1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended Commission file number June 30, 1995 0-15586 GHS, INC. (Exact name of Registrant as specified in its charter) Delaware 52-1373960 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 1350 Piccard Drive Suite 360, Rockville, Maryland 20850 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (301) 417-9808 Not Applicable (Former name, former address and former fiscal year, if changed since last report) 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 ----------- ----------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at August 10, 1995 ----- ------------------------------- Common Stock, $.01 par value 6,447,828 Shares 1 2 PART I FINANCIAL INFORMATION GHS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS June 30, December 31, 1995 1994 ---- ---- Current assets: Cash $ 34,000 $ 153,000 Accounts receivable, net 1,570,000 1,200,000 Unbilled accounts receivable 459,000 111,000 Current contract installments receivable -- 34,000 Inventory 12,000 15,000 Refundable deposits 290,000 290,000 Other current assets 146,000 84,000 ------------- ----------- Total current assets $ 2,511,000 $1,887,000 Furniture and equipment, net 43,000 41,000 Capitalized software, net 323,000 389,000 Investment in joint venture 86,000 86,000 Other assets 12,000 14,000 Gamma Knife venture assets: Gamma Knife 2,555,000 2,762,000 Costs incurred in connection with leasehold interest 679,000 696,000 Deposits 65,000 10,000 -------- -------- TOTAL $ 6,274,000 $ 5,885,000 --------- --------- --------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts Payable $ 637,000 $ 483,000 Accrued expenses 46,000 39,000 Accrued cost to complete contracts 255,000 38,000 Notes Payable 100,000 -- Shareholder loans 67,000 -- Obligation under capital lease - current portion 397,000 444,000 ------- ------- Total current liabilities $ 1,502,000 $ 1,004,000 Obligation under capital lease 2,071,000 2,236,000 --------- --------- Minority interest 36,000 40,000 Common Stock - par value $.01: 500,000 shares issued with put option 500,000 500,000 Stockholders' equity: Common stock - $.01 par value - 10,000,000 shares authorized; 6,447,828 issued and outstanding in 1995 and 1994 $ 65,000 $ 65,000 Additional paid-in capital 3,082,000 3,082,000 (Deficit) (982,000) (1,042,000) --------- ---------- Total stockholders' equity $ 2,165,000 $ 2,105,000 --------- --------- TOTAL $ 6,274,000 $ 5,885,000 --------------- ------------- --------------- ------------- The accompanying notes to financial statements are an integral part hereof. 2 3 GHS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended June 30, ------------------------------ 1995 1994 ---- ---- Revenue: Software Systems $757,000 239,000 Maintenance 273,000 205,000 Patient Revenue 244,000 -- Interest Income -- 4,000 -------- ------- Total revenue 1,274,000 448,000 Expenses: Software Systems 558,000 266,000 Maintenance 125,000 151,000 Patient Expenses 243,000 -- Selling, General, Administrative 191,000 214,000 Interest Expense 147,000 74,000 --------- ------- Total 1,264,000 705,000 Income before minority interest $ 10,000 $ (257,000) Minority Interest 26,000 -- -------- -------- Net Income 36,000 (257,000) -------- -------- -------- -------- Net Income (loss) per share $ -- $ (.04) -------- -------- -------- -------- Weighted average shares outstanding 6,447,828 6,424,328 --------- --------- --------- --------- The accompanying notes to financial statements are an integral part hereof. 3 4 GHS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Six Months Ended June 30, ------------------------------ 1995 1994 ---- ---- Revenue: Software Systems $979,000 770,000 Maintenance 491,000 402,000 Patient Revenue 652,000 -- Interest Income -- 12,000 ---------- ---------- Total revenue 2,122,000 1,184,000 Expenses: Software Systems 780,000 580,000 Maintenance 235,000 281,000 Patient Expenses 444,000 -- Selling, General, Administrative 362,000 408,000 Interest Expense 245,000 105,000 ---------- ---------- Total 2,066,000 1,374,000 Income before minority interest $ 56,000 $ (190,000) Minority Interest 4,000 -- -------- --------- Net Income 60,000 (190,000) -------- --------- -------- --------- Net Income (loss) per share $ .01 $ (.03) ----------- --------- ----------- --------- Weighted average shares outstanding 6,447,828 6,424,328 --------- --------- --------- --------- The accompanying notes to financial statements are an integral part hereof. 4 5 GHS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months Ended June 30 -------- 1995 1994 ---- ---- Cash flows from operating activities: Net income (loss) $ 60,000 $(190,000) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 299,000 77,000 Minority interest in net loss of consolidated subsidiary (4,000) -- Changes in operating assets and liabilities: (Increase) decrease in accounts receivable - net (370,000) (175,000) (Increase) decrease in unbilled accounts receivable (348,000) (143,000) (Increase) decrease in inventory 3,000 -- Decrease in contract installments receivable 34,000 9,000 Increase (decrease) in other assets (60,000) 31,000 Increase (decrease) in accounts payable, accrued expenses and accrued costs to complete contracts 378,000 1,000 ------- --------- Net cash provided by (used in) operating activities (8,000) (390,000) Cash flows from investing activities : Software Development Costs -- (45,000) Furniture and equipment purchases (11,000) (14,000) Investment in joint venture -- (4,000) Deposits on Gamma Knife (55,000) 150,000 -------- ------- Net cash provided by (used in) investing activities (66,000) 87,000 Cash flows from financing activities: Payment of lease obligations (212,000) -- Proceeds of notes payable 167,000 -- ------- -------- Net cash (used in) financing activities (45,000) -- NET (DECREASE) IN CASH AND CASH EQUIVALENTS (119,000) (303,000) Cash and cash equivalents - beginning of period 153,000 716,000 ------- ------- CASH AND CASH EQUIVALENTS - END OF PERIOD $34,000 $413,000 ------- -------- ------- -------- The accompanying notes to financial statements are an integral part hereof. 5 6 GHS, INC. AND SUBSIDIARIES NOTES TO FINANCIAL STATEMENTS Note A - Basis of Preparation The accompanying financial statements at June 30, 1995, for the three months ended June 30, 1995 and 1994, are unaudited; however, in the opinion of management, such statements include all adjustments necessary to a fair statement of the information presented therein. The balance sheet at December 31, 1994 has been derived from the audited financial statements at that date appearing in the Company's Annual report on Form 10-K. Pursuant to accounting requirements of the Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, the accompanying financial statements and these notes do not include all disclosures required by generally accepted accounting principles for complete financial statements. Accordingly, these statements should be read in conjunction with the Company's most recent annual financial statements. Results of operations for interim periods are not necessarily indicative of those to be achieved for full fiscal years. Note B - Note Payable The Company has entered into a promissory note with a finance company. The Company has to make interest payments at a rate of 13.5% per annum. 6 7 GHS, INC. AND SUBSIDIARIES MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION SECOND FISCAL QUARTER 1995 COMPARED TO SECOND FISCAL QUARTER 1994 Results of Operations Total revenues increased 162% to $1,274,000 for the quarter ended June 30, 1995 as compared to $448,000 for the same period in 1994. The increase is due to two factors. First, Global Health Systems entered into a three year contract to provide facilities management services for the Chicago Department of Health (CDOH). The services include the Global Health Information System (GHiS), computer hardware, and on-going support services. Second, the revenues include the Company s other subsidiary, U.S. NeuroSurgical, Inc. (USN), which opened its first Gamma Knife facility, the Midwest Gamma Knife Center, at the Research Medical Center in Kansas City, Missouri in the third quarter of 1994. For the six months ended June 30, 1995 revenues increased to $2,122,000 as compared to $1,184,000 for the same period in 1994. New system sales increased to $979,000 from $770,000 for the period. Maintenance revenue increased to $491,000 from $402,000 in 1994. Revenue from USN was $652,000 for the six months ended June 30, 1995. Total expenses increased 79% to $1,264,000 from $705,000 for the three months ended June 30, 1995. System costs rose to $558,000 from $266,000 for the same period in 1994. The increased expenses are due to the large hardware order for the CDOH contract. Maintenance costs decreased by 17% as the Company continued to monitor costs and negotiate larger discounts for data transmission. Patient expenses of $243,000 were directly related to costs of the Midwest Gamma Knife Center. For the six months ended June 30, patient expenses were $444,000. Interest expense rose 133% to $245,000 from $105,000 a year earlier for USN equipment leases. The Company is paying down a five year lease on the first Gamma Knife, and has made a down payment on its second knife, on which it is paying interest. Net income for the three months ended June 30, 1995 was $36,000 as compared to a loss of $257,000 for the same period in 1994. For the six months ended June 30, 1995, net income was $60,000 as compared to a loss of $190,000 a year earlier. Liquidity and Capital Resources For the six months ended June 30, 1995 net cash used in operating activities was $8,000 as compared to $390,000 for the same period in 1994. Depreciation and 7 8 amortization expense of $299,000 was due to depreciation of the Gamma Knife, as well as, amortization of capitalized software. Billed accounts receivable increased $370,000 and unbilled accounts receivable increased by $348,000 from December 31,1994. There was an increase of $378,000 in accounts payable and accrued expenses from December 31, 1994. The increase in receivables and payables was CDOH contract. The Company had net cash used in investing activities of $66,000 as compared to net cash provided of $87,000 in 1994. The USN subsidiary continued to make deposits to its leasing company. Net cash used in financing activities was $45,000. For the period ended June 30, 1995, the Company had a decrease of cash and cash equivalents of $119,000 from $303,000 in 1994. The Company obtained a line of credit in this quarter, to meet its working capital needs. The Company also received a $67,000 loan from a shareholder. USN s current lease is a five year capital lease that has annual payments of $805,000. 8 9 PART II OTHER INFORMATION GHS, INC. AND SUBSIDIARIES Item 6. Exhibits and Reports on Form 8-K (a) None (b) No reports on Form 8-K were filed during the quarter ended June 30, 1995. 9 10 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. GHS, INC. Date August 10, 1995 By /s/ Alan Gold ---------------------------- -------------------------------- Alan Gold Director and President Chief Executive Officer 10