SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
OR
--
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 0-22-309
ASI SOLUTIONS INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 13-3903237
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization Identification Number)
780 THIRD AVENUE, NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area (212) 319-8400
code:
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
The number of shares of the registrant's Common Stock, par value $0.01 per
share, outstanding on NOVEMBER 7, 1997 was 6,396,701.
PART I. Financial Information
ITEM 1. Financial Statements
ASI Solutions Incorporated and Subsidiaries
Consolidated Balance Sheets
September 30, 1997 and March 31, 1997
September 30, March 31,
1997 1997
(Unaudited)
------------ ------------
ASSETS:
Current Assets:
Cash and cash equivalents $ 5,680,696 $ 60,190
Accounts receivable, net 4,463,294 4,184,886
Prepaid expenses and other current assets 295,196 343,455
Deferred income taxes 5,910 5,910
Notes receivable from stockholders 389,191
----------- -----------
Total current assets 10,445,096 4,983,632
Property and equipment, net 4,406,040 2,219,801
Intangible assets, net 2,094,077 1,121,815
Other assets 246,964 269,990
----------- ----------
Total assets $17,192,177 $8,595,238
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Notes payable to bank $ 1,145,850 $1,844,000
Current portion, long-term debt 423,947 66,506
Accounts payable and accrued expenses 1,102,750 1,874,139
Accrued income taxes (122,697) 1,046,584
----------- ----------
Total current liabilities 2,549,850 4,831,229
Deferred income taxes 78,303 78,303
Long-term debt, less current portion 910,524 306,626
Other liabilities 125,075 136,194
----------- ----------
Total liabilities 3,663,752 5,352,352
StockholderAEs Equity:
Common stock 64,423 46,252
Additional paid in capital 10,217,365 1,109,218
Retained earnings 3,639,368 3,052,450
----------- ----------
13,921,156 4,207,920
Less: Treasury stock at cost (45,534 shares) (392,731)
Deferred offering costs (965,034)
----------- -----------
Total stockholdersAE equity 13,528,425 3,242,886
=========== ==========
Total liabilities & stockholdersAE equity $17,192,177 $8,595,238
=========== ==========
The accompanying notes are an integral part of these financial statements
1
ASI Solutions Incorporated and Subsidiaries
Unaudited Consolidated Statements of Income
For the 3 months and 6 months ended September 30, 1997 and 1996
3 Months Ended 6 Months Ended
September September September September
30, 1997 30, 1996 30, 1997 30, 1996
---------- ---------- ----------- ----------
Revenue $5,905,076 $4,141,535 $12,605,351 $8,052,951
Cost of services 3,319,218 1,841,576 6,763,941 3,583,721
---------- ---------- ----------- ----------
Gross profit 2,585,858 2,299,959 5,841,410 4,469,230
Operating expenses:
General and administrative 1,319,009 720,252 2,636,627 1,480,436
Sales and marketing 661,093 367,532 1,445,970 739,703
Research and development 360,600 226,495 835,244 457,620
---------- ---------- ----------- ----------
Income from operations 245,156 985,680 923,569 1,791,471
Interest (expense) income, net 51,009 (7,280) 113,241 (33,917)
---------- ---------- ----------- ----------
Income before provision for income taxes 296,165 978,400 1,036,810 1,757,554
Provision for income taxes 127,317 673,582 449,892 1,040,564
---------- ---------- ----------- ----------
Net income $ 168,848 $ 304,818 $ 586,918 $ 716,990
========== ========== =========== ==========
Net income per common share $0.03 $0.07 $0.09 $0.15
Weighted average common shares outstanding 6,381,041 4,667,404 6,243,618 4,667,404
========== ========== =========== ==========
The accompanying notes are an integral part of these financial statements.
2
ASI Solutions Incorporated and Subsidiaries
Unaudited Consolidated Statements of Cash Flows
For the 6 Months Ended September 30, 1997 and 1996
1997 1996
------------ ----------
Cash flow from operating activities:
Net income: $ 586,918 $ 716,990
Adjustments to reconcile net income to
net cash:
Depreciation and amortization 393,808 152,749
Provision for doubtful accounts 15,000
Deferred income taxes (9,887)
Changes in assets and liabilities:
Accounts receivable (293,409) (967,551)
Prepaid expenses 48,259 (12,077)
Other assets 11,908 (144,709)
Notes receivable from shareholder (12,731)
Accounts payable and accrued
expenses (774,928) 283,172
Income taxes (1,169,282) 161,440
----------- ---------
Net cash (used in) provided by
operating activities (1,181,726) 167,396
----------- ---------
Cash flow from investing activities:
Fixed assets additions (2,535,809) (720,431)
Acquisition of business (1,016,500)
-----------
Net cash (used in) provided by
investing activities (3,552,309) (720,431)
----------- ---------
Cash flow from financing activities:
Proceeds from borrowings 961,339 605,000
Repayment of bank debt (698,150)
Proceeds from issuance of common stock, net 10,091,352
----------- ---------
Net cash provided by financing activities 10,354,541 605,000
Net increase (decrease) in cash 5,620,506 51,965
Cash at beginning of period 60,190 69,583
----------- ---------
Cash at end of period $ 5,680,696 $ 121,548
=========== =========
Supplemental disclosures of non
cash investing and financing activities:
Transfer of common stock back to the
Company in full satisfaction of
shareholder debt of $389,191.
The accompanying notes are an integral part of these financial statements.
3
ASI SOLUTIONS INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION AND BASIS OF PRESENTATION:
--------------------------------------
On March 26, 1996, ASI Solutions Incorporated (the "Company") was incorporated
in the State of Delaware. Effective March 31, 1996, the Company issued
4,625,158 shares of Common Stock in exchange for substantially all of the issued
and outstanding shares of common stock of Proudfoot Reports Incorporated ("PRI")
and 95% of the common stock of Assessment Solutions Incorporated ("Assessment
Solutions"). During fiscal 1997, the remaining 5% of the outstanding common
stock of Assessment Solutions was redeemed. The initial stockholders of the
Company were also the principal stockholders of PRI and Assessment Solutions,
the two previously separate but commonly controlled companies. After the
reorganization, Assessment Solutions and PRI are wholly-owned subsidiaries of
the Company. C3 Solutions Incorporated ("C3") was formed on September 16, 1996
as a wholly-owned subsidiary of the Company. Assessment Solutions, PRI and C3
are hereinafter referred to collectively as the "Company."
Effective April 16, 1997, the Company sold 1.8 million shares of common stock to
the public at a price of $6 per share in an initial public offering and pursuant
to an over-allotment option the underwriter purchased 270 thousand shares of
common stock at a price of $6 per share (the "Offering"). Proceeds from the
Offering, net of underwriters discount and offering costs, were approximately
$9,039,000. Effective on the Offering date, the Company's Certificate of
Incorporation (the "Certificate") was restated to increase the number of
authorized shares of Common Stock to 18 million shares. In addition, effective
on the Offering date, the Board of Directors of the Company were authorized to
issue up to 2 million shares of Preferred Stock in one or more classes or series
and to fix the rights, preferences, privileges and restrictions thereof,
including dividend rights, conversion rights, voting rights, terms of
redemption, liquidation preferences, and the number of shares constituting any
series or the designation of such series. However, pursuant to the Certificate,
the holders of Preferred Stock would not have cumulative voting rights with
respect to the election of directors. Any such Preferred Stock issued by the
Company may rank prior to the Common Stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may be
convertible into shares of Common Stock.
The exchange described above has been accounted for as a reorganization since
all entities involved were under common control. The consolidated financial
statements reflect the interests attributable to the one controlling shareholder
of both combined entities at their historical basis of accounting. The
remaining interests have been accounted for as a purchase of minority interests
and the excess of the purchase price over the related historical cost of
$1,063,000 has been allocated to intangible assets. All intercompany accounts
and transactions have been eliminated in consolidation.
The accompanying unaudited interim financial statements of ASI Solutions
Incorporated have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission (the "SEC"). Certain information and note
disclosures normally included in annual financial statements have been condensed
or omitted pursuant to those rules and regulations. In the opinion of
management, all adjustments, consisting of normal, recurring adjustments
considered necessary for a fair presentation, have been included. Although
management believes that the disclosures made are adequate to ensure that the
information presented is not misleading, it is suggested that these financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1997. The results of the six months ended September 30, 1997
and 1996 are not necessarily indicative of the results of operations for the
entire year.
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2. OPERATIONS:
----------
THE COMPANY
Assessment Solutions is a management consulting firm with primary emphasis on
research and the application of simulation technology to the assessment of
sales, service and management personnel. PRI provides pre-employment and post-
employment background checks. C3 provides monitoring services for clients who
engage in large-scale use of call centers for their customer contact functions.
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share ("SFAS No. 128"),
which establishes standards for computing and presenting earnings per share.
SFAS No. 128 will be effective for financial statements issued for periods
ending after December 15, 1997. Earlier application is not permitted.
Management has determined that the effects of this change on the Company's
financial statements will not be material.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
130"), which requires that changes in comprehensive income be shown in a
financial statement that is displayed with the same prominence as other
financial statements. SFAS No. 130 becomes effective in fiscal 1999.
Management has not yet evaluated the effects of this change on the Company's
financial statements.
In June 1997, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and
Related Information" ("SFAS 131"), which changes the way public companies report
information about segments. SFAS 131, which is based on the management approach
to segment reporting, includes requirements to report selected segment
information quarterly and entity-wide disclosures about products and services,
major customers, and the material countries in which the entity holds and
reports revenues. SFAS 131 becomes effective in fiscal 1999. Management has not
yet evaluated the effect of this change on the Company's financial statements.
USE OF OFFERING PROCEEDS
The Company has used approximately $3 million of the offering proceeds to repay
debt, $1 million to purchase equipment, $570 thousand related to the acquisition
of Effective Learning Systems, and has invested the remainder in liquid short
term investments.
2
3. STOCKHOLDERS EQUITY:
-------------------
A Summary Of The Changes In The Stockholders' Equity For The 6 Months Ended
September 30, 1997 Is As Follows:
ADDITIONAL RETAINED DEFERRED TREASURY TOTAL
COMMON PAID-IN EARNINGS OFFERING STOCK
SHARES STOCK CAPITAL COSTS
- -------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 1997 4,625,158 $46,252 $1,109,218 $3,052,450 $(965,034) $ $3,242,886
Issuance of Common
Stock in initial public
offering and payment of
offering costs 1,800,000 18,000 9,021,220 965,034 10,004,254
Transfer of Common Stock
back to the Company (45,534) (392,731) (392,731)
Issuance of Common Stock
for Employee Stock
Purchase Plan 17,077 171 86,927 87,098
Net Income 586,918 586,918
------------------------------------------------------------------------------------------
Balance, September 30, 1997 6,396,701 $64,423 $10,217,365 $3,639,368 $ -- $(392,731) $13,528,425
==========================================================================================
4. ACQUISITION OF EFFECTIVE LEARNING SYSTEMS
-----------------------------------------
On August 29, 1997, the Company acquired the assets of Effective Learning
Systems, a New Jersey based training organization for approximately $1 million
dollars. The effect of this acquisition on the reported financial statements of
the Company is not significant.
5. REVOLVING CREDIT AGREEMENT:
--------------------------
On July 22, 1997 the Company entered into a Revolving Credit Agreement ("Credit
Agreement") with a financial institution. The Credit Agreement is for revolving
credit loans with borrowing availability of up to $10 million. Borrowing under
the Credit Agreement bears interest at the prime rate. The Credit Agreement's
term expires on September 30, 1999 at which time any outstanding principal and
interest is payable. The Credit Agreement has various restrictive covenants and
is collateralized by all of the assets of the Company.
As of September 30, 1997, borrowings outstanding under the Credit Agreement were
$1,145,850. Interest expense for the 6 months ended September 30, 1997 was
$31,322.
6. PROVISION FOR INCOME TAXES:
--------------------------
The provision for income taxes declined to 43% from 68.8% due primarily to
higher costs in the same period for fiscal 1997 resulting from an Internal
Revenue Service examination and lower New York City taxes in 1998 resulting from
the transfer of a significant portion of operations out of New York City.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
QUARTERLY COMPARISON OF RESULTS OF OPERATIONS
The Company's second quarter revenue increased 42.6% to $5.9 million from $4.1
million in the second quarter of fiscal 1997. Net income was $169,000, or 2.9%
of revenue, down 44.6% from $305,000, or 7.4% of revenue, in the second quarter
of fiscal 1997. The decrease in profitability is
3
primarily due to high costs associated with personnel addition and increased
facility cost associated with the opening of a new operations center.
Revenue increased in all four business areas. Assessment and Selection revenue
was $2.2 million, an increase of $0.7 million, or 46.2%, principally due to
increased revenue with existing clients.
Employment Process Administration revenue was $2.8 million, an increase of $0.5
million, or 22.2%, due principally to higher volume with existing clients.
Several new clients were added.
Customer Contact Monitoring revenue was $0.4 million, an increase of $0.4
million from the second quarter of last year. This is a new business area and
the increase was due to services provided to new clients.
Training and Development revenue was $0.5 million, an increase of $0.1 million,
or 37.6%. New clients plus the newly acquired Effective Learning Systems
account for the increase.
Cost of services increased $1.5 million, or 80.2%, to $3.3 million primarily
due to personnel additions and higher facility and equipment expenses needed to
meet the increased business volume. A new operations center with 23,000 square
feet was opened in July, 1997. As a percentage of revenue, cost of services
increased to 56.2% from 44.5% due to higher spending.
General and administrative expense increased $0.6 million, or 83.1%, to $1.3
million. Higher outside services associated with operating as a publicly owned
entity and higher fixed expenses associated with the new corporate offices
contributed to the increase. As a percentage of revenue, general and
administrative expense increased from 17.4% to 22.3%.
Sales and marketing expense increased by $0.3 million, or 79.6%, to $0.7 million
principally due to the addition of senior staff to manage business units and
sales areas, and higher spending incurred to promote business volume. As a
percentage of revenue, sales and marketing expense increased from 8.9% to 11.2%.
Research and development expense was $0.4 million, an increase of $0.1 million
from last year due to increased personnel. As a percentage of revenue, research
and development expense was 6.1%, up from 5.5% last year.
Net interest income increased due to the investment of the proceeds of the
initial public offering in April, 1997. As a percentage of pre tax income, the
provision for income taxes declined to 43% from 68.8% due primarily to
higher costs in the same period for fiscal 1997 resulting from an Internal
Revenue Service examination and lower New York City taxes in 1998 resulting
from the transfer of a significant portion of operations out of New York City.
(Percentages are based on actual amounts as opposed to the rounded amounts shown
above.)
4
YEAR-TO-DATE COMPARISON OF RESULTS OF OPERATIONS
The Company's year to date revenue increased 56.5% to $12.6 million from $8.0
million. Net income was $587 thousand or 4.7% of revenue, down 18.1% from
$717,000, or 8.9% of revenue, in the first half of fiscal 1997. The addition of
personnel, including several senior managers, and the increase in facilities,
such as the new operations center, account for most of the decline in the net
income percentage.
Year to date revenue increased in all four business areas. Assessment and
Selection revenue was $5.2 million, an increase of $2.4 million, or 86.5%,
principally due to increased revenue with existing clients and the addition of
several new clients.
Employment Process Administration revenue was $5.3 million, an increase of $1.0
million, or 24.1%, due principally to higher volume with existing clients.
Customer Contact Monitoring revenue was $0.9 million, an increase of $0.8
million from the second quarter of last year. This is a new business area and
the increase was due to services provided to new clients.
Training and Development revenue was $1.2 million, an increase of $0.3 million,
or 28.4%, due in part to the addition of new clients and the acquisition of
Effective Learning Systems.
Cost of services increased $3.2 million, or 88.7%, to $6.8 million primarily
due to personnel additions and higher equipment expenses needed to meet the
increased business volume and to staff the new operations center. As a
percentage of revenue, cost of services increased to 53.7% from 44.5% due to
expenses incurred to expand operations center capacity and due to a change in
sales mix to lower margin business in customer contact monitoring and employment
background reports.
General and administrative expense increased $1.2 million, or 78.1%, to $2.6
million due to personnel additions in senior management and the finance staff as
well as higher outside services associated with operating as a publicly owned
entity. Higher fixed expenses associated with the new corporate offices also
contributed to the increase. As a percentage of revenue, general and
administrative expense increased from 18.4% to 20.9%.
Sales and marketing expense increased by $0.7 million, or 95.4%, to $1.4 million
principally due to the addition of senior staff to manage business units and
sales areas, and to higher spending incurred to promote awareness of the Company
and business volume. As a percentage of revenue, sales and marketing expense
increased from 9.2% to 11.5%.
Research and development expense was $0.8 million, an increase of $0.4 million
from last year due to increased personnel, outside services and conference
expenses. As a percentage revenue, research and development expense was 6.6%,
up from 5.7% last year.
5
Net interest income increased due to the investment of the proceeds of the
initial public offering in April, 1997. As a percentage of pre-tax income, the
provision for income taxes declined to 43.4% from 59.2% due primarily to
higher costs in the same period for fiscal 1997 resulting from an Internal
Revenue Service examination and lower New York City taxes resulting from the
transfer of a significant portion of operations out of New York City in 1998.
(Percentages are based on actual amounts as opposed to the rounded amounts shown
above.)
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity needs arise from capital requirements, capital
expenditures and principal and interest payments on debt. The Company funds its
operating and capital needs with cash flow generated from operations,
supplemented by short-term borrowings under bank lines of credit and long-term
equipment financing. The Company raised approximately $9 million after expenses
in an Initial Public Offering in April, 1997.
Cash flow used in operations was $1,181,726 in the first half of fiscal 1998 due
to higher receivable resulting from the growth in sales, to reduction in
Accounts Payable and Actual Expenses and income tax payments. Cash flow used in
investing activities of $3,552,309 was primarily for furniture and computer and
telecommunications equipment for the new operations center in Melville, New York
and for the acquisition of Effective Learning Systems.
In July, 1997, a new bank credit facility was established which provides up to
$10 million of credit availability. This facility expires September 30, 1999.
The Company also has a $1.9 million equipment lease facility. At September 30,
1997, there were borrowings of $1,145,850 against the bank credit facility and
$932,971 against the equipment lease facility.
The Company used a portion of the $9 million net proceeds from the Initial
Public Offering to repay bank lines of credit of $2 million and other payables
of $1 million.
IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share ("SFAS No. 128"),
which establishes standards for computing and presenting earnings per share.
SFAS No. 128 will be effective for financial statements issued for periods
ending after December 15, 1997. Earlier application is not permitted.
Management has determined that the effects of this change on the Company's
financial statements will not be material.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
130"), which requires that changes in comprehensive income be shown in a
financial statement that is displayed with the same prominence as other
financial statements. SFAS No. 130 becomes effective in fiscal 1999.
Management has not yet evaluated the effects of this change on the Company's
financial statements.
In June 1997, the Financial Accounting Standards Board issued Financial
Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and
Related Information" ("SFAS 131"), which changes the way public companies report
information about segments. SFAS 131, which is based on the management approach
to segment reporting, includes requirements to report selected segment
information quarterly and entity-wide disclosures about products and services,
major customers, and
6
the material countries in which the entity holds and reports revenues. SFAS 131
becomes effective in fiscal 1999. Management has not yet evaluated the effect of
this change on the Company's financial statements.
NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements in this 10Q and written and oral statements made by the
Company may contain, in addition to historical information, forward-looking
statements within the meaning of section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
The words "believe, "expect" "intend, "estimate" and "anticipate" and other
expressions which are predictions of or indicate future events and trends and
which do not relate to historical matters identify forward-looking statements.
Any such statements are subject to risks and uncertainties that could cause the
actual results to differ materially from those projected in such statements,
including negative developments relating to unforeseen order cancellations or
the effect of a customer delaying an order, negative developments relating to
the Company's significant customers, a reduction in the demand for the Company's
services which could impact capacity utilization as well as sales volume, the
impact of intense competition, changes in the industry, changes in the general
economy such as inflationary pressure which could increase the Company's cost of
borrowing and those factors discussed in the section entitled "Risk Factors" as
well as those discussed elsewhere in the Company's prospectus from its initial
public offering (a copy which will be provided without charge upon request to
the Company.) The Company undertakes no obligation to publicly update or revise
any forward-looking statement, whether as a result of new information, future
events or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
7
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not Applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In connection with the Offering, the Company filed a registration
statement (the "Registration Statement") under the Securities Act of
1933, as amended, whereby the Company registered shares of its Common
Stock, $.01 par value. The Registration Statement was effective on
April 9, 1997 and was assigned an SEC file number of 2-20401. The
Offering commenced on April 16, 1997 and all of the securities
registered in connection with the Offering have been sold. The managing
underwriter was H.C. Wainwright & Co., Inc. The Company received net
proceeds of approximately $9,039,000 (the "Proceeds"). Since the
Effective Date, the Company has spent the following approximate amounts
of the Proceeds toward the purposes indicated:
Working Capital $3,765,735
Repayment of Debt 3,064,000
Purchase of Equipment 1,639,265
Acquisition of Effective Learning Systems 570,000
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed as part of this report:
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
27.1 Financial Data Schedule.
(b) No reports on Form 8-K have been filed during the quarter for which
this report is filed.
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ASI SOLUTIONS INCORPORATED
Date: November 7, 1997 By: /s/ MICHAEL J. MELE
--------------------
Michael J. Mele
Vice President and Chief Financial Officer
(on behalf of the registrant and as principal
financial and accounting officer)
9