VISTA INFORMATION SOLUTIONS INC
10-Q, 1997-08-14
BUSINESS SERVICES, NEC
Previous: BANYAN SYSTEMS INC, 10-Q, 1997-08-14
Next: D & K WHOLESALE DRUG INC/DE/, 10-Q, 1997-08-14



<PAGE>

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                         -----------------------

                               FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

                                   or

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

         FOR THE TRANSITION PERIOD FROM ___________ TO ____________.

                      COMMISSION FILE NO. 0-20312
                       -------------------------

                      VISTA INFORMATION SOLUTIONS, INC.
       (Exact name of small business issuer as specified in its charter)

           MINNESOTA                            41-1293754
(State or other jurisdiction of                (I.R.S. Employer
Incorporation or organization)                 Identification No.)


5060 SHOREHAM PLACE, #300, SAN DIEGO, CA              92122
(Address of principal executive office)            (Zip Code)

                           (619) 450-6100
              (Issuer's telephone number, including area code)


- ----------------------------------------------------------------------------
          (Former name, former address, and former fiscal year, 
                   if changed since last report.)

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

The number of shares of the Issuer's Common Stock, $.01 par value, outstanding
on July 22, 1997 was 14,913,671.

Transitional Small Business Format (check one) YES     NO X
                                                  ----   -----


<PAGE>

                                        INDEX
                                           
                                           
PART I   FINANCIAL INFORMATION                                            PAGE
                                                                          ----

ITEM 1.  FINANCIAL STATEMENTS

         CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS           3
         AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED)              

         CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 1997 (UNAUDITED)        4,5
         AND DECEMBER 31, 1996                                              

         CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS           6
         ENDED JUNE 30, 1997 AND 1996 (UNAUDITED)                             

         NOTES TO FINANCIAL STATEMENTS (UNAUDITED)                            7

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS      8-11
         AND FINANCIAL CONDITION                                            

PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.                                                   12

ITEM 2.  CHANGES IN SECURITIES.                                               12

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.                                     12

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                 12

ITEM 5.  OTHER INFORMATION.                                                   12

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.                                    12

SIGNATURES                                                                    13

EXHIBIT INDEX                                                                 14

                                         2
<PAGE>

                            PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                            VISTA INFORMATION SOLUTIONS, INC.

                          CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED             SIX MONTHS ENDED
                                                         JUNE 30,                      JUNE 30,
                                                     1997          1996          1997            1996
                                                -----------     ----------     ----------     ----------
<S>                                             <C>             <C>            <C>            <C>
REVENUES                                         $2,626,267     $2,122,478     $4,562,220     $4,289,987

COST OF REVENUES                                    567,358        477,259      1,172,563      1,048,064
                                                -----------     ----------     ----------     ----------
         GROSS MARGIN                             2,058,909      1,645,219      3,389,657      3,241,923

OPERATING EXPENSES
    Sales and general and administrative          1,442,752      1,767,429      2,812,621      3,343,055
    Research and development                        215,306        128,561        433,403        322,509
    Depreciation and amortization                 1,196,299      1,114,638      2,373,355      2,226,902
                                                -----------     ----------     ----------     ----------
         OPERATING LOSS                            (795,448)    (1,365,409)    (2,229,722)    (2,650,543)
                                                -----------     ----------     ----------     ----------
    Interest  income (expense):                    (285,530)      (147,211)      (575,785)      (264,406)
    Other income (expense):                          (1,138)         4,967        (10,815)         2,850
                                                -----------     ----------     ----------     ----------
NET LOSS                                        ($1,082,116)   ($1,507,653)    (2,816,322)    (2,912,099)
                                                -----------     ----------     ----------     ----------
                                                -----------     ----------     ----------     ----------
NET LOSS PER SHARE                                   ($0.09)        ($0.14)        ($0.23)        ($0.26)
                                                -----------     ----------     ----------     ----------
                                                -----------     ----------     ----------     ----------
WEIGHTED AVERAGE COMMON                                    
    SHARES OUTSTANDING                           12,692,806     11,097,640     12,513,878     11,061,045
                                                -----------     ----------     ----------     ----------
                                                -----------     ----------     ----------     ----------
</TABLE>

See Notes to Financial Statements                          

                                           3
<PAGE>

                            VISTA INFORMATION SOLUTIONS, INC.
                              CONSOLIDATED BALANCE SHEETS

                                                      JUNE 30   DECEMBER 31
ASSETS                                                 1997        1996
- ----------------------------------------------------------------------------
CURRENT ASSETS:
    Cash and cash equivalents                    $    3,212    $   56,277 
    Trade accounts receivable, less allowance
    for doubtful accounts of  
    $247,380 and $238,156 respectively            1,629,001     1,211,933 
    Prepaid expenses & other assets                 487,251       326,994 
                                                 ----------    ----------
         TOTAL CURRENT ASSETS                     2,119,464     1,595,204 


EQUIPMENT, FURNITURE AND SOFTWARE, AT COST 
    Equipment and furniture                      $3,320,460     2,906,056 
    Purchased software                              316,458       264,575 
                                                 ----------    ----------
                                                  3,636,518     3,170,631 
    Less accumulated depreciation and 
    amortization                                 (2,534,404)   (2,160,506)
                                                 ----------    ----------
         NET EQUIPMENT, FURNITURE AND SOFTWARE    1,102,114     1,010,125 

ACQUIRED TECHNOLOGY AND ENVIRONMENTAL DATABASES
    less accumulated amortization of 
    $8,330,573 and $7,330,904 respectively        2,665,783     4,665,120 
DEPOSITS                                             52,597        30,793 

                                                 ----------    ----------
                                                 $5,939,958    $7,301,242 
                                                 ----------    ----------
                                                 ----------    ----------

See Notes to Financial Statements

                                           4

<PAGE>

                             VISTA INFORMATION SOLUTIONS, INC.
                               CONSOLIDATED BALANCE SHEETS

                                                    JUNE 30    DECEMBER 31
LIABILITIES AND STOCKHOLDERS' EQUITY                  1997           1996
- ----------------------------------------------------------------------------
CURRENT LIABILITIES:
    Note payable to bank                               938,374       601,316 
    Current maturities of long-term obligations      1,791,115       945,882 
    Trade accounts payable                           1,170,624       979,949 
    Accrued development costs                          487,500       487,500 
    Accrued compensation and employee benefits         129,515       182,139 
    Accrued interest                                   404,267       404,700 
    Deferred revenue                                    89,772       122,000 
    Other current liabilities                          106,582       117,310 
                                                   -----------    ----------
         TOTAL CURRENT LIABILITIES                   5,117,749     3,840,796 
 

LONG-TERM OBLIGATIONS, LESS CURRENT MATURITIES       2,416,486     2,948,640 
                                                   -----------    ----------
         TOTAL LIABILITIES                           7,534,235     6,789,436 

STOCKHOLDERS' EQUITY 
    Preferred stock, Series B convertible, 
         par value $.01; liquidation value 
         $3,000,000, authorized 200,000 shares; 
         200,000 shares issued and outstanding           2,000         2,000 
    Preferred stock, Series C convertible, 
         par value $.01; liquidation value 
         $10,802,185, authorized 670,000 shares; 
         643,935 shares issued and outstanding           5,893         5,893 
    Preferred stock, Series D convertible, par 
         value $.01; liquidation value $2,499,982,
         authorized 240,000 shares; 187,134 shares
         issued and outstanding                          1,871         1,871 
    Common stock, par value $.01; authorized 
         43,890,000 shares, issued and outstanding            
         13,637,685 and 12,285,651 
         shares, respectively                          136,381       122,857 
    Additional paid-in capital                      28,765,275    28,068,560 
    Accumulated deficit                            (30,505,697)  (27,689,375)
                                                   -----------    ----------
         TOTAL STOCKHOLDERS' EQUITY                 (1,594,277)      511,806 
                                                   -----------    ----------
                                                    $5,939,958    $7,301,242 
                                                   -----------    ----------
                                                   -----------    ----------
See Notes to Financial Statements

                                        5

<PAGE>

                             VISTA INFORMATION SOLUTIONS, INC.
                             CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                           SIX MONTHS ENDED
                                                        ----------------------
                                                        JUNE 30        JUNE 30
                                                          1997           1996
- ------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                           ($2,816,322)   ($2,912,099)
Adjustments to reconcile net loss to net                      
 cash used in operating activities:                           
  Depreciation and amortization                      2,373,235      2,379,281
  Other
  Amortization of SIRROM warrant value                  64,800
  Changes in current assets and liabilities                   
   (Increase) decrease in:                                    
     Accounts receivable - trade                      (417,068)       255,342
     Prepaid expenses & other assets                  (160,257)      (232,162)
   Increase (decrease) in:                                    
     Trade accounts payable                            190,675       (459,678)
     Accrued compensation and employee benefits        (52,624)      (185,439)
     Accrued interest                                     (433) 
     Deferred revenue                                  (32,228) 
     Other current liabilities                         (10,728)      (120,782)
                                                    -----------    ----------
    NET CASH USED IN OPERATING ACTIVITIES             (860,950)    (1,275,537)
                                                    -----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:                         
  Purchases of equipment and software                 (465,887)      (360,299)
  Additions to capitalized software development costs        0 
  Decrease in other assets                             (21,804)
                                                    -----------    ----------
    NET CASH USED IN INVESTING ACTIVITIES             (487,691)      (360,299)
                                                    -----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term obligations                   (227,682)     2,283,893
  Proceeds from long-term obligations                1,021,862 
  Payments on retirement of debentures                (545,901)              
  Net proceeds from note payable to bank               337,058     (1,111,790)
  Net proceeds from ISO note payable                                  375,000
  Proceeds from issuance of common stock               710,239         78,334
                                                    -----------    ----------
    NET CASH PROVIDED BY FINANCING ACTIVITIES        1,295,576      1,625,437
                                                    -----------    ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS       (53,065)       (10,399)
  Cash and cash equivalents at beginning of period      56,277         21,027
                                                    -----------    ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD              $3,212        $10,628
                                                    -----------    ----------
                                                    -----------    ----------


                                        6

<PAGE>

                          VISTA Information Solutions, Inc.
                                           
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE
                           THREE MONTHS ENDED JUNE 30, 1997
                                     (Unaudited)
                                       

1.  BASIS OF PRESENTATION

    The accompanying unaudited financial statements have been prepared in 
accordance with generally accepted accounting principles for interim 
financial information.  In the opinion of  management, the interim financial 
statements include all adjustments (consisting of normal recurring accruals) 
necessary for a fair presentation of the results for interim periods 
presented.  Operating results for the three months and six months ended June 
30, 1997 are not necessarily indicative of the operating results that will be 
achieved for the year or any other period.  These statements should be read 
in conjunction with the Company's Annual Report on Form 10-KSB for the year 
ended December 31, 1996 and the Company's Quarterly Report on Form 10-QSB for 
the quarter ended March 31, 1997.

2.  NASDAQ LISTING

    VISTA common stock is listed on the NASDAQ SmallCap Market, which 
requires that, among other things, listed companies maintain a minimum total 
equity of $1,000,000.  During the second quarter of 1997, the Company has 
been involved in the process of appealing a decision by NASDAQ to delist the 
Company from the SmallCap Market due to the Company's failure to maintain the 
$1,000,000 equity requirement.  On August 8, 1997, NASDAQ notified the 
Company that if, along with certain other requirements, it can raise 
$2,500,000 in equity capital and convert approximately $1,800,000 of existing 
debt into equity on or before September 2, 1997, that VISTA stock will be 
allowed to continue to be listed. The Company is currently in the process of 
raising approximately $3 million in Convertible Preferred Stock and 
converting sufficient debt to meet these requirements.  No assurances can be 
made, however, as to the amount or timing of any transaction discussed above. 
 Should the Company not meet the requirements set forth by NASDAQ and 
delisting occur, trading would be conducted in non-NASDAQ over-the-counter 
markets.  Using these markets, investors may find it more difficult to 
obtain, dispose of, or receive accurate price quotations of the Company's 
common stock.

                                       7

<PAGE>

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

    The following discussion and analysis provides information that the 
Company's management believes is relevant to an assessment and understanding 
of the Company's results of operations and financial condition.  This 
discussion should be read in conjunction with the financial statements and 
footnotes which appear elsewhere in this Report.

    VISTA provides environmental risk information and address-based hazard and
classification information to bankers, engineers, insurance companies and
corporations throughout the United States.  The Company, originally known as
DataMap, Inc. ("DMI"), was founded in 1975 to develop geographic-demographic
analysis tools for business ("GIS").  Supporting this business line, the Company
has developed a proprietary service known as the Geographic Underwriting System
("GUS-Registered Trademark-") which delivers address-based hazard and
classification information to property/casualty insurance underwriters.  GUS
provides insurance underwriters and loss control groups of insurance companies
with on-line or batch access to a series of reports presenting specific
classification and hazard information about the property to be insured.  The
Company's geo-demographic information databases, technological understanding and
techniques of geographic information processing provide the basis for its
current products.  Additional insurance information layers can be added to the
Company's current GUS service offering due to the application's modular design.

    On February 28, 1995, DMI acquired all the outstanding common stock of
VISTA Environmental Information, Inc. ("VISTA Environmental") in exchange for
newly issued common and preferred shares of DMI. The acquisition of VISTA
Environmental expanded the Company's existing product line to include
environmental risk information and significantly increased the marketing
capability within the Company.  The VISTA Environmental product line provides
address and name based environmental risk information about properties and
companies in the United States to bankers, engineers and corporations.  On May
23, 1995, the Company changed its name from DataMap, Inc. to "VISTA Information
Solutions, Inc."

RESULTS OF OPERATIONS

COMPARISON OF THE PERIODS ENDED JUNE 30, 1997 TO THE PERIODS ENDED JUNE 30, 1996

Revenue

    Total revenues increased 24 percent from $2,122,000 for the three months 
ended June 30, 1996, to $2,626,000 for the three months ended June 30, 1997 
and increased 6 percent from $4,290,000 for the six months ended June 30, 
1996, to $4,562,000 for the six months ended June 30, 1997.  The second 
quarter increase resulted from an increase in GUS revenue of $645,000 offset 
by decreases in environmental revenue of $141,000. Revenue earned under the 
State Farm and Prudential agreements accounted for $587,000 of the increase 
in GUS revenues while the remainder consisted of increases in transactional 
revenue. The year-to-date increase was also due to an increase in GUS revenue 
of $658,000 offset by decreases in environmental revenue of $386,000.  
Decreases in environmental revenue are primarily due to recent selling 
strategies which place a lower emphasis on resale products (which have lower 
gross margins), combined with a campaign to convert existing 
transaction-based business to longer term contract relationships through the 
STARVIEW desktop service.  While this service tends to reduce the revenue 
generated per transaction, the Company anticipates that this effect will be 
mitigated if it is able to capture additional market share as a result of 
contract relationships.  This statement is forward looking and no assurances 
can be made, however, that sufficient contracts can be signed to achieve the 
necessary increase in market share.

                                       8

<PAGE>


Gross Margin

    Gross margins remained the same at 78 percent of revenue for the three
month period ended June 30, 1997 and the three month period ended June 30, 1996
and decreased from 76 percent of revenue for the six months ended June 30, 1996,
to 74 percent of revenue for the six months ended June 30, 1997. This decrease
is attributed to a reclassification of costs of approximately $372,000 (from
sales, general and administrative to costs of revenues) associated with the
Company's database operation in Glenville, New York.  This increase in costs of
revenues was partially offset by decreases in other costs of revenues resulting
from a reduction in sales of resale products discussed above and a proportional
increase in GUS and STARVIEW revenue which have a higher gross margin.

Operating Expenses

         Total operating expenses decreased 5 percent from $3,011,000 for the
three months ended June 30, 1996, to $2,854,000 for the three months ended June
30, 1997 and decreased 5 percent from $5,892,000 for the six months ended June
30, 1996 to $5,619,000 for the six months ended June 30, 1997.  This decrease
was the result of a  reclassification of database costs discussed above
partially offset by increases in depreciation and amortization as a result of
new equipment purchases and increases in research and development costs
associated with the STARVIEW system. 

Interest Expense

    Interest expense increased 94 percent from $147,000 for the three months
ended June 30, 1996, to $286,000 for the three months ended June 30, 1997 and
increased 118 percent from $264,000 for the six months ended June 30, 1996 to
$576,000 for the six months ended June 30, 1997 .  This increase was primarily
due to interest on the accounts receivable factoring loan with Silicon Valley
Bank which was entered into in September, 1996.

Future Contract Revenue

    As discussed above, the Company has secured contracts with several of its
clients for the STARVIEW desktop reporting service.  As of August 8, 1997 over
180 contracts were signed with estimated annualized revenues of approximately
$2,300,000.  This estimate is based on historical environmental report activity
for these clients.  This estimate is forward-looking and subject to risks and
uncertainties.  Factors affecting this forward-looking information include the
ability of STARVIEW clients to maintain previous levels of environmental
business, the willingness of clients to use the Company's service exclusive of
competitors' environmental reporting services, potential contract cancellations
or non-renewals of contracts expiring during the year.  No assurances can be
made that this level of revenue can be achieved or that factors listed above
will not significantly affect future revenues.
    
In March 1997, ISO executed a one year contract with Prudential that has an
approximate value of $800,000.  In May 1997, ISO executed a three year contract
with a value of approximately $13 million with State Farm.  These two contracts
will generate approximately $300,000 and $6 million respectively to the
Company's GUS product line over the next three years. 

    The Company had no taxable income and, accordingly, recorded no provision
for income taxes during the six months ended June 30, 1997 and 1996.


                                       9

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

    The Company currently has negative cash flow from operations and is
dependent on raising capital to fund continuing operations.  As discussed below,
the Company anticipates raising sufficient capital in 1997 to fund its
operations.
    
    Net cash used in operating activities for the six months ended June 30,
1997 was approximately $861,000 compared to $1,276,000 during the six months
ended June 30, 1996.  This decrease is primarily the result of increases in
accounts payable, accruals and other current liabilities offset by increases in
accounts receivable.  Following completion of the SIRROM funding in April 1996,
the Company reduced current liabilities significantly by paying overdue vendors
which resulted in a use of cash of approximately $766,000 in the six months
ended June 30, 1996, compared to the six months ended June 30, 1997 in which
increases in current liabilities resulted in a source of cash of approximately
$95,000.  Increases in accounts receivables were primarily attributed to
additional GUS revenues as a result of new contracts discussed above.
    
    Net cash used in investing activities for the six months ended June 30,
1997 was approximately $488,000 compared to $360,000 for the six months ended
June 30, 1996.   Increased computer and software purchases related to
development commitments for GUS contracts discussed above and to support the
STARVIEW system were the primary cause of this increase.
    
    Net cash provided by financing activities was approximately $1,296,000
during the six months ended June 30, 1997, compared to $1,625,000 during the six
months ended June 30, 1996.  Borrowing transactions discussed below were the
primary sources of cash provided by financing activities.
    
    In 1995, the Company received $446,000 from the sales of 16 percent
subordinated convertible debentures.  During 1996, eight debenture holders
elected to convert their principal and accrued interest into common stock. 
These transactions converted approximately $187,000 of debt and accrued interest
into 276,000 shares of common stock.  During the six months ended June 30, 1997,
six debenture holders converted approximately $313,000 of principal and accrued
interest into common stock.  The one remaining debenture holder has proposed to
exchange the value of principal and accrued interest for receivables due to the
Company.  When this transaction is completed, the these debentures will be fully
retired.
    
    The Company has outstanding $898,928 of convertible subordinated debentures
assumed in the acquisition of VISTA Environmental.  The debentures are
convertible into Series C Preferred Stock ("Series C Preferred Stock") at a rate
of $16.72 per share.  At December 31, 1995, the debentures, including accrued
interest, were convertible into approximately 74,000 shares of Series C
Preferred Stock and were due in January 1996.  In January 1996, the Company did
not repay the debentures.  As a result, under the terms of the debentures, the
repayment date was extended to January 1997 and the debenture holders received,
in aggregate, warrants for the purchase of 3,732 shares of Series C Preferred
Stock at $16.72 per share.  In January, 1997, the Company had the option to
either pay these debentures off or extend them for another year. The Company
chose to extend the debentures and issued warrants for the purchase of 4,135
shares of Series C Preferred Stock at $16.72 per share.  
    
    In February 1996, the Company entered into an agreement with ISO for a
loan, not to exceed $500,000.  Advances commenced during the first week of
February 1996 in increments of $25,000 to $50,000.  The Company  ultimately
borrowed $375,000, and repaid approximately $36,000.  Under the agreement, the
balance bears interest at a rate of 1 percent per month on any outstanding
amounts, including accrued interest.  Under a supplemental agreement, dated
March 6, 1997, repayment of the loan plus accrued interest will be taken out of
GUS revenue to the extent that it exceeds $135,000 per month.  As of June 30,
1997, the entire amount due under the ISO loan had been repaid and the loan was
retired.


                                       10

<PAGE>


      The Company also has recorded a liability to ISO for reimbursement of
costs incurred by ISO for the development of the Public Protection
Classification (PPC) data layer of GUS in the amount of $487,500 which
represents the maximum amount VISTA could be responsible for under the terms of
the agreement with ISO.  The actual amount due to ISO is presently in dispute. 
According to a Supplemental Agreement to the Joint Services Agreement, if no
agreement was reached by November 15, 1996, VISTA and ISO would begin
arbitration.  VISTA and ISO have agreed that the actual balance will be
determined through arbitration, but have not yet begun arbitration.
    
    On April 30, 1996, the Company entered into an agreement with the SIRROM
Capital Corporation for a $2,500,000 loan in the form of a 13.5 percent, five
year, interest only note with warrants to purchase 1,247,582 shares of Common
Stock at an exercise price of  $0.01 per share with additional warrants to be
issued for the purchase of 497,776, 603,018 and 749,292 on the anniversary date
of the loan in years 3, 4 and 5 respectively.  The Company assigned a value to
the warrants of $648,179 based on the fair market value of the warrants at the
date of grant.  Accordingly, the note payable has been discounted by this amount
and bears an effective interest of 26 percent.  This note is secured by the
tangible and intangible assets of the Company. 

    The Company had an accounts receivable factoring agreement with Silicon
Valley Bank which was retired in April 1996, following receipt of funds under
the SIRROM loan.  In September 1996, the Company entered into another factoring
agreement with the bank.  Transactions under the agreement are not treated as a
sale of receivables due to the existence of repurchase obligations.  The
borrowings under this arrangement are collateralized by certain assets of VISTA
Environmental.  The borrowing arrangement allows the Company to borrow up to 80
percent of eligible receivables up to a maximum of $1,250,000. Proceeds from the
loan bear interest at the rate of 1.5 percent per month.  There are additional
administrative fees of 1 percent per month charged by the lender based on the
value of the receivables submitted for borrowing.  The factoring agreement
provides for decreases in the interest rate if certain sales forecasts are
achieved.
    
    During 1997, the Company raised  $1,000,000 in Senior Subordinated
Promissory Notes.  The notes are due 12 months from the date executed, will bear
interest at 16 percent and will have initial common stock warrant coverage of
100 percent, using an exercise price of 125 percent of the fair market value of
the common stock 21 business days prior to funding. In May, 1997, approximately
$309,000 of principal and accrued interest was converted into common stock.














                                       11

<PAGE>

    VISTA common stock is listed on the NASDAQ SmallCap Market, which 
requires that, among other things, listed companies maintain a minimum total 
equity of $1,000,000.  During the second quarter of 1997, the Company has 
been involved in the process of appealing a decision by NASDAQ to delist the 
Company from the SmallCap Market due to the Company's failure to maintain the 
$1,000,000 equity requirement.  On August 8, 1997, NASDAQ notified the 
Company that if, along with certain other requirements, it can raise 
$2,500,000 in equity capital and convert approximately $1,800,000 of existing 
debt into equity on or before September 2, 1997, that VISTA stock will be 
allowed to continue to be listed. The Company is currently in the process of 
raising approximately $3 million in Convertible Preferred Stock and 
converting sufficient debt to meet these requirements.  No assurances can be 
made, however, as to the amount or timing of any transaction discussed above. 
 Should the Company not meet the requirements set forth by NASDAQ and 
delisting occur, trading would be conducted in non-NASDAQ over-the-counter 
markets.  Using these markets, investors may find it more difficult to 
obtain, dispose of, or receive accurate price quotations of the Company's 
common stock.

    As reflected in the cash flow statement, the Company's operations currently
do not generate sufficient cash flows to meet the on-going cash needs of the
Company.  The Company believes that the new financing transactions discussed
above will be sufficient to fund operations in 1997.  Factors impacting this
forward looking information are the levels of the Company's overall revenues and
overhead expenses and changes in the Company's accounts receivable and accounts
payable turnover.  If revenues do not increase as anticipated,  the Company may
need to raise additional debt or equity financing to meet its operating capital
needs.  In addition, the Company may need to raise additional capital in the
future to meet various strategic growth and research and development
initiatives.  There can be no assurance that the Company will be able to obtain
any required additional funding on satisfactory terms, if at all.  If the
additional funding is not obtained, the Company will seek alternative sources of
debt and/or equity financing and, to the extent necessary, will reduce overhead
expenditures.








                                       12

<PAGE>

                                           
                             PART II - OTHER INFORMATION
                                           
ITEM 1.  LEGAL PROCEEDINGS

    None.


ITEM 2.  CHANGES IN SECURITIES

    None.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

    None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
         None.
    
ITEM 5.  OTHER INFORMATION

    None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    a)   Exhibits:
    
    The exhibits to this Form 10-QSB are listed in the Exhibit Index on page 15
of this Report. 
    
    
    b)   Reports on Form 8-K.
    
         None




                                       13

<PAGE>

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Quarterly Report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                  VISTA INFORMATION SOLUTIONS, INC.
                                  (REGISTRANT)



DATE: August 14, 1997              BY   /s/ E. Stevens Hamilton       
                                     -------------------------------
                                        E. Stevens Hamilton
                                        Chief Financial Officer
                                        (Principal Financial Officer)

DATE: August 14, 1997              BY   /s/ Brian Dean Conn       
                                     -------------------------------
                                         Brian Dean Conn
                                         Controller
                                        (Principal Accounting Officer)
    











                                    14
<PAGE>



                                    EXHIBIT INDEX

Exhibit
Number             Description                   Location
- ------             -----------                   ---------

27.1     Financial Data Schedule  Filed electronically




























                                         15

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             APR-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                           3,212
<SECURITIES>                                         0
<RECEIVABLES>                                1,629,001
<ALLOWANCES>                                   247,380
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,119,464
<PP&E>                                       3,636,518
<DEPRECIATION>                               2,534,404
<TOTAL-ASSETS>                               5,939,958
<CURRENT-LIABILITIES>                        5,117,749
<BONDS>                                              0
                                0
                                      9,764
<COMMON>                                       136,381
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                 5,939,958
<SALES>                                      2,626,267
<TOTAL-REVENUES>                             2,626,267
<CGS>                                          567,358
<TOTAL-COSTS>                                  567,358
<OTHER-EXPENSES>                             3,141,025
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             285,530
<INCOME-PRETAX>                            (1,082,116)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,082,116)
<EPS-PRIMARY>                                   (0.09)
<EPS-DILUTED>                                   (0.04)
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission