ASSETS 56,204
------------
$ 18,209,068
------------
------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 6,694,173
Notes payable - current portion 300,259
Related party loans 60,000
Accrued liabilities 1,632,911
State audit reserves 1,400,000
Payroll taxes payable 594,318
------------
TOTAL CURRENT LIABILITIES 10,681,661
NOTES PAYABLE, net of current portion 2,315,469
REDEEMABLE PREFERRED STOCK, Series A 2,246,209
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, Series B Cumulative Convertible, $.0001 par value,
10,000,000 shares authorized, 1,580,000 shares issued and outstanding 505,000
Common stock, $.0001 par value, 20,000,000 shares authorized, 7,888,006 shares
issued and outstanding 788
Additional paid-in capital 10,623,796
Accumulated deficit (8,163,855)
------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 2,965,729
------------
$ 18,209,068
------------
------------
</TABLE>
See notes to consolidated financial statements.
-24-
<PAGE>
UNIVERSAL SELF CARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended June 30,
---------------------------
1996 1995
------------ ------------
<S> <C> <C>
REVENUES $ 36,257,415 $ 22,726,241
COST OF GOODS SOLD 22,504,611 14,813,946
------------ ------------
GROSS PROFIT 13,752,804 7,912,295
------------ ------------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 15,022,290 8,720,395
RESTRUCTURING CHARGES (100,507) 454,000
PROVISION FOR STATE AUDITS -- 500,000
------------ ------------
14,921,783 9,674,395
------------ ------------
OPERATING LOSS BEFORE OTHER EXPENSES (1,168,979) (1,762,100)
OTHER EXPENSES:
Charges and writeoffs in connection with terminated
accounts receivable sales agreement 747,707 --
Interest expense, net 615,552 470,139
------------ ------------
1,363,259 470,139
------------ ------------
LOSS BEFORE INCOME TAX BENEFIT (2,532,238) (2,232,239)
INCOME TAX BENEFIT -- 200,000
------------ ------------
NET LOSS $ (2,532,238) $ (2,032,239)
------------ ------------
------------ ------------
NET LOSS PER SHARE $ (0.40) $ (0.48)
------------ ------------
------------ ------------
WEIGHTED AVERAGE NUMBER OF SHARES
USED IN COMPUTATION 6,843,943 4,243,224
------------ ------------
------------ ------------
</TABLE>
See notes to consolidated financial statements.
-25-
<PAGE>
UNIVERSAL SELF CARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Preferred Stock Series B Common Stock Additional Total
----------------------- ----------------- Paid-In Accumulated Stockholders'
Shares Amount Shares Amount Capital Deficit Equity
---------- ---------- --------- ------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance - June 30, 1994 - $ - 3,789,057 $ 379 $ 6,110,256 $ (3,337,801) $ 2,772,834
Shares issued in acquisition of PCS 1,000,000 505,000 1,400,000 140 1,413,860 - 1,919,000
Shares issued for services - - 15,000 1 26,999 - 27,000
Issuance of common stock - - 945,000 95 1,056,836 - 1,056,931
Dividends paid on Preferred Stock Series A (50,092) (50,092)
Net loss - - - - - (2,032,239) (2,032,239)
---------- ---------- --------- ------ ------------ ------------ -----------
Balance - June 30, 1995 1,000,000 505,000 6,149,057 615 8,607,951 (5,420,132) 3,693,434
Shares issued to employees 148,000 15 147,985 148,000
Shares issued upon exercise of Bridge lenders'
warrants 222,223 22 (22) -
Warrants issued in connection with private
financing - - 216,028 216,028
Debt converted as consideration for
exercise of options 150,000 15 149,985 150,000
Exercise of Class B Warrants 344,720 34 517,046 517,080
Shares issued for acquisition 32,278 3 149,997 150,000
Options exercised for cash 100,000 10 149,990 150,000
Debt converted as consideration for
exercise of options 667,655 67 776,415 776,482
Shares issued in settlement of note payable 74,073 7 99,993 100,000
Dividends paid on Preferred Stock Series A (211,485) (211,485)
Various expenses associated with stock
issuances - - (162,572) (162,572)
Write off of discount associated with warrants
issued in private financing upon early
retirement of debt (29,000) (29,000)
Net loss (2,532,238) (2,532,238)
---------- ---------- --------- ------ ------------ ------------ -----------
1,000,000 $505,000 7,888,006 $ 788 $ 10,623,796 $ (8,163,855) $ 2,965,729
---------- ---------- --------- ------ ------------ ------------ -----------
---------- ---------- --------- ------ ------------ ------------ -----------
</TABLE>
See notes to consolidated financial statements.
-26-
<PAGE>
UNIVERSAL SELF CARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended June 30
----------------------------
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,532,238) $ (2,032,239)
------------ ------------
Adjustments to reconcile net loss to net cash
used in operations:
Depreciation and amortization 549,083 269,577
Loss on disposal of fixed assets 23,632 27,449
Shares issued for services - 27,000
Changes in operating assets and liabilities (net of effects of acquisitions):
Increase in accounts receivables (1,043,823) (2,225,002)
Decrease (increase) in inventories 803,778 (84,679)
Decrease (increase) in prepaid expenses 179,498 (241,411)
Decrease in deposits and other assets 153,464 70,405
(Increase) in intangible assets - (110,916)
Increase in accounts payable 1,480,836 1,757,113
Increase in accrued liabilities 555,452 46,460
Increase (decrease) in payroll taxes payable 594,318 (200,000)
Increase in state audit reserves - 500,000
------------ ------------
Total adjustments 3,296,238 (164,004)
------------ ------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 764,000 (2,196,243)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (585,697) (132,122)
Net cash paid for acquisitions (194,306) (176,168)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (780,003) (308,290)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of related party loans (100,000) (50,000)
Repayment of revolving credit line (884,000) (261,800)
Proceeds from sale of securities 652,508 1,023,811
Proceeds from related party loans 60,000 300,000
Net proceeds from (repayment of) long-term debt 532,375 1,328,482
Dividends paid on Series A Preferred Stock (211,485) -
Redemption of Series A Preferred Stock (30,182) -
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 19,216 2,340,493
------------ ------------
NET INCREASE (DECREASE) IN CASH 3,213 (164,040)
CASH AT BEGINNING OF YEAR 87,853 251,893
------------ ------------
CASH AT END OF YEAR $ 91,066 $ 87,853
------------ ------------
------------ ------------
</TABLE>
See notes to consolidated financial statements.
-27-
<PAGE>
UNIVERSAL SELF CARE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended June 30,
---------------------
1996 1995
--------- ---------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for interest and finance charges $ 644,082 $ 447,880
--------- ---------
--------- ---------
</TABLE>
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
During the year ended June 30, 1995, the Company issued securities with a
total value of $4,145,299 in connection with the acquisition of PCS.
During the year ended June 30, 1995, the Company accreted $50,092 in
dividends on Class A Preferred Stock.
During the year ended June 30, 1996, the Company acquired a Company for
$500,000, of which securities with a total value of $150,000 and a note for
$350,000 were issued.
During the year ended June 30, 1996, the Company acquired a Company for
$609,104, of which $459,104 was covered by a note payable to the Seller.
During the year ended June 30, 1996, an individual converted notes of
$776,482 as consideration for 667,655 options which were exercised.
During the year ended June 30, 1996, a director converted notes of $150,000
as consideration for 150,000 options which were exercised.
See notes to consolidated financial statements.
-28-
<PAGE>
UNIVERSAL SELF CARE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
Universal Self Care, Inc. (the "Company"), is a Delaware corporation formed
on May 12, 1989. The Company was organized as a holding company and prior to
January 1994 had three wholly-owned subsidiaries: Clinishare Diabetes Centers,
Inc. d/b/a SugarFree Centers, Inc. ("SugarFree"), Superior Care RX, Inc.
("Superior Care RX") and Physicians Support Services, Inc. d/b/a Home Therapy
Services ("Home Therapy").
Home Therapy specializes in providing diabetes supplies and services to
individuals in their homes, including insulin, syringes and other items required
to inject insulin, and provides maintenance services to diabetes patients.
SugarFree operated ten diabetes centers which provided health food and supplies
to individuals with diabetes.
In January 1994, the Company acquired a group of six companies, all of
which were under common control. The six companies were: Fieldcor, Inc.,
Eldercor of Florida, Inc., Eldercor of California, Inc., Medical Accounting
Specialists, Inc., Apperson Pharmacy, Inc., and Diabetic Depot of America Inc. -
collectively known as the Thriftee Group ("Thriftee"). Thriftee is primarily
engaged in the sale of general retail diabetes supplies throughout the United
States.
In April 1995, the Company merged a newly formed, wholly-owned subsidiary,
USC-Michigan, Inc., with PCS Management, Inc., a Michigan Corporation ("PCS"),
with USC-Michigan, Inc. as the surviving corporation. This transaction also
resulted in USC-Michigan, Inc. becoming the parent of PCS's wholly-owned
subsidiary, PCS, Inc.-West. PCS is primarily engaged in the sale of general
retail diabetes supplies throughout the United States.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Principles of Consolidation - The financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany transactions have been eliminated.
B. Revenue Recognition - Patient services revenue is earned from
commercial, Medicaid and Medicare patient treatment charges. Revenue
is recognized at the time the service is rendered or when the products
are shipped. Medicare and Medicaid reimbursements ("Third-Party") are
based on allowable charges. The difference between the Companies'
established billing rates and contracted or
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<PAGE>
anticipated reimbursement rates is recorded as a contractual allowance
and offset against patient revenues. Final determination of
reimbursement is subject to audit and retroactive adjustment by
respective third party intermediaries. Settlements based on Medicare
and Medicaid audits, if any, are recorded in the year they become
known. For each of the years ended June 30, 1996 and 1995,
approximately 95% of revenue was derived from Third-Party
reimbursements programs.
C. Inventories - Inventories consisting of pharmaceutical, health food
products and other diabetes supplies are carried at the lower of cost
(first-in, first-out) or market.
D. Property and Equipment - Property and equipment is stated at cost and
is depreciated on a straight-line basis over the estimated useful
lives of the assets. Leasehold improvements are amortized over the
terms of their respective leases or the service lives of the
improvements, whichever is shorter.
E. Loss Per Share - Loss per share is computed on the basis of the
weighted average number of common shares outstanding during the
respective periods. Net loss is increased by any applicable preferred
stock dividends.
F. Intangible Assets - Intangible assets, consisting of goodwill,
non-compete agreements and customer list, are being amortized on a
straight-line basis over their estimated useful lives.
G. Goodwill - Goodwill arising from business acquisitions, is being
amortized on the straight-line method over 20 years. The Company
assesses the recoverability of this intangible asset by determining
whether the amortization of the goodwill balance over its remaining
life can be recovered through projected undiscounted future cash flows
of the acquired companies.
H. Shares Issued for Services - Compensation expense is recorded when
shares or options are granted for services based on the difference
between the fair market value of the securities on the grant date and
the amount required to be paid by the recipient.
I. Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that effect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
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<PAGE>
J. Recently Enacted Accounting Pronouncement - In 1995, the Financial
Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123, Accounting for Stock Based
Compensation. The standard permits companies to chose to follow
the accounting proscribed by the standard for securities issued to
employees or to continue to follow the method proscribed by
Accounting Principles Board Opinion No. 25, Accounting for Stock
Issued to Employees, coupled with certain pro forma disclosures.
The Company has not yet determined whether it will adopt the
accounting aspects of this standard or simply choose to provide
the required disclosures. If the disclosure-only option is
selected, there would be no financial statement impact resulting
from this standard. If the Company decides to adopt the
accounting aspects, the financial statement impact of such
decision can not be determined at this time.
2. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
Office equipment $ 1,169,21
Leasehold improvements 157,478
------------
1,326,69
Accumulated depreciation (354,361)
------------
$ 972,334
------------
------------
3. COMMITMENTS AND CONTINGENCIES
A. 1) Lease Commitments - The Company is obligated under seven non-
cancelable operating leases. One location was closed during the
fiscal year ended June 30, 1996, the lease for which expires
August 31, 1996.
Rent expense for the years ended June 30, 1996 and 1995 was $526,289
and $444,270, respectively. Minimum rental commitments for the
remaining active leases over the next five years are as follows:
1997 $ 369,468
1998 376,952
1999 247,872
2000 249,840
2001 55,760
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<PAGE>
2) Employment Agreements - In February 1995, the Company entered
into an employment agreement with the President of Thriftee. The
agreement called for an annual base salary of $85,000, plus
commissions and terminates in December 1996. In September 1995,
the agreement was amended to increase the annual salary base to
$150,000 and eliminate the provision for commissions. During the
fiscal year 1996, the Company granted nonqualified five-year
stock options to purchase 41,667 shares of the Company's common
stock, exercisable commencing May 1, 1996 at an exercise price of
$1.35 per share, in exchange for forgiveness of $50,000 of
compensation payable under this contract over the period from May
1996 through April 1997.
In connection with the PCS Acquisition, the Company entered
into five year employment agreements with each of the three PCS
officers calling for compensation of $150,000 per year. During
the fiscal year 1996, the Company granted nonqualified
five-year stock options to purchase an aggregate of 375,000
shares of the Company's common stock, exercisable commencing
May 1, 1996 at an exercise price of $1.35 per share, in
exchange for forgiveness of aggregate compensation of $450,000
payable under these contracts over the period from May 1996
through April 1997.
In March 1996, the Company entered into a two year employment
agreement with an individual given the position of National Vice
President - Sales, for annual compensation of $95,000.
B. 1) California State Audits- The Company has undergone an audit by
representatives of the State of California, State Controller's
Office, Division of Audits that covered the period from July 1,
1990 through June 30, 1993. The purpose of the audit was to
determine the level of the Company's compliance with the
guidelines of the California Department of Health Services (Medi-
Cal) and the California State Board of Equalization.
Representatives from the State Controller's Office have raised
the issue of whether the Company may have practiced two-tier
pricing policies in the charges to its customers which are not in
conformance with Medi-Cal regulations. Under the regulations, a
company may not charge any customer prices less than those
charged to the Medi-Cal program. The Company maintains that it
has conformed with pricing regulations because its prices are
consistent for the services being provided. They contend that
the Representatives from the Controller's Office have compared
prices for different services with different delivery methods.
The Company further believes that the Medi-Cal program was
charged the "prevailing prices" charged for supplies, and those
charges were in compliance with current regulations. The State
Controller's Office contends that the reimbursement was paid for
products, and not for services, so the difference in pricing was
not warranted based upon the services rendered in conjunction with
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<PAGE>
the products delivered. In July 1995, the State Controller's
Office issued an Auditor's Report with findings to the
Department of Health Services ("DHS"). The Report recommends a
recovery of approximately $1.3 million due to such alleged
two-tier pricing. In October 1995, the State Controller's
Office issued a Letter of Demand for the recovery of
approximately $1.3 million resulting from the issues regarding
two-tier pricing. In November 1995, the Company issued a
Statement of Disputed Issues with the Office of Administrative
Appeals, Department of Health Services as its formal appeal to
the Letter of Demand. A hearing before the Department of
Health Services was held on January 16, 1996, resulting in an
affirmation of the State's position. Company management intends
to continue vigorously defending its position regarding pricing
practices among its subsidiaries.
The Company has also undergone an audit by the California State
Board of Equalization (SBE) as a result of findings from the
State Controller's Office. The SBE has disagreed with the
Company's policies regarding sales tax payment on certain
items. The Company has maintained that sales of diabetes
supplies, when made pursuant to a doctor's prescription, are
transactions exempt from the payment of sales taxes in
California. The SBE feels that only the sales of insulin and
insulin syringes are exempt from California sales tax and the
blood glucose meters, testing strips and finger-prick lancets
are considered to be taxable items. The SBE has assessed sales
tax on the sales of these items and they have issued a Notice
of Determination covering the period from July 1, 1989 through
September 30, 1993 totaling approximately $860,000. The
Company has protested these findings and will appeal this
assessment. The Company accrued and paid sales taxes of
$661,902 on sales of the items in question during the fiscal
year ended June 30, 1996.
Based upon the above contingencies, the Company has provided a
reserve, in the event that a defense of its position does not
prevail, of $950,000 during the fiscal year ended June 30, 1994
($50,000 of which was deposited in connection with the sales
tax issue) and has provided a further reserve of $500,000
during the fiscal year ended June 30, 1995. The addition to
the reserves during 1995 was determined to be appropriate at
that time because management feels that a compromise and
settlement may be required in order to terminate each of these
matters. Allocation of the total reserve of $1,450,000 between
the DHS and the SBE actions is not possible because, in the
event of a settlement with DHS, the amount of the liability
with the SBE could be favorably impacted. The total reserve of
$1,450,000 is considered adequate at this time to cover any
anticipated settlements relating to these matters.
2) Medicare Audit- The PCS Companies are currently the subject of an
investigation by Medicare for (i) Medicare's alleged overpayment
for products
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<PAGE>
provided by the PCS Companies and (ii) Medicare's
payment to the PCS Companies for claims which were allegedly not
properly subject to Medicare reimbursement. Medicare has
withheld approximately $300,000 of the payments due for claims
reimbursement to cover the estimated liability which may result
from this investigation. Medicare has withheld an additional
$79,000 of payments during July 1996 to cover the final liability
identified during its investigation. Management of the Company
intends to vigorously defend this assessment.
4. NOTES PAYABLE
Notes payable at June 30, 1996 consists of the following:
Notes payable to an individual, unsecured, interest
payable at 10%, due February 1998 $ 500,000
Notes payable to an individual, interest payable at prime
+ 2%, due July 1997, net of discount 1,390,516
Note payable to former employee of PCS, interest imputed
at 8%, payable in monthly installments, maturing in 2000,
secured by the tangible and intangible assets of PCS 244,429
Due to a former owner of a subsidiary, unsecured, interest
payable at 10%, payable monthly, maturing March 1999 299,358
Others, with various interest rates and maturity dates 181,425
-------------
2,615,728
Less: current maturities (300,259)
-------------
$ 2,315,469
-------------
-------------
Principal payments through maturity are as follows:
1997 $ 300,259
1998 2,115,532
1999 165,623
2000 34,314
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<PAGE>
5. INCOME TAXES
The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes ("SFAS No. 109").
SFAS No. 109 requires the recognition of deferred tax assets and liabilities
for both the expected impact of differences between the financial statements
and tax basis of assets and liabilities, and for the expected future tax
benefit to be derived from tax loss and tax credit carryforwards. SFAS No.
109 additionally requires the establishment of a valuation allowance to
reflect the likelihood of realization of deferred tax assets. At June 30,
1996, the Company had net deferred tax assets of $2,595,000. The Company has
recorded a valuation allowance for the full amount of the net deferred tax
assets.
The following table illustrates the source and status of the Company's
major deferred tax assets and (liabilities):
Net operating loss carryforward $ 2,060,000
Litigation accruals 580,000
Accrued compensation 157,000
Cash to accrual adjustments (202,000)
Valuation allowance (2,595,000)
--------------
Net deferred tax asset recorded $ -
--------------
--------------
At its acquisition date, PCS had a net deferred tax liability of $200,000
related to cash to accrual adjustments offset by accrued compensation
deductions. This liability was eliminated through the tax effects of losses
subsequent to the acquisition, enabling the Company to recognize some of the
tax benefits of such losses.
The provision for income taxes differs from the amount computed applying the
statutory federal income tax rate to income before income taxes as follows:
Year Ended June 30,
--------------------------
1996 1995
----------- ----------
Income tax benefit computed at
statutory rate $ 886,000 $ 810,000
Effect of permanent differences (184,000) (64,000)
Effect of temporary differences (8,000) (259,000)
Income tax benefit not recognized (694,000) (287,000)
----------- ----------
Income tax benefit $ - $ 200,000
----------- ----------
----------- ----------
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<PAGE>
The Company has net operating loss carryforwards for tax purposes totaling
$5,150,000 at June 30, 1996 expiring in the years 2004 to 2011. Substantially
all of the carryforwards are subject to limitations on annual utilization
because there are "equity structure shifts" or "owner shifts" involving 5%
stockholders (as these terms are defined in Section 382 of the Internal Revenue
Code), which have resulted in a more than 50% change in ownership.
6. ACQUISITIONS
A. In April 1995, the Company merged a newly formed, wholly-owned
subsidiary, USC-Michigan, Inc., with PCS Management, Inc., a
Michigan Corporation ("PCS"), with USC-Michigan, Inc. as the
surviving corporation. This transaction also resulted in
USC-Michigan, Inc. becoming the parent of PCS's wholly-owned
subsidiary, PCS, Inc.-West. The Acquisition is accounted for as a
purchase. The purchase price totaled $4,145,299, and was settled
through the issuance of Company securities as follows: (i)
1,400,000 shares of common stock valued at $1,414,000; (ii)
580,000 shares of Series A Preferred Stock valued at $2,226,299,
the present value of the mandatory redemption payments; and (iii)
1,000,000 shares of Series B Convertible Preferred Stock, valued
at $505,000, established through reference to the value
attributable to the common stock. Additionally the Company
incurred acquisition costs of $126,958.
The following summarizes the purchase of PCS:
Purchase price including
acquisition costs $ 4,272,257
Fair value of liabilities assumed 4,455,422
Fair value of assets acquired (3,767,150)
-----------
Goodwill $ 4,960,529
-----------
-----------
Goodwill resulting from the acquisition is being amortized over a
period of 20 years.
The following table summarizes selected pro forma consolidated
results of operations for the year ended June 30, 1995 (unaudited)
of the Company and PCS as though the acquisition had been
consummated at July 1, 1994. The pro forma amounts give effect to
appropriate adjustments for the fair value of assets acquired and
amortization of goodwill, depreciation and the issuance of Company
securities. Furthermore, officer salary levels of PCS are
adjusted to
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<PAGE>
reflect the new levels contractually agreed to upon the
Acquisition. Income tax effects of all the above adjustments are
recorded where appropriate.
Year Ended
June 30, 1995
-------------
Total Revenue $ 32,956,276
Net Loss $ (2,771,065)
Net Loss per share (1) $ (0.55)
Weighted Average Number of Shares 5,351,557
(1) Includes an adjustment for preferred stock dividends.
B. During the year ended June 30, 1996, the Company made two small
acquisitions recording $483,219 in goodwill. Additionally, in
January 1994, the Company acquired Thriftee resulting in goodwill of
$770,188. Goodwill resulting from these acquisitions is being
amortized over a period of 20 years.
7. REDEEMABLE PREFERRED STOCK, SERIES A
In April 1995, in connection with the Acquisition of PCS, the Company
issued 580,000 shares of Series A Redeemable Preferred Stock. The shares
contain a liquidation preference of $5 per share and pay no dividends. They
are mandatorily redeemable at $5 per share, over a five year period, in equal
monthly installments beginning October 1995. The Company has recorded the
present value of the required future payments as a liability, utilizing a
discount rate of 9%. The portion of the monthly redemption installments
which are attributable to this discounting factor are accounted for as
preferred stock dividends.
Payments through maturity are as follows:
1997 $ 580,000
1998 580,000
1999 580,000
2000 580,000
2001 290,000
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<PAGE>
8. STOCKHOLDERS' EQUITY
A. Preferred Stock - The Certificate of Incorporation of the Company
authorizes the issuance of a maximum of 10,000,000 shares of
preferred stock. The Company's Board of Directors is vested with
the authority to divide the class of preferred shares into series
and to fix and determine the relative rights and preferences of
shares of any such series to the extent permitted by the laws of
the State of Delaware and the Articles of Incorporation.
B. In April 1995, in connection with the Acquisition of PCS, the Company
issued 1,000,000 shares of Series B Cumulative Convertible
Preferred Stock. Each share contains a liquidation preference of
$1.00 per share. Each share is convertible into common stock at
the rate of two shares for one common share. Each share pays a
cumulative dividend at the rate of from $.02 per share annually,
beginning in September 1996, increasing to $.12 per share through
June 30, 2000. However, such dividend only becomes payable if, in
the immediate preceding fiscal year, the Company had pre-tax
income of at least $500,000.
C. In November 1994, the Company agreed to issue 15,000 shares of common
stock in settlement of certain compensation claims. Such shares
were valued at an aggregate amount of $27,000.
D. In April 1995, the Company sold 500,000 shares to an unrelated third
party for $1.00 per share.
E. In May 1995, the Company sold 300,000 shares to another unrelated
third party for $1.00 per share.
F. In June 1995, the Company sold 125,000 shares to a consultant for
$1.00 per share, which is the value at which they were accounted for.
G. In July 1995, the Company sold 148,000 shares to certain management
employees for $1.00 per share, which is the value at which they were
accounted for.
H. In July 1995, 222,223 warrants which were issued in connection with a
private placement in January and February 1995 were exercised for $.01
per share.
I. In December 1995, warrants to acquire 150,000 shares at $1.00 per
share were exercised by a director in exchange for the forgiveness of
$150,000 in debt.
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<PAGE>
J. In April, 1996, the Company issued 32,278 shares in connection with an
acquisition valued at $150,000.
K. In April 1996, a private lender exercised 450,000 warrants at $1.00
per share and 217,655 Class B warrants at $1.50 per share in exchange
for the cancellation of debt totaling $776,483.
L. In April 1996, the Company reduced the exercise price of its Class B
warrants from $4.50 per share to $1.50 per share. Subsequently, a
total of 562,375 warrants were exercised (including 217,655 by a
private lender for conversion of debt).
M. In June 1996, an officer exercised options to purchase 100,000 shares
at $1.50 per share.
9. STOCK OPTIONS
A. The Company's 1992 Employee Stock Option Plan (the "1992 Plan") was
approved by the Company's Board of Directors and stockholders in
June 1992. On July 28, 1993, 310,000 stock options, exercisable at
$1.50 per share, for a period of ten years, were issued under the
1992 Plan (such options are all still outstanding and exercisable
at June 30, 1995). Options granted under the 1992 plan may include
those qualified as incentive stock options under Section 422A of
the Internal Revenue Code of 1986, as amended, as well as
non-qualified options. Employees as well as other individuals,
such as outside directors, who provide necessary services to the
Company are eligible to participate in the 1992 Plan.
Non-employees and part-time employees may receive only
non-qualified stock options. The maximum number of shares of
common stock for which options may be granted under the 1992 Plan
is 500,000 shares.
B. The Company's Management Non-Qualified Stock Option Plan (the
"Management Plan") was approved by the Company's Board of
Directors in December 1992. On July 28, 1993, 100,000 stock
options, exercisable at $1.50 per share, for a period of ten
years, were issued under the Management Plan. Management and key
employees, as well as outside directors and other individuals who
provide necessary services to the Company, are eligible to
participate in the Management Plan. Options granted under the
Management Plan are nonqualified options. The maximum number of
shares of Common Stock for which options may be granted under the
Management Plan is 550,000. None of the options outstanding under
this plan are exercisable as of June 30, 1995.
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<PAGE>
C. In February 1994, the Company issued ten year options to purchase up
to 175,000 shares, at a price of $1.25 per share, to the president
of Thriftee in consideration of his waiver of certain rights to
acquire equity in certain of the constituent corporations of
Thriftee. These options vest as follows: 75,000 in February
1995, 50,000 in February 1996, and 50,000 in February 1997.
D. In December, 1995, two members of the Board of Directors exchanged
indebtedness represented by notes aggregating $200,000 principal,
which had become delinquent, for demand notes in the same amount.
In consideration for agreeing to such exchange of indebtedness,
and for waiving all past defaults under such canceled notes and
advances, the Directors were issued 5-year warrants to purchase an
aggregate of 300,000 shares of the Company's Common Stock at $1.00
per share. One director immediately exercised 150,000 of such
warrants in consideration for his cancellation of the Company's
$150,000 indebtedness owed to him.
E. In June 1996, an officer exercised options to purchase 100,000 shares
for $1.50 per share.
F. During fiscal 1996, the Company issued five year options at $1.35 per
share to four officers in consideration of their forgiving salaries.
10. PUBLIC WARRANTS
In December, 1992, the Company sold a total of 571,900 Units to the public
at $9.125 per Unit. Each of the Units sold by the Company consisted of three
shares of common stock, $.0001 par value, two Class A Warrants each to purchase
one share of common stock at an exercise price of $3.30 per share and one class
B Warrant to purchase one share of common stock at an exercise price of $4.50
per share. The Class A Warrants are exercisable through December 1997. In
April 1996, the Company reduced the price of the Class B warrants to $1.50 and
562,375 were subsequently exercised. Upon exercise, each warrant was converted
to one share of the Company's common stock and one Class A Warrant. The Class B
Warrants were exercisable through December 1994, but were subsequently extended
through June 1996, when they expired. The Company has the right to redeem the
Class A Warrants at $.05 per Warrant upon the common stock achieving certain
market price targets and the tendering of a written notification to the warrant
holders 20 days prior to taking such action.
11. PRIVATE FINANCING
In April 1995, the Company borrowed $1,000,000 in exchange for a note
payable bearing interest at a commercial bank's fluctuating prime rate plus two
percent.
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<PAGE>
This note becomes due in two years and was secured by the accounts receivable
of one of the Company's wholly-owned subsidiaries, Home Therapy. As part of
this financing, the Company issued warrants to acquire an aggregate 175,000
shares of common stock, at an exercise price of $1.00 per share. In July
1995, the Company borrowed $2,000,000 from the same lender in exchange for a
note payable bearing interest at the same commercial bank's prime rate plus
two percent. This note becomes due in two years and was secured by the
accounts receivable of PCS, Inc. - West. As part of this second financing,
the Company issued warrants to acquire an additional 310,000 shares of common
stock, at an exercise price of $1.00 per share. Proceeds from these
financings which are attributable to the warrants (based on their relative
fair value) are recorded as a discount and amortized as additional interest
expense over the life of the notes. The total amount of such discount
recorded in connection with these two financings was approximately $231,000.
In June 1995, the same lender lent the Company $250,000 under an unsecured
promissory note bearing interest at 9% per annum, maturing in June 1996.
During fiscal 1996, the Company repaid the April 1995 and June 1995 loans
aggregating $1,250,000. An additional $776,483 was converted to equity as
consideration for the exercise price of 667,655 warrants.
In August 1996, the Company issued this lender 100,000 five-year warrants
to purchase common stock at $2.50 per share, in consideration of his waiver of
certain loan covenant violations.
12. RELATED PARTY LOANS
In December 1994, three individuals serving as officers and/or directors of
the Company, advanced an aggregate of $200,000 to the Company, bearing interest
at 12% per annum and repayable on June 30, 1995. In January 1995, the Company
repaid $50,000 to one individual. Additionally, in January 1995, one of the
above directors lent PCS $100,000 under a promissory note bearing interest at
11.5%, which came due in February 1995. All the above loans were refinanced as
demand notes on December 1, 1995 and any defaults were waived. During fiscal
year 1996, $150,000 of loans was converted as consideration for the exercise of
stock options.
As of June 30, 1996, the Company had $60,000 in loans from three
individuals serving as officers and/or directors. Such amounts bear various
interest rates and are due on demand.
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<PAGE>
13. FOURTH QUARTER ADJUSTMENTS (UNAUDITED)
The Company incurred approximately $500,000 in charges and fees due to the
termination of its accounts receivable sales agreement with Daiwa.
14. CONCENTRATION OF CREDIT RISK
Financial instruments which subject the Company to concentrations of credit
risk consist principally of patient care receivables. The vast majority of such
receivables are due from third party reimbursement sources, including private
insurance companies and Federal and state medical insurance programs. Although
the ability of some third party payers to meet their obligations may be affected
by developments in the health care industry, most of such third party payers are
considered financially healthy and large enough to where it is not an issue from
the Company's standpoint.
15. RESTRUCTURING CHARGES
During the fiscal year ended June 30, 1995, the Company incurred
restructuring charges in connection with two distinct organizational actions:
(i) the consolidation of billing operations in Virginia and (ii) the decision to
close substantially all of its stores. Restructuring charges connected with the
consolidation of billing approximated $276,000 and consisted of temporary and
duplicate staffing, training and moving costs. Charges connected with the store
closings approximated $178,000 and consisted of inventory and leasehold
improvement write-offs and accruals for estimated lease termination costs.
During the fiscal year ended June 30, 1996, the Company reversed approximately
$101,000 of previously estimated lease termination costs.
16. PRIVATE PLACEMENT
During January and February 1995, the Company borrowed a total of $400,000
in a private placement of secured promissory notes bearing interest at 10%. The
notes had a term of six months and were repaid in July 1995. The lenders
received warrants to purchase 222,223 shares of the Company's common stock
exercisable at $0.01 per warrant in addition to the notes. The relative value
of the warrants to that of the notes was recorded as a discount on the notes,
totaling approximately $171,000. Such discount was written off as an additional
finance charge over the term of the notes.
17. ACCOUNTS RECEIVABLE SALES AGREEMENT
In January, 1996, the Company entered into an agreement with Daiwa
HealthCo.-1 Inc. ("Daiwa") which provided for the sale by the Company of
accounts receivable. The agreement provided for the purchase by DAIWA of up to
$10,000,000
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<PAGE>
in outstanding receivables, at any one time. In May 1996, upon the execution
of a mutually agreed upon waiver, the Company ceased selling receivables to
DAIWA under this agreement. In consideration of such waiver, the Company
paid to DAIWA a termination fee of approximately $202,000. Total receivables
sold during the period covered by this agreement were approximately
$11,907,000. Total discounts and fees incurred by the Company in connection
with this agreement were approximately $747,000.
18. ACCOUNTS RECEIVABLE FUNDING AGREEMENT
In August, 1996, the Company entered into an accounts receivable funding
agreement with Healthpartners Funding, L.P. ("Healthpartners") under which the
Company is able to borrow up to $4,500,000 against its qualified accounts
receivable. Qualified accounts are generally defined as those which are less
than 91 days old and are due from a third-party payee source (ie. Medicare,
Medicaid or commercial insurance) as opposed to those that are payable directly
by patients. Of the total credit facility, $1,500,000 has been specifically
allocated by the lender towards payment of the final settlement amount of the
California audit and is unavailable to the Company for other purposes. The base
rate applicable to outstanding principal amounts is prime + 1/4%. The term of
the agreement is three years. Outstanding principal under the agreement is
secured by a first priority lien against substantially all of the Company's
assets.
On September 1, 1996, the Company transacted for the initial draw under
this agreement, the maximum available amount of $3,000,000. Substantially all
such funds were immediately expended by the Company for the repayment of past
due payroll taxes, past due accounts payable and certain short-term notes
payable.
The Agreement contains financial covenants which require that the
Company's net loss not exceed $50,000 for its quarter ended September 30,
1996, and that it achieve net income of at least $500,000 for its fiscal year
ended June 30, 1997. The agreement contains certain other covenants, including
but not limited to, a deterioration in the Company's financial condition. The
agreement also forbids the payment of dividends on the Company's common stock.
A violation of such covenants gives the lender the right to immediately call
the loan.
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<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
(The remainder of this page has been intentionally left blank)
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<PAGE>
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a)
OFFICERS AND DIRECTORS
The executive officers and directors of the Company as of October 11, 1996 are
as follows:
NAME AGE POSITION WITH THE COMPANY
---- --- --------------------------
Brian D. Bookmeier 38 President, Chief Executive
Officer and Director
Robert M. Rubin 56 Chairman of the Board of
Directors
Richard R. Hough 51 Vice President, Chief Operating
Officer, Chief Financial Officer
and Secretary
Tod J. Robinson 35 Vice President - National Sales
for Diabetes Self Care, Inc.
(formerly Thriftee Group)
Edward T. Buchholz 53 Executive Vice President,
Divisional President of Diabetes
Self Care, Inc. (formerly
Thriftee Group) and Director
Alan M. Korby 39 Vice President, Divisional
President of PCS and Director
Matthew B. Gietzen 33 Vice President of Fulfillment
and Director
Damon D. Testaverde 48 Director
Set forth below is a brief background of the officers, directors and key
employees of the Company, based on information supplied by them.
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<PAGE>
ROBERT M. RUBIN. Since May 1991, Mr. Rubin has been the Chairman of the
Board and a principal stockholder of USC. Mr. Rubin was the founder, President,
Chief Executive Officer and a Director of Superior Care, Inc. ("SCI") form its
inception in 1976 until May 1986. Mr. Rubin continued as a director of SCI (now
known as Olsten Corporation ["Olsten"] until the latter part of 1987. Olsten,
an American Stock Exchange listed company, is engaged in providing home care and
institutional staffing services and health care management services. Mr. Rubin
is also a director, Chairman, Chief Executive Officer and minority stockholder
of American United Global, Inc. ("AUG"), a public company engaged in the
manufacture of sealing devices for automotive, aerospace and general industrial
applications. From May 1991 to January 1994, Mr. Rubin served as Chairman of
the Board and Chief Executive Officer of AUG and its subsidiaries. Mr. Rubin is
also Chairman of the Board, Chief Executive Officer and a stockholder of ERD
Waste Technology, Inc., a diversified waste management company specializing in
the management and disposal of municipal solid waste, industrial and commercial
non-hazardous waste and hazardous waste. Mr. Rubin is the Chairman of the Board
and, through his equity ownership of AUG, a minority stockholder of Western
Power & Equipment Corp., a public company engaged in the distribution of
construction equipment, principally manufactured by Case Corporation. Mr. Rubin
is also a director and minority stockholder of Response USA, Inc., a public
company engaged in the sale and distribution of electronic security and personal
emergency response systems; Diplomat Corporation, a public company engaged in
the manufacture and distribution of baby products; Help at Home, Inc., a public
company which provides home health care personnel; and Kaye Kotts Associates,
Inc., a public company which provides tax preparation and assistance services.
Mr. Rubin is a former director and Vice Chairman, and is currently a minority
stockholder, of American Complex Care, Inc., a public company formerly engaged
in providing on-site health care services, including intra-dermal infusion
therapies. In April 1995, American Complex Care, Incorporated's operating
subsidiaries made assignments of their assets for the benefits of creditors
without resort to bankruptcy proceedings.
BRIAN D. BOOKMEIER. Mr. Bookmeier has served as President, Chief
Executive Officer and a director of USC since July 1995. Mr. Bookmeier has also
served as Vice President of USC-Michigan, Inc., the Company's wholly-owned
subsidiary, since July 1995. From September 1989 until its merger into USC-
Michigan, Inc., Mr. Bookmeier served as Executive Vice President and a Director
of PCS Management, Inc., a home medical equipment supply company that
specializes in diabetes management, equipment and supplies. He is also a
Director of the American Diabetes Association since June 1995.
RICHARD R. HOUGH. Mr. Hough has served as Vice President and Chief
Operating Officer of the Company since April 1996. In July 1996, Mr. Hough was
appointed to the additional positions of Secretary and Chief Financial Officer.
Mr. Hough began his career in the computer industry serving with IBM and Digital
Equipment Corporation (DEC) for over 12 years in positions of Divisional
Controller, Business Planning Manager and Pricing Specialist. He then served as
a Vice President and Chief Financial Officer for several multi-billion dollar
corporations. From March 1991 until June 1993, Mr. Hough was Chief Financial
Officer for Advance Stores, Inc., a regional specialty store chain. Since June
1993 until coming with Universal, Mr. Hough was an independent business
consultant specializing in business development, accounting controls and
financial administration.
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<PAGE>
In the health care field, Mr. Hough was part-owner, Chief Financial Officer and
Director of a medical management company that managed billing and collections,
and consulted in the areas of business controls, evaluations and planning for
medical groups, clinics and private medical practices.
EDWARD T. BUCHHOLZ. Mr. Buchholz has served as a Vice President and a
director of USC since July 1995. Mr. Buchholz became the President of each of
the corporations comprising The Thriftee Group, wholly-owned subsidiaries of USC
since February 1994, in January 1990. Mr. Buchholz has also served as President
of Diabetes Self Care, Inc., the Company's wholly-owned subsidiary, since July
1995. He started his health care career in 1969 with The Hartford Insurance
Company and has held numerous executive positions in the industry over the past
25 years. From October 1985 to December 1989, Mr. Buchholz served as President
of Shoney's Va/Md Construction Co., Inc., a commercial builder of restaurants
and motels in Virginia, Maryland and Delaware. During that same period he also
served as President of Eastern Commercial Real Estate Services, Inc., an
insurance consulting firm and developer of commercial property.
ALAN M. KORBY. Mr. Korby has served as a Vice President and a director of
USC since July 1995. Mr. Korby has also served as President of USC-Michigan,
Inc., the Company's wholly-owned subsidiary, since July 1995. From its founding
in November 1987 until its merger into USC-Michigan, Inc., Mr. Korby served as
President and a Director of PCS Management, Inc., a home medical equipment
supply company that specializes in diabetes management, equipment and supplies.
MATTHEW B. GIETZEN. Mr. Gietzen has served as a Vice President and a
director of USC since July 1995. Mr. Gietzen has also served as Vice President
of USC-Michigan, Inc., the Company's wholly-owned subsidiary, since July 1995.
From January 1988 until its merger into USC-Michigan, Inc., Mr. Gietzen served
as Executive Vice President and a Director of PCS Management, Inc., a home
medical equipment supply company that specializes in diabetes management,
equipment and supplies.
TOD J. ROBINSON. Mr. Robinson has served with the Company since April 1996
as the National Vice President of Sales for the Thriftee Group Division. From
October 1989 to April 1996, Mr. Robinson held a variety of positions with Home
Diagnostics, Inc. (HDI), a medical device manufacturer that specializes in
diabetes testing equipment, serving as the Director of New Business Development,
National Accounts Manager and finally Sales Manager. From September 1986 to
October 1989, Mr. Robinson was Sales Manager and Product Manager for Friden
Alcatel in their business products division.
DAMON D TESTAVERDE. Mr. Testaverde has been a director of USC since May
1991. From May 1991 until June 1995, Mr. Testaverde served as President and
Chief Executive Officer of USC. From 1989 to March 1991, Mr. Testaverde served
as the President and principal stockholder of R.H. Damon & Company, Inc., a
former full service securities broker-dealer which ceased operations in March
1991. Since March 1994, Mr. Testaverde has been a registered representative
with Network One Financial Services, Inc., a full service securities broker-
dealer. From 1980 to 1986, Mr. Testaverde served in the capacity of President
of S.D. Cohn & Co., Inc. A full service securities broker-dealer with active
investment banking and brokerage operations.
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<PAGE>
Mr. Testaverde and R.H. Damon & Co., Inc., a non-operating broker-dealer of
which Mr. Testaverde is a principal shareholder, were respondents in a NASD
administrative proceeding (Market Surveillance Committee v. R.H. Damon & Co.,
Inc., et al., Compliant No. MS-1136), commenced May 24, 1991, in which the NASD
alleged that respondents violated provisions of the NASD's Rules of Fair
Practice and SEC Rule 10b-6 in connection with the purchase of and subsequent
resale to retail customers of part of a large block of NASDAQ listed securities.
The respondents have consented to a settlement of the matter, without admitting
or denying the allegations of the complaint, by agreeing to pay fines and
restitution (plus interest) to certain customers of R.H. Damon & Co. The
settlement also provides for a censure of all respondents, in the proceeding
and, in the case of the individual respondents, two-week suspensions from
association with any NASD member firm and two-month suspensions from association
with any such firm as a principal. Such suspensions have been completed.
Mr. Testaverde is also a former director of American Complex Care,
Incorporated, a public company formerly engaged in the provision of home health
care infusion therapies and as a distributor of Medicare Part B products. In
March 1995, American Complex Care, Incorporated's operating subsidiaries made
assignments of their assets for the benefit of their creditors, without resort
to bankruptcy proceedings.
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<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term Compensation
- ----------------------------------------------------------------------------------------------------------------------------------
Annual Compensation Awards Payouts
--------------------------------------------------------------------------------
Other
Name and Annual Restricted
Principal Compen- Stock Options/ LTIP
Position Year Salary Bonus sation Awards SARs(#) Payouts All
--------- ---- ------ ----- ------ ----------- -------- ------- Other
Compen-
sation
-------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Brian Bookmeier 1994 0 0 0 $ 0 $ 0 $ 0 $ 0
President and 1995 $ 38,834 0 $ 3,250 $ 0 $ 0 $ 0 $ 0
Chief Executive 1996 $179,306 0 $ 15,000 $ 0 $ 0 $ 0 $ 0
Officer and
Director
Alan M. Korby 1994 0 0 0 $ 0 $ 0 $ 0 $ 0
Executive V.P., 1995 $ 38,834 0 $ 3,250 $ 0 $ 0 $ 0 $ 0
Marketing 1996 $179,826 0 $ 15,000 $ 0 $ 0 $ 0 $ 0
Matthew B. 1994 0 0 0
Gietzen 1995 $ 38,834 0 $ 3,250
Executive V.P. of 1996 $179,969 0 $ 15,000
Fulfillment and
Director
Edward T. 1994 0
Buchholz 1995 0
Executive V.P. of 1996 $163,900 0 $ 13,320
Fulfillment and
Director
</TABLE>
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<PAGE>
EMPLOYMENT AND CONSULTING AGREEMENTS
Mr. Edward Buchholz commenced employment with the Company on February 8,
1994 under an employment agreement the term of which ends on December 31, 1996.
Mr. Buchholz's employment agreement provides him with an annual base salary of
$85,000, as well as commission payments equal to one percent (1%) of all gross
revenues of The Thriftee Group from managed care customers. In connection with
his employment agreement, Mr. Buchholz was granted stock options at $1.25 per
share (fair market value on the date of grant). The right to acquire shares
under these options vests as follows: options to acquire 75,000 shares vest on
February 8, 1995, options to acquire 50,000 shares vest on February 8, 1996 and
options to acquire 50,000 shares vest on February 8, 1997. As of September
1995, Mr. Buchholz's employment agreement was amended and his compensation
adjusted by increasing his salary to $150,000 per annum and eliminating his 1%
commission.
In connection with consummation of the PCS Merger, the Company entered into
separate employment agreements expiring June 30, 2000 with each of Messrs. Alan
Korby, Brian Bookmeier and Matthew B. Gietzen. Under the terms of such
agreements, each of Messrs. Korby, Bookmeier and Gietzen will continue to serve
as the President, Vice President and Vice President, respectively, of the PCS
Companies, and they serve as the Vice President, President and Chief Executive
Officer, and Vice President, respectively, of the Company. Under such
employment agreements, they each receive a base salary of $150,000 per annum,
plus customary fringe benefits, including medical insurance and the use of an
automobile paid for by the Company, the aggregate value of which fringe benefits
to each such person is estimated at no more than $18,000.
On April 25, 1996, each of Messrs. Bookmeier, Korby and Gietzen agreed to
waive the payment of installments of his annual compensation from the Company
during the annual period commencing May 1, 1996 in the aggregate amount of
$150,000 for each such person, and Mr. Buchholz agreed to waive the payment of
installments of his annual compensation from the Company during the annual
period commencing May 1, 1996 in the aggregate amount of $50,000. In
consideration for such waiver of compensation, each of Messrs. Bookmeier, Korby
and Gietzen was granted a five-year non-qualified stock option to acquire
125,000 shares of Company Common Stock at an exercise price of $1.35 per share
and Mr. Buchholz was granted a five-year non-qualified stock options to acquire
41,667 shares of Company Common Stock at an exercise price of $1.35 per share.
All of the options granted to Messrs. Bookmeier, Korby, Gietzen and Buchholz
vested in full on May 1, 1996. The closing sale price for a share of Common
Stock on April 25, 1996, as reported by Nasdaq, was $2-5/8.
In March 1996, Mr. Tod Robinson entered into a two-year employment
agreement with Diabetes Self Care, Inc., a wholly-owned subsidiary of the
Company. Under such agreement, Mr. Robinson is to serve as the National Vice
President-Sales for Diabetes Self Care, having responsibility for the marketing
and sales efforts throughout the United States for such company. Mr. Robinson's
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<PAGE>
employment base salary is $95,000 per annum. He has the opportunity to earn a
Performance Bonus of up to $1,000 based upon achieving performance goals to be
identified by the Company's management, as well as a Commission of $1,000 for
each executed managed care contract covering more than 10,000 lives which he
originates. Mr. Robinson's employment contract also provides for certain profit
participation, pursuant to which he will earn .5% of the net after-tax profits
of Diabetes Self Care for each fiscal year (and prorations thereof) during the
term of the employment agreement. In the event that such net after-tax profits
exceed $500,000 for any fiscal year, the profit participation shall be increased
by $10,000. Mr Robinson may also receive additional discretionary bonuses, and
customary fringe benefits. On March 10, 1996, in connection with commencing his
employment, Mr. Robinson was granted options to acquire 30,000 shares of the
Company's common stock at an exercise price of $1.50 per share. The closing
sale price for a share of common stock on March 11, 1996 (the next business
day), as reported by Nasdaq, was $2-15/16.
Each director of the Company receives a $25,000 annual directors fees for
attendance at Board meetings, as well as reimbursement for the actual expenses
incurred in attending such meetings. Officers and key employees of the Company
receive employment benefits (e.g., health insurance, automobile allowances)
other than cash compensation and interests in the Company's employee stock
option plan.
The following table sets forth information concerning individual grants of
stock options made during the last completed fiscal year to each of the
executive officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Number of Percent of
Securities Total Options/
Underlying SARs Granted Exercise or Potential Realizable Value
Options/SARs in Fiscal Base Price at Assummed Annual Rate of
Name Granted (#) Year (S/Sh) Expiration Date Stock Price Apprecation for Option Term
(a) (b) (c) (d) (e) 5% 10%
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Brian D. Bookmeier 125,000 30 % $1.35 May 1, 2001 $ 250,828 $ 360,705
- ----------------------------------------------------------------------------------------------------------------------------------
Alan M. Korby 125,000 30 % $1.35 May 1, 2001 $ 250,828 $ 360,705
- ----------------------------------------------------------------------------------------------------------------------------------
Edward T. Buchholz 41,667 10 % $1.35 May 1, 2001 $ 83,610 $ 120,236
- ----------------------------------------------------------------------------------------------------------------------------------
Matthew B. Gietzen 125,000 30 % $1.35 May 1, 2001 $ 230,828 $ 360,705
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
The following table sets forth information concerning the number of
unexercised options, and the value of such unexercised options, for each of the
executive officers named in the Summary Compensation Table.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercised
In Last fiscal Year and Fiscal
Year-End Option/SAR Values
- ------------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Value of Unexercised In-
Shares Value Number of Unexercised the-Money Options/SARs at Fiscal
Acquired on Realized Options/SARs at Fiscal Year-End Year-End
Name Exercise (#) ($) ($)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Exercisable/ Exercisable/
Unexercisable Unexercisable
Brian Bookmeier 125,000 0 125,000 / 0 $253,125 / 0
Alan M. Korby 125,000 0 125,000 / 0 $253,125 / 0
Edward Buchholz 41,667 0 41,677 / 0 $ 84,376 / 0
175,000 0 125,000 / 50,000 $265,625 / $106,250
Matthew Gietzen 125,000 0 125,000 / 0 $253,125 / 0
</TABLE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table identifies each person or entity known to the Company
to be the beneficial owner of more than five percent of the Company's common
stock on October 10, 1996, each director of the Company and all the directors
and officers of the Company as a group, and sets forth the number of shares of
the Company's common stock beneficially owned by each such person and such group
and the percentage of the shares of the Company's outstanding common stock owned
by each such person and such group. In all cases, the named person has sole
voting power and sole investment power of the securities.
Percentage of
Name and Address Number of Shares of Common Outstanding
of Beneficial Owner Stock Beneficially Owned(1) Common Stock Owned
- ------------------- --------------------------- ------------------
Robert M. Rubin 1,016,298 12.6 %
6060 Kings Gate Circle
Delray Beach, FL 33484 (2)
Damon D. Testaverde 311,914 3.9 %
580 Oakdale Street
Staten Island, NY 10312 (2)
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<PAGE>
Robert Moody, Jr. 600,000 7.3 %
2302 Post Office Street
Suite 601
Galvaston, TX 77550 (3)
H. T. Ardinger 1,064,600 12.6 %
9040 Governors Row
Dallas, TX 75356 (3)
Fred Kassner 1,352,310 16.5 %
59 Spring Street
Ramsey, NJ 07446 (3)
Edward T. Buchholz 201,358 2.5 %
265 Waterside Drive
Moneta, VA 24121 (4)
Alan M. Korby 625,000 7.8 %
24054 Roma Ridge
Novi, MI 48375 (5)
Brian D. Bookmeier 630,000 7.8 %
37119 Muirfield
Livonia, MI 48150 (5)
Matthew B. Gietzen 628,000 7.8 %
23307 Mystic Street
Novi, MI 48375 (5)
All officers and directors
as a group (8 persons
before Offering (2)(4)(5) 3,442,570 38.8 %
- ----------------------------
(1) As used herein, the term beneficial ownership with respect to a security is
defined by Rule 13d-3 under the Securities Exchange Act of 1934 as
consisting of sole or shared voting power (including the power to vote or
direct the vote) and/or sole or shared investment power (including the
power to dispose or direct the disposition of) with respect to the security
through any contract, arrangement, understanding, relationship or
otherwise, including a right to acquire such power(s) during the next 60
days. Unless otherwise noted, beneficial ownership consists of sole
ownership, voting and investment rights.
(2) Includes non-qualified stock options granted on July 28, 1993 to purchase
100,000 shares of common stock at $1.50 per share to Robert M. Rubin under
the Management Stock Option Plan, 100,000 shares of common stock at $1.50
per share granted to Damon Testaverde under the 1992 Employee Stock Option
Plan, and warrants issued to Robert M. Rubin and Damon Testaverde on
December 13, 1995 to purchase 100,000 shares of common stock and 50,000
shares of common stock, respectively, at $1.00 per share.
(3) For Mr. Moody includes Class A Warrants to purchase an aggregate of 300,000
shares of Company Common Stock, for Mr. Ardinger includes Class A Warrants
to purchase an aggregate of 575,550 shares of Company Common Stock and for
Mr. Kassner includes Class A Warrants to purchase an aggregate of 217,655
shares of Company Common Stock, at $3.30 per share, and warrants to
purchase the aggregate of 100,000 shares at $2.50 per share.
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(4) Includes options to purchase an aggregate of 125,000 shares of Company
Common Stock at $1.25 per share and options to purchase an aggregate of
41,667 shares of Company Common Stock at $1.35 per share. Does not include
options to purchase an aggregate of 50,000 shares of Company Common Stock
at $1.25 per share which have not as yet vested.
(5) Includes (I) 333,334 shares of Common Stock held by Mr. Korby as well as
166,666 shares of Common Stock issuable to Mr. Korby upon conversion of his
333,333 shares of Series B Preferred Stock, (ii) 338,333 shares of Common
Stock held by Mr. Bookmeier as well as 166,667 shares of Common Stock
issuable to Mr. Bookmeier upon conversion of his 333,334 shares of Series B
Preferred Stock and (iii) 336,334 shares of Common Stock held by Mr.
Gietzen as well as 166,667 shares of Common Stock issuable to Mr. Gietzen
upon conversion of his 333,333 shares of Series B Preferred Stock. Also
includes options to purchase 125,000 shares of Common Stock at $1.35 per
share, granted to each of Messrs. Korby, Bookmeier and Gietzen. 39,179 of
the shares of Common Stock issued to each of Messrs. Korby, Bookmeier and
Gietzen (117,537 shares in the aggregate), have been pledged to Barbara
Milinko to secure a $325,000 note payable to Ms. Milinko by Messrs. Korby,
Bookmeier and Gietzen.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of June 30, 1994, the Company had made advances to Edward Buchholz,
President of The Thriftee Group, in the amount of $14,929. Payments on this
receivable were made in amounts equivalent to 50% of Mr. Buchholz's sales
commissions. As of September 30, 1996 the balance of this loan due the Company
was approximately $8,300.
Under the terms of the PCS Merger Agreement, each of Messrs. Rubin,
Testaverde, Korby, Bookmeier and Gietzen has agreed to vote all of the shares of
Company Common Stock to be owned by them following the Merger for the election
of Messrs. Rubin and Testaverde, and, for so long as such person(s) shall
continue to hold not less than 73% of the percentage of the outstanding shares
of Company Common Stock issued to him upon consummation of the Merger, each of
Messrs. Korby, Bookmeier and Gietzen to the Board of Directors of Universal and
of the PCS Companies. In addition, any additional nominees to the Company's
Board of Directors must be acceptable to Messrs. Rubin and Testaverde and to a
majority of Messrs. Korby, Bookmeier and Gietzen to the extent that they meet
the share ownership criterion set forth above.
See Item 6. "Mangement's Discussion and Analysis of Financial Condition
and Results of Operations" for information concerning loans made to the Company
by certain members of Company management and by principal stockholders of the
Company.
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ITEM 13. EXHIBITS
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
3.1(a) Certificate of Incorporation of the Company. (1)
3.1(b) Certificate of Renewal of Charter of the Company. (1)
3.1(c) Certificate of Amendment of Charter of the Company. (3)
3.2 By-Laws of the Company. (3)
3.3 Certificate of Designations, Preferences and Relative,
Participating, Optional or other special rights of Series A
Redeemable Preferred Stock. (10)
3.4. Certificate of Designations, Preferences and Relative,
Participating, Optional or other special rights of Series B
Convertible Preferred Stock. (10)
4.1(a) Specimen Certificate of the Company's Common Stock. (2)
4.1(b) Specimen of Redeemable Common Stock Purchase Warrant. (5)
4.2 Form of Warrant Agent Agreement between the Company and American
Stock Transfer Company. (2)
4.3 Form of Underwriter's Warrant Agreement. (6)
4.4 1992 Employee Incentive Stock Option Plan, including form of
Incentive Stock Option Agreement. (2)
4.5 Consulting Agreement, dated April 24, 1995, by and between
Universal Self Care, Inc. and Herman Epstein. (13)
4.6 Option Agreement, dated June 8, 1995, by and between Universal
Self Care, Inc. and Herman Epstein. (13)
10.1 Lease Agreement, dated August 25, 1986, for Van Nuys, California
property, by and among SugarFree and June Biermann and Barbara
Toohey. (1)
10.2 Lease Agreement, dated September 27, 1988, for mail order and
storage facilities located in Van Nuys, California, by and among
June Biermann, Barbara Toohey and Clinishare, Inc. (1)
10.3 Employment Agreement, dated as of October 28, 1994, by and
between the Company and James Linesch. (15)
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NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
10.4 Employment Agreement, dated April 12, 1995, by and between the Company
and Alan Korby. (15)
10.5 Employment Agreement, dated April 12, 1995, by and between the Company
and Brian D. Bookmeier. (15)
10.6 Employment Agreement, dated April 12, 1995, by and between the Company
and Matthew Gietzen. (15)
10.7 Voting Agreement, dated April 12, 1995, by and among Messrs. Rubin,
Testaverde, Korby, Bookmeier and Gietzen. (15)
10.8 Management Non-Qualified Stock Option Plan. (5)
10.9 Non-Competition and Non-Disclosure Agreement, date April 12, 1995, by
and among the Company, USC-Michigan, Inc. and Messrs. korby, Bookmeier
and Gietzen. (15)
10.10 Lease Agreement, dated May 26, 1993, for the Houston, Texas property,
by and between Eric A. Orzeck and SugarFree. (7)
10.11 Assignment and Assumption of Lease Agreement, dated May 26, 1993, for
the San Antonio, Texas property, by and among Kaiser-Francis Oil
Company, Inc., Diabetes Supplies of Texas, Inc. and SugarFree,
including underlying lease agreement. (7)
10.12 Sublease Agreement, dated as of May 1, 1993, for the Santee,
California property, by and between Price-Rite Pharmacy, Inc. and
SugarFree, including underlying lease agreement. (7)
10.13 Agreement and Plan of Merger, dated December 4, 1992, by and among the
Company, Fieldcor, Inc., Medical Accounting Specialists, Inc.,
Diabetic Depot of America, Inc., and Kenneth F. Payne, Jr. and Clayton
R. Wisely. (8)
10.14 Stock Purchase Agreement, dated as of January 31, 1994, by and between
the Company and Kenneth F. Payne, Jr. and Clayton R. Wisely. (8)
10.15 Letter agreement, dated January 31, 1994, between the Company and
Kenneth F. Payne, Jr. and Clayton R. Wisely, restructuring certain
proposed stock purchases as asset purchases. (8)
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NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
10.16 Non-Competition and Non-Disclosure Agreement, dated February 8, 1994,
by and between The Thriftee Group and Edward T. Buchholz, Kenneth F.
Payne, Jr. and Clayton R. Wisely. (8)
10.17 Distribution Agreement, dated February 8, 1994, by and between the
Company and The Thriftee Group Wholesale Pharmacy, Inc. (8)
10.18 Supplemental indemnification agreement, dated February 8, 1994,
between the Company and Kenneth F. Payne, Jr. and Clayton R. Wisely.
(8)
10.19 Employment Agreement, dated February 8, 1994, between the Company and
Edward T. Buchholz. (8)
10.20 Stock Option Agreement, dated as of February 8, 1994, by and between
the Company and Edward T. Buchholz. (8)
10.21 Loan Agreement, dated as of February 8, 1994, by and among The
Thriftee Group and Crestar Bank. (8)
10.22 Unconditional Guaranty, dated February 8, 1994, made by the Company in
favor of Crestar Bank. (8)
10.23 Assignment, Assumption and Non-Competition Agreement, dated June 30,
1994, by and between The Thriftee Group Wholesale Pharmacy, Inc. and
Fieldcor, Inc. (9)
10.24 Loan Agreement, dated as of December 10, 1994, by and among Thriftee
Group and Crestar Bank. (11)
10.25 Amended and Restated Plan and Agreement of Merger, by and between the
Company, PCS Management, Inc., PCS, Inc.-West, Universal Self Care,
Inc., USC-Michigan, Inc. ("USCM"), Alan Korby, Brian Bookmeier, and
Matthew B. Gietzen, including all Exhibits (schedules omitted).(12)
10.26 First Amendment to the Amended and Restated Agreement and Plan of
Merger.(12)
10.27 Loan Agreement, dated April 28, 1995, by and among Fred Kassner
("Lender"), the Company, USCM and PCS., Inc. - West (all Schedules
omitted). (15)
10.28 Security Agreement, dated April 28, 1995, by and among Lender, the
Company, USCM and PCS, Inc. - West. (15)
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NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
10.29 Credit Facility Promissory Note, dated April 28, 1995, made by the
Company, USCM and PCS, Inc. - West. (15)
10.30 Warrant Agreement, dated April 28, 1995, by and between the Company
and Lender. (15)
10.31 Registration Rights Agreement, dated April 28, 1995, by and between
the Company and Lender. (15)
10.32 Loan Agreement, dated July 14, 1995, by and among Fred Kassner
("Lender"), the Company, USCM and PCS., Inc. - West (all Schedules
omitted). (14)
10.33 Security Agreement, dated July 14, 1995, by and among Lender, the
Company, USCM and PCS, Inc. - West. (14)
10.34 Credit Facility Promissory Note, dated July 14, 1995, made by the
Company, USCM and PCS, Inc. - West. (14)
10.35 Warrant Agreement, dated July 14, 1995, by and between the Company and
Lender. (14)
10.36 Registration Rights Agreement, dated July 14, 1995, by and between the
Company and Lender. (14)
10.37 Lease Agreement, dated October 30, 1995, for the Thirlane Road,
Roanoke, Virginia property, by and between Abmar Valley Court, I.P.
and Diabetes Self Care. (16)
10.38 Healthcare Receivables Purchase Agreement, dated as of January 17,
1996, by and between the Company, the Providers and Daiwa Healthco-1,
Inc. ("Daiwa"). (17)
10.39 Letter agreement dated January 17, 1996 by and among the Company,
certain of the Providers and Fred Kassner. (17)
10.40 Amendment to Loan Agreement dated as of January 17, 1996 by and among
the Company, the providers and Fred Kassner. (17)
10.41 Stock Pledge Agreement dated January 17, 1996 by and between the
Company, USC-Michigan, Inc. (one of the Providers) and Fred Kassner.
(17)
10.42 Loan and Security Agreement, dated as of August 15, 1996, by and
among the Company and Health Partners Funding, L.P. (18)
10.43 Letter agreement dated August 15, 1996, addressed to Health Partners
Funding, L.P., and executed by Fred Kassner (18)
10.44 Letter agreement dated August 29, 1996 by and between the Company
and Fred Kassner, in respect of certain events of default and the
issuance of certain common stock purchase warrants (18)
10.45 Employment Agreement, dated March 10, 1996, by and between Diabetes
Self Care, Inc. and Tod Robinson.
__________________
1. Incorporated by reference, filed as an exhibit to the Registrant's
Registration Statement on Form S-1 filed on August 3, 1992, SEC File No.
33-50426.
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2. Incorporated by reference, filed as an exhibit to Amendment No. 1 to the
Registrant's Registration Statement on Form S-1 filed on October 13, 1992.
3. Incorporated by reference, filed as an exhibit to Amendment No. 2 to the
Registrant's Registration Statement on Form S-1 filed on November 10, 1992.
4. Incorporated by reference, filed as an exhibit to Amendment No. 3 to the
Registrant's Registration Statement on Form S-1 filed on November 13, 1992.
5. Incorporated by reference, filed as an exhibit to Amendment No. 4 to the
Registrant's Registration Statement on Form S-1 filed on December 4, 1992.
6. Incorporated by reference, filed as an exhibit to Amendment No. 5 to the
Registrant's Registration Statement on Form S-1 filed on December 8, 1992.
7. Incorporated by reference, filed as an Exhibit to the Company's Annual
Report on Form 10-KSB, filed on September 27, 1994.
8. Incorporated by reference, filed as an Exhibit to the Company's Report on
Form 8-K, filed on February 23, 1994.
9. Incorporated by reference, filed as an Exhibit to the Company's Annual
Report on Form 10-KSB, filed on October 13, 1994.
10. Incorporated by reference, filed as an Exhibit to the Company's Current
Report on Form 8-K, filed on December 2, 1994.
11. Incorporated by reference, filed as an Exhibit to the Company's Quarterly
Report on Form 10-KSB, filed on February 15, 1995.
12. Incorporated by reference, filed as an Exhibit to the Company's Current
Report on Form 8-K, filed on April 19, 1995.
13. Incorporated by reference, filed as an Exhibit to the Company's
Registration Statement on Form S-8, filed on June 12, 1995.
14. Incorporated by reference, filed as an Exhibit to the Company's Current
Report on Form 8-K, filed on July 26, 1995.
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15. Incorporated by reference, filed as an exhibit to the Registrant's
Registration Statement on Form SB-2, filed on July 31, 1995, SEC File No.
33-95222.
16. Incorporated by reference, filed as an exhibit to the Registrant's
Registration Statement on Form SB-2 filed on July 31, 1995, SEC File No.
33-95222.
17. Incorporated by reference, filed as an Exhibit to the Company's Current
Report on Form 8-K, filed on January 30, 1996.
18. Incorporated by reference, filed as an Exhibit to the Company's Report
on Form 8-K, filed on September 10, 1996.
19. Incorporated by reference, filed as an exhibit to Amendment No. 2 to the
Registrant's Registration Statement on Form SB-2 filed on
February 20, 1996, SEC File No. 33-95222.
(The remainder of this page has been intentionally left blank)
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: October 11, 1996 UNIVERSAL SELF CARE, INC.
By: /s/ BRIAN BOOKMEIER
-----------------------------------------
Brian Bookmeier, President
In accordance with the Securities Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated
Signatures Title Date
---------- ----- ----
ROBERT M. RUBIN
_____________________________ Chairman of the October 15, 1996
Robert M. Rubin Board and Director
BRIAN BOOKMEIER
_____________________________ President October 15, 1996
Brian Bookmeier
_____________________________ Director October ____, 1996
Alan Korby
MATTHEW GIETZEN
_____________________________ Director October 15, 1996
Matthew Gietzen
DAMON TESTAVERDE
_____________________________ Director October 15, 1996
Damon Testaverde
EDWARD BUCHHOLZ
_____________________________ Director October 15, 1996
Edward Buchholz
RICHARD HOUGH
_____________________________ Chief Financial and October 15, 1996
Richard Hough Accounting Officer
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Exhibit
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this "Agreement"), entered into as of this 10th day
of March, 1996, by and between DIABETES SELF CARE, INC., a Virginia corporation
having its principal offices at 3601 Thirlane Road, N.W., Suite 4, Roanoke,
Virginia 24019 (the "Company"), and TOD ROBINSON, an individual residing at
12744 Via Nieve, San Diego, California 92130 (the "Employee");
W I T N E S S E T H :
WHEREAS, the Employee has extensive experience relating the development,
marketing and promotion of diabetic and other home care therapy products; and
WHEREAS, to promote the ongoing business of the Company, the Company
desires to assure itself of the right to the Employee's services from and after
the date hereof, on the terms and conditions of this Agreement; and
WHEREAS, the Employee is willing and able to render his services to the
Company from and after the date hereof, on the terms and conditions of this
Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereby agree as follows:
1. Nature of Employment.
(a) Subject to the terms and conditions of this Agreement, the
Company shall, throughout the term of this Agreement, retain the Employee, and
the Employee shall render services to the Company, in the capacity and with the
title of National Vice President - Sales. In such capacity, the Employee shall
have and exercise responsibility for overseeing and actively participating in
the Company's marketing and sales efforts throughout the United States, together
with such other similar or related duties as may be assigned to the Employee
from time to time by the Board of Directors of the Company (the "Board").
Notwithstanding the assignment of certain duties by the Board, the Employee
shall, on a day-to-day basis, report and be accountable directly to the
Executive Vice President - Sales of the Company's parent corporation, Universal
Self Care, Inc. ("USCI").
(b) Throughout the period of his employment hereunder, the Employee
shall: (i) devote his full business time, attention, knowledge and skills,
faithfully, diligently and to the best of his ability, to the active performance
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of his duties and responsibilities hereunder on behalf of the Company; (ii)
observe and carry out such reasonable rules, regulations, policies, directions
and restrictions as may be established from time to time by the Board, including
but not limited to the standard policies and procedures of the Company as in
effect from time to time; and (iii) do such traveling as may reasonably be
required in connection with the performance of such duties and responsibilities.
(c) It is expected that, subject to the foregoing reasonable travel
requirements, the Employee will perform his services hereunder primarily from
his home office in San Diego, California.
2. Term of Employment.
(a) Subject to prior termination in accordance with paragraph 2(b)
below, the term of this Agreement and the Employee's employment hereunder shall
commence on the date hereof and shall continue through March 10, 1998, and shall
thereafter automatically renew for additional terms of one (1) year each unless
either party gives written notice of termination to the other party not less
than ninety (90) days prior to the end of any term (in which event this
Agreement shall terminate effective as of the close of such term).
(b) This Agreement may be terminated:
(i) upon mutual written agreement of the Company and the
Employee;
(ii) at the option of the Employee, upon fourteen (14) days'
prior written notice to the Company, in the event that the Company shall (A)
fail to make any payment to the Employee required to be made under the terms of
this Agreement within thirty (30) days after payment is due, or (B) fail to
perform any other material covenant or agreement to be performed by it hereunder
or take any action prohibited by this Agreement, and fail to cure or remedy same
within thirty (30) days after written notice thereof to the Company;
(iii) at the option of the Company, upon written notice to the
Employee, "for cause" (as hereinafter defined);
(iv) at the option of the Company in the event of the "permanent
disability" (as hereinafter defined) of the Employee; or
(v) upon the death of the Employee.
(c) As used herein, the term "for cause" shall mean and be limited
to: (i) any willful and material breach of this Agreement (including, without
2
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limitation, the covenants contained in paragraph 5 below) by the Employee which
in any case is not fully corrected within thirty (30) days after written notice
of same from the Company to the Employee; (ii) gross neglect by the Employee of
his duties and responsibilities hereunder; (iii) any fraud, criminal misconduct,
breach of fiduciary duty, dishonesty, or gross and willful misconduct by the
Employee in connection with the performance of his duties and responsibilities
hereunder; (iv) the Employee being under the influence of alcohol or drugs
during business hours or while on call, or being habitually drunk or addicted to
drugs; (v) the commission by the Employee of any crime of moral turpitude, or
any other action by the Employee which materially impairs or damages the
reputation of the Company; or (vi) habitual breach by the Employee of any of the
material provisions of this Agreement (regardless of any prior cure thereof).
(d) As used herein, the term "permanent disability" shall mean, and
be limited to, any physical or mental illness, disability or impairment that
prevents the Employee from continuing the performance of his normal duties and
responsibilities hereunder for a period in excess of six (6) consecutive months.
For purposes of determining whether a "permanent disability" has occurred under
this Agreement, the written determination thereof by two (2) qualified
practicing physicians selected and paid for by the Company (and reasonably
acceptable to the Employee) shall be conclusive.
(e) Upon any termination of this Agreement as hereinabove provided,
the Employee (or his estate or legal representatives, as the case may be) shall
be entitled to receive any and all unpaid Base Salary, Performance Bonus,
Commissions and Profit Participation (as such terms are hereinafter defined)
appropriately prorated to and as of the effective date of termination (based on
the number of days elapsed prior to the date of termination), and any other
amounts then due and payable to the Employee hereunder. All such payments shall
be made on the next applicable payment date therefor (as provided in paragraph 3
below) following the effective date of termination.
3. Compensation and Benefits.
(a) Base Salary. As compensation for his services to be rendered
hereunder, the Company shall pay to the Employee a base salary at the rate of
Ninety-Five Thousand ($95,000) Dollars per annum (the "Base Salary"), payable in
periodic installments in accordance with the standard payroll practices of the
Company in effect from time to time.
(b) Performance Bonus and Commission. Throughout the period of the
Employee's employment hereunder, the Employee shall establish, on a monthly
basis, referral and performance targets which shall be subject to review and
3
<PAGE>
final approval by the Executive Vice President - Sales of USCI. The Company
shall pay to the Employee, within fifteen (15) days after the close of each
calendar month, (i) the sum of (A) $500 in the event that the Employee shall
achieve 80% or more, but less than 90%, of the approved referral goal for the
calendar month then ended, (B) $700 if the Employee shall achieve 90% or more,
but less than 100%, of such approved referral goal, or (C) $1,000 if the
Employee shall achieve 100% or more of such approved referral goal (in each
instance, the "Performance Bonus"), and (ii) a commission of $1,000 for each
fully executed managed care contract covering more than 10,000 lives which is
originated by the Employee for the Company during the calendar month then ended
("Commissions"). The parties hereby confirm their intention to develop a
comprehensive program for commissions on managed care contracts, which, subject
to and upon final approval by the Employee and the Executive Vice President -
Sales of USCI, will supersede and replace the Commission terms of the foregoing
clause (ii).
(c) Profit Participation. In addition to the other compensation
herein provided, the Company shall pay to the Employee, within sixty (60) days
after the close of each fiscal year of the Company during which the Employee
shall be employed hereunder (appropriately prorated for partial years of
employment hereunder), an amount (the "Profit Participation") equal to (i)
one-half of one (0.5%) percent of the net after-tax profits of the Company for
the fiscal year then ended, calculated in accordance with generally accepted
accounting principals consistently applied ("After-Tax Profits"), plus (ii) if
the After-Tax Profits exceed $500,000 for such fiscal year, the additional sum
of $10,000. Regardless of whether any Profit Participation shall be payable
hereunder in respect of any fiscal year, the Company shall provide to the
Employee, within sixty (60) days after the close of each applicable fiscal year,
a written statement setting forth the calculation of the Company's net after-tax
profits for the subject fiscal year, and the calculation of the amount of the
Profit Participation, if any, payable in respect thereof. Any and all Profit
Participation shall not be charged as an expense of the Company for the fiscal
year to which such Profit Participation relates, but may be charged as an
expense of the Company in the year in which such Profit Participation is paid to
the Employee.
(d) Discretionary Bonus. The Company may, from time to time, in its
sole and absolute discretion, pay to the Employee, as a special incentive,
bonuses of up to $10,000 per annum based on the Employee's extraordinary efforts
and/or the Company's favorable results of operations. Any such bonus(es) shall
be in the sole and absolute discretion of the Company.
(e) Automobile Allowance. Throughout the period of the Employee's
employment hereunder, the Company shall pay to the Employee, on a monthly basis,
a non-accountable automobile allowance in the amount of $500 per month, plus
4
<PAGE>
reimbursement at the rate of $.29 per mile for all mileage incurred by the
Employee on Company business and properly vouchered per Company policy. It is
intended that the Employee utilize such automobile allowance for the financing
or leasing of an automobile, and expenses related to the operation and
maintenance thereof, but (i) the Employee shall not be required to account to
the Company for the specific expenditure of such automobile allowance, and (ii)
the Employee shall be solely responsible for the reporting of any and all income
and the payment of any and all taxes which may be attributable to such
automobile allowance.
(f) Split-Dollar Life Insurance. The Company shall further provide
to the Employee, throughout the period of his employment hereunder, a
split-dollar life insurance policy providing a death benefit of $500,000 to such
beneficiaries as may be designated by the Employee from time to time. The
Employee may at any time elect to discontinue such coverage in his sole and
absolute discretion.
(g) Stock Options. Simultaneous with the execution and delivery of
this Agreement, the Company is causing USCI to issue to the Employee a stock
option whereby the Employee may, subject to the terms and conditions of the
stock option agreement, purchase up to 30,000 restricted shares of common stock
of USCI at an exercise price of $1.50 per share (subject to adjustment as
provided in such stock option agreement).
(h) Fringe Benefits. The Company shall also make available to the
Employee, throughout the period of his employment hereunder, such benefits and
perquisites as are generally provided by the Company to its employees, including
but not limited to eligibility for participation in any group life, health,
dental, disability or accident insurance, pension plan, profit-sharing plan, or
other such benefit plan or policy which may presently be in effect or which may
hereafter be adopted by the Company for the benefit of its employees generally;
provided, however, that nothing herein contained shall be deemed to require the
Company to adopt or maintain any particular plan or policy. Participation in
such benefit plans shall be subject to standard waiting periods following the
commencement of full-time employment, as currently provided in such plans.
(i) Expenses. Throughout the period of the Employee's employment
hereunder, the Company shall also reimburse the Employee, upon presentment by
the Employee to the Company of appropriate receipts and vouchers therefor, for
any reasonable out-of-pocket business expenses incurred by the Employee in
connection with the performance of his duties and responsibilities hereunder;
provided, however, that no reimbursement shall be required to be made for any
expense which is not properly deductible (in whole or in part) by the Company
for income tax purposes, or for any expense item which has not previously been
5
<PAGE>
approved in accordance with the Company's standard policies and procedures in
effect from time to time.
4. Vacation, etc.
(a) Commencing ninety (90) days after the Employee begins full-time
employment with the Company, the Employee shall be entitled to take, from time
to time, normal and reasonable vacations with pay, consistent with the Company's
standard policies and procedures in effect from time to time, at such times as
shall be mutually convenient to the Employee and the Company, and so as not to
interfere unduly with the conduct of the business of the Company.
(b) Commencing ninety (90) days after the Employee begins full-time
employment with the Company, the Employee shall further be entitled to paid
holidays, personal days and sick days in accordance with the Company's standard
policies and procedures in effect from time to time.
5. Restrictive Covenants.
(a) The Employee hereby acknowledges and agrees that (i) the business
contacts, customers, suppliers, technology, know-how, trade secrets, marketing
techniques, promotional methods and other aspects of the business of the Company
have been and are of value to the Company, and have provided and will hereafter
provide the Company with substantial competitive advantage in the operation of
its business, and (ii) he has and will continue to have detailed knowledge and
possesses and will possess confidential information concerning the business and
operations of the Company. The Employee hereby further acknowledges that his
business skills are not uniquely suited to businesses of the type conducted by
the Company, and that, if required, he could readily adapt and utilize such
skills in one or more other types of businesses.
(b) The Employee shall not, directly or indirectly, for himself or
through or on behalf of any other person or entity:
(i) at any time, divulge, transmit or otherwise disclose or
cause to be divulged, transmitted or otherwise disclosed, any business contacts,
client or customer lists, technology, know-how, trade secrets, marketing
techniques, contracts or other confidential or proprietary information of the
Company of whatever nature, whether now existing or hereafter created or
developed (provided, however, that for purposes hereof, information shall not be
considered to be confidential or proprietary if (A) it is a matter of common
knowledge or public record, (B) it is generally known in the industry, or (C)
the Employee can demonstrate that such information was already known to the
6
<PAGE>
recipient thereof other than by reason of any breach of any obligation under
this Agreement or any other confidentiality or non-disclosure agreement); and/or
(ii) at any time during the period from the date hereof through
and including the date of the termination of the Employee's employment with the
Company, and for an additional period of one (1) year thereafter in the event
that such termination is "for cause" (collectively, the "Restrictive Period"),
invest, carry on, engage or become involved, either as an employee, agent,
advisor, officer, director, stockholder (excluding ownership of not more than 3%
of the outstanding shares of a publicly held corporation if such ownership does
not involve managerial or operational responsibility), manager, partner, joint
venturer, participant or consultant, in any business enterprise (other than USCI
or its subsidiaries, affiliates, successors or assigns) which derives any
material revenues from the offer or sale in the United States, at wholesale or
retail, of any home diabetic care products or other goods or services offered or
sold by USCI or its subsidiaries, affiliates, successors or assigns from time to
time during the Restrictive Period, or which engages in any other business
similar to or competitive with the business of USCI or its subsidiaries,
affiliates, successors or assigns (as such business is constituted at the time
that the Employee proposes to become involved in such other business
enterprise); provided, however, that the Employee's activities on behalf of
Nationwide Diabetes Supply Company, as, to the extent and in the manner
described in Exhibit A annexed hereto (which Exhibit A has been prepared by the
Employee) shall not be deemed a violation of this paragraph 5(b)(ii) so long as
there is no violation of paragraph 5(b)(i) above in connection therewith, or a
violation of paragraph 1(b)(i) above so long as there is no material
interference with the Employee's performance of his duties and responsibilities
to the Company by reason thereof.
(c) The Employee and the Company hereby acknowledge and agree that,
in the event of any breach by the Employee, directly or indirectly, of the
foregoing restrictive covenants, it will be difficult to ascertain the precise
amount of damages that may be suffered by the Company by reason of such breach;
and accordingly, the parties hereby agree that, as liquidated damages (and not
as a penalty) in respect of any such breach, the breaching party or parties
shall be required to pay to the Company, on demand from time to time, cash
amounts equal to any and all gross revenues derived by the breaching party or
parties, directly or indirectly, from any and all violative acts or activities.
The parties hereby agree that the foregoing constitutes a fair and reasonable
estimate of the actual damages that might be suffered by reason of any breach of
this paragraph 5 by the Employee, and the parties hereby agree to such
liquidated damages in lieu of any and all other measures of damages that might
be asserted in respect of any subject breach.
7
<PAGE>
(d) The Employee and the Company hereby further acknowledge and agree
that any breach by the Employee, directly or indirectly, of the foregoing
restrictive covenants will cause the Company irreparable injury for which there
is no adequate remedy at law. Accordingly, the Employee expressly agrees that,
in the event of any such breach or any threatened breach hereunder by the
Employee, directly or indirectly, the Company shall be entitled, in addition to
any and all other remedies available (including but not limited to the
liquidated damages provided for in paragraph 5(c) above), to seek and obtain
injunctive and/or other equitable relief to require specific performance of or
prevent, restrain and/or enjoin a breach under the provisions of this paragraph
5.
(e) In the event of any dispute under or arising out of this
paragraph 5, the prevailing party in such dispute shall be entitled to recover
from the non-prevailing party or parties, in addition to any damages and/or
other relief that may be awarded, its reasonable costs and expenses (including
reasonable attorneys' fees) incurred in connection with prosecuting or defending
the subject dispute.
6. Non-Assignability.
In light of the unique personal services to be performed by the
Employee hereunder, it is acknowledged and agreed that any purported or
attempted assignment or transfer by the Employee of this Agreement or any of his
duties, responsibilities or obligations hereunder shall be void.
7. Notices.
Any notices, requests, demands or other communications required or
permitted under this Agreement shall be in writing and shall be deemed to have
been given when delivered personally or three (3) days after being mailed by
certified mail, return receipt requested, addressed to the party being notified
at the address of such party first set forth above, or at such other address as
such party may hereafter have designated by notice; provided, however, that any
notice of change of address shall not be effective until its receipt by the
party to be charged therewith. Copies of any notices or other communications to
the Company shall simultaneously be sent by first class mail to Diabetes Self
Care, 11585 Farmington Road, Livonia, Michigan 48150, Attn: Mr. Brian Bookmeier.
8. General.
(a) Neither this Agreement nor any of the terms or conditions hereof
may be waived, amended or modified except by means of a written instrument duly
executed by the party to be charged therewith. Any waiver or amendment shall
only be applicable in the specific instance, and shall not constitute or be
construed as a waiver or amendment in any other or subsequent instance. No
8
<PAGE>
failure or delay on the part of either party in respect of any enforcement of
obligations hereunder shall in any manner affect such party's right to seek or
effect enforcement at any other time or in respect of any other required
performance.
(b) Neither this Agreement nor any rights or obligations hereunder
may be assigned by either party without the express prior written consent of the
other party.
(c) The captions and paragraph headings used in this Agreement are
for convenience of reference only, and shall not affect the construction or
interpretation of this Agreement or any of the provisions hereof.
(d) This Agreement, and all matters or disputes relating to the
validity, construction, performance or enforcement hereof, shall be governed,
construed and controlled by and under the laws of the State of California.
(e) This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors and permitted assigns.
(f) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original hereof, but all of which
together shall constitute one and the same instrument.
(g) Except for any legal or judicial proceeding which may be brought
for injunctive and/or any other equitable relief as contemplated by paragraph
5(d) above, any dispute involving the interpretation or application of this
Agreement shall be resolved by final and binding arbitration before one or more
arbitrators designated by the American Arbitration Association in Livonia,
Michigan. The award of such arbitrator(s) may be enforced in any court of
competent jurisdiction. The prevailing party in any action or proceeding
hereunder shall be entitled to an award for its costs and reasonable attorneys'
fees in connection with such action or proceeding, and the arbitrator(s) in any
arbitration hereunder shall be empowered and directed to make such an award in
his, her or their discretion.
(h) This Agreement constitutes the sole and entire agreement and
understanding between the parties hereto as to the subject matter hereof, and
supersedes all prior discussions, agreements and understandings of every kind
and nature between them as to such subject matter.
(i) This Agreement is intended for the sole and exclusive benefit of
the parties hereto and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns, and no other person
9
<PAGE>
or entity shall have any right to rely on this Agreement or to claim or derive
any benefit herefrom absent the express written consent of the party to be
charged with such reliance or benefit.
(j) If any provision of this Agreement is held invalid or
unenforceable, either in its entirety or by virtue of its scope or application
to given circumstances, such provision shall thereupon be deemed modified only
to the extent necessary to render same valid, or not applicable to given
circumstances, or excised from this Agreement, as the situation may require; and
this Agreement shall be construed and enforced as if such provision had been
included herein as so modified in scope or application, or had not been included
herein, as the case may be.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and
as of the date first set forth above.
DIABETES SELF CARE, INC.
By:_____________________________
________________________________
TOD ROBINSON
10
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<PAGE>
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<PERIOD-START> JUL-01-1995
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2,246,209
505,000
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