SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _____ to _____
Commission File Number 0-15304
AVESIS INCORPORATED
(Exact name of small business issuer as specified in its charter)
Delaware 86-0349350
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3724 North Third Street, Suite 300 Phoenix, Arizona 85012
(Address of principal executive offices)
(602) 241 - 3400
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 outstanding shares of the registrant's Common Stock on May 9,
2001 was 7,621,047.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
(Check One) [ ] Yes [X] No
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AVESIS INCORPORATED
BALANCE SHEET
AS OF MARCH 31, 2001
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 1,477,461
Receivables, net 459,172
Inventory 68,119
Income taxes receivable 27,141
Prepaid expenses and other 160,268
------------
Total current assets 2,192,161
Property and equipment, net 638,569
Intangibles, net of amortization 479,382
Deposits and other assets 365,587
------------
$ 3,675,699
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 595,085
Current installments of obligations under capital lease 7,137
Accrued expenses-
Compensation 26,900
Other 5,323
Deferred income 23,643
------------
Total current liabilities 658,088
------------
Total liabilities 658,088
------------
Stockholders' equity:
Preferred stock $.01 par value, authorized 12,000,000 shares:
$3.75 Class A, senior nonvoting cumulative convertible preferred
stock, Series A, $.01 par value; authorized 1,000,000
shares; 257,160 issued and outstanding (liquidation preference
of $3.75 per share) 2,572
$10 Class A, nonvoting cumulative convertible preferred stock,
Series 2, $.01 par value; authorized 1,000,000 shares; 4,700 shares
issued and outstanding (liquidation preference of $10 per share) and
$34,898 of dividends in arrears at $7.65
per share; dividends accrue at $.225 per share per calendar quarter 47
Common stock of $.01 par value, authorized 20,000,000 shares;
7,621,047 shares issued and outstanding 76,210
Additional paid-in capital 10,476,304
Accumulated deficit (7,537,522)
------------
Total stockholders' equity 3,017,611
------------
$ 3,675,699
============
The accompanying notes are an integral part of these statements.
2
AVESIS INCORPORATED
STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
(Unaudited)
Quarters Ended
----------------------------
2001 2000
------------ ------------
Service revenues:
Administration fees $ 1,714,067 $ 1,507,020
Buying group 330,395 434,449
Provider fees 13,288 25,357
Other 2,821 2,488
------------ ------------
Total service revenues 2,060,571 1,969,314
Cost of services 1,842,567 1,201,654
------------ ------------
Income from services 218,004 767,660
General and administrative expenses 468,699 343,586
Selling and marketing expenses 191,465 222,427
------------ ------------
(Loss)/income from operations (442,160) 201,647
------------ ------------
Non-operating income:
Other income 909 1,331
Interest income 22,714 34,045
Interest expense (243) (610)
------------ ------------
Net non-operating income 23,380 34,766
------------ ------------
(Loss)/income before income taxes (418,780) 236,413
Income taxes -- 23,641
------------ ------------
Net (loss)/income $ (418,780) $ 212,772
============ ============
Preferred stock dividends (22,755) (24,055)
Net (loss)/income available to common stockholders $ (441,535) $ 188,717
============ ============
Earnings per share - Basic $ (0.06) $ 0.03
============ ============
Earnings per share - Diluted $ (0.06) $ 0.02
============ ============
Weighted average common and equivalent shares
outstanding - Basic 7,621,047 7,279,066
============ ============
Weighted average common and equivalent shares
outstanding - Diluted 7,898,906 10,685,868
============ ============
The accompanying notes are an integral part of these statements.
3
AVESIS INCORPORATED
STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED MARCH 31, 2001 AND 2000
(Unaudited)
2001 2000
----------- -----------
Cash flows from operating activities:
Net (loss)/income $ (418,780) $ 212,772
----------- -----------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 75,825 41,528
Provision for losses on accounts receivable -0- -0-
Increase (decrease) in cash resulting from changes in:
Accounts Receivable 19,345 (44,399)
Inventory 46,854 -0-
Prepaid expenses and other 114,505 (26,813)
Other assets 807 (124,177)
Accounts payable (174,728) 57,495
Accrued expenses (12,807) 92,025
Deferred income 9,847 16,506
----------- -----------
Total adjustments 79,648 12,165
----------- -----------
Net cash (used in)/provided by operating activities (339,132) 224,937
----------- -----------
Cash flows from investment activities:
Purchases of property and equipment (30,516) (38,562)
Asset acquisition -0- (286,842)
----------- -----------
Net cash used in investing activities (30,516) (325,404)
----------- -----------
Cash flows from financing activities:
Principal payments under capital lease obligation (3,425) (3,073)
Payments for repurchase of common and preferred stock (48,000) -0-
----------- -----------
Net cash used in financing activities (51,425) (3,073)
----------- -----------
Net decrease in cash and cash equivalents (421,073) (103,540)
Cash and cash equivalents, beginning of period 1,898,534 2,483,739
----------- -----------
Cash and cash equivalents, end of period $ 1,477,461 $ 2,380,199
=========== ===========
Supplemental disclosure of noncash investing and financing activities:
During the quarter ended March 31, 2000, 350,000 shares of common stock
valued at $262,500 were issued in connection with an acquisition.
The accompanying notes are an integral part of these statements.
4
AVESIS INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001 AND 2000
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
Avesis Incorporated, and its wholly-owned subsidiaries, AbsoluteCare, Inc.,
Avesis of Washington, D.C., Avesis Third Party Administrators, Inc., Avesis
Reinsurance Incorporated and Avesis of New York, Inc. (collectively, the
"Company") have been prepared in accordance with generally accepted accounting
principles for interim financial information and pursuant to the rules and
regulations of the Securities and Exchange Commission. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for a complete financial statement presentation. In the
opinion of Management, such unaudited interim information reflects all
adjustments, consisting only of a normal recurring nature, necessary to present
the Company's financial position and the results of operations and cash flows
for the periods presented. The results of operations for interim periods are not
necessarily indicative of the results to be expected for a full fiscal year.
These condensed consolidated financial statements should be read in conjunction
with the Company's audited consolidated financial statements included in the
Company's Annual Report on Form 10-KSB, for the year ended December 31, 2000.
Note 2. Earnings (Loss) per Share
A summary of the reconciliation from basic earnings per share to diluted
earnings per share for the quarters ended March 31, 2001 and 2000 follows:
Quarter ended Quarter ended
March 31, 2001 March 31, 2000
-------------- --------------
Net (loss)/earnings $ (418,780) $ 212,772
Less: preferred stock dividends 22,755 24,055
----------- -----------
(Loss)/income available to common stockholders (441,535) 188,717
=========== ===========
Basic EPS - weighted average shares outstanding 7,621,047 7,279,066
=========== ===========
Basic (loss)/earnings per share $ (0.06) $ 0.03
=========== ===========
Basic EPS - weighted average shares outstanding 7,621,047 7,3279,066
Effect of dilutive securities:
Stock Purchase Options - common stock 277,859 674,547
Convertible preferred stock -- 2,732,254
----------- -----------
Dilutive EPS - weighted average shares outstanding 7,898,906 10,685,868
Net (loss)/earnings $ (441,535) $ 212,772
----------- -----------
Diluted (loss)/earnings per share $ (0.06) $ 0.02
=========== ===========
Note 3. Use of Estimates
Management of the Company has made certain estimates and assumptions
relating to the reporting of assets, liabilities, revenues and expenses to
prepare the financial statements in conformity with generally accepted
accounting principles. Actual results could differ from those estimates.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS FOR THE
QUARTERS ENDED MARCH 31, 2001 AND 2000
The statements contained in this discussion and analysis regarding
management's anticipation of adequacy of cash reserves for operations, adequacy
of reserves for claims, anticipated level of operating expenses related to new
cardholders, viability of the Company, cash flows and marketability of the
Company may constitute "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements involve risks
and uncertainties, which could cause actual results to differ materially from
the forward-looking statements. Management's anticipation is based upon
assumptions regarding the market in which the Company operates, the level of
competition, the level of demand for services, the stability of costs, the
retention of Sponsors and Members enrolled in the Company's benefit programs,
the relevance of the Company's historical performance, the expansion of the
AbsoluteCare concept and the stability of the regulatory environment. Any of
these assumptions could prove inaccurate, and therefore there can be no
assurance that the forward-looking information will prove to be accurate.
Avesis Incorporated, a Delaware corporation (together with its
subsidiaries, the "Company"), is an ancillary healthcare management firm. The
Company markets and administers vision, dental and hearing insured programs and
discount programs ("Programs") nationally and operates AbsoluteCare, Inc., an
infectious disease medical center. The Programs are designed to enable
participants who are enrolled through various sponsoring organizations such as
HMOs, insurance carriers, corporations and various other sponsors to realize
savings on purchases of products and services through our independent network of
providers. AbsoluteCare was established to create infectious disease centers,
with a current concentration on HIV/AIDS treatment, potentially on a national
basis. AbsoluteCare provides professional care, in-house pharmacy and laboratory
services. AbsoluteCare's first medical center opened in Atlanta, Georgia during
November 2000.
The Company derives its administration fee revenue from plan Sponsors who
customarily pay a set fee per Member per month. Administration fee revenue is
recognized on the accrual basis during the month that the Member is entitled to
use the benefit. Certain Sponsors pay for services rendered by the Company on a
fee for service basis. Based upon the type of program (e.g., managed care,
discount, third party administration) the Provider's claim for service provided
to Members is paid either by the Company, Sponsor, Member or combination
thereof. Buying Group revenues are recorded at the total amount billed to
participating Providers and recognized in the month the product is shipped.
Vision Provider fee revenue is based upon a percentage of materials sold by
certain participating providers under certain plans. AbsoluteCare recognizes
revenue during the month the medical services are provided and the
pharmaceuticals are dispensed to the patient.
6
RESULTS OF OPERATIONS:
The following tables detail the Company's major revenue and expense
categories for the quarters ended March 31, 2001 and 2000:
Quarter Ended Quarter Ended
March 31, 2001 March 31, 2000 Increase/(Decrease)
---------------------------- ---------------------------- ------------------------
% of Total % of Total
Revenue: Service Revenue Service Revenue % Change
--------------- --------------- --------
Total Service Revenue $ 2,060,571 100% $ 1,969,314 100% $ 91,257 5%
Vision & Hearing Program 1,410,514 68% 1,338,031 68% 72,477 5%
Vision Provider Fee 13,288 1% 25,357 1% (12,069) (48%)
Dental Program 33,603 2% 168,988 9% (135,385) (80%)
Buying Group Program 330,395 16% 434,449 22% (104,054) (24%)
AbsoluteCare, Inc. 269,950 13% -0- 269,950
Expenses:
Cost of Services - Avesis
Incorporated & Subsidiaries
excluding AbsoluteCare, Inc. 1,520,675 74% 1,201,654 61% 319,021 27%
Operating Expenses
- - AbsoluteCare, Inc. 456,888 22% -0- 456,888
General & Administrative 349,220 17% 343,586 17% 5,634 2%
Selling & Marketing 172,318 8% 222,427 11% (50,109) (23%)
Income from Operations
- - AbsoluteCare, Inc. (186,938) (9%) -0- (186,938)
Income from Operations
- - Avesis Incorporated &
Subsidiaries excluding
AbsoluteCare, Inc. (255,222) (10%) 201,647 10% (416,174) (206%)
Net Income (418,780) (20%) 212,772 11% (631,552) (297%)
Past and future revenues in all lines of business are directly related to
the number of Members enrolled in the Company's benefit programs. However, there
may be significant pricing differences to Sponsors depending on whether the
benefit offered is funded in part or whole by the plan Sponsor. Four major
Sponsors accounted for 16%, 13%, 12% and 8% of total service revenues in the
quarter ended March 31, 2001, and three major Sponsors accounted for 33%, 15%
and 9% of total service revenues in the quarter ended March 31, 2000. The
Company is substantially dependent on a limited number of Sponsors and may be
materially adversely affected by termination of any of its agreements with
Sponsors.
On March 24, 2000 the Company purchased substantially all of the assets of
Southern States Eye Care, LLC ("SSEC"), including but not limited to the name
"Southern States Eye Care", service marks, trade marks, trade names, current
client contracts, provider contracts and managed care contracts. The aggregate
purchase price for the acquisition was $549,342, consisting of $250,000, 350,000
shares of the Company's Common Stock, valued at $262,500 and $36,842 of
transaction related expenses. The Company used its existing cash to finance the
purchase. The acquisition of SSEC broadens the Company's client base and
increases the Company's vision provider network in Georgia, Alabama and North
Carolina. The Company is using the acquired assets to continue SSEC's current
lines of business, which the Company is operating out of its corporate
headquarters in Phoenix, Arizona.
7
The Company had approximately 1,395,000 vision and 14,000 hearing Members
as of March 31, 2001, compared to approximately 1,492,000 vision and 12,000
hearing Members as of March 31, 2000. The decrease in the Company's vision
member counts as of March 31, 2001 as compared to March 31, 2000 is principally
due to two vision plan Sponsors that are not renewing the benefit for their
Members upon their annual renewal, but instead are providing a lesser benefit
internally. As of March 31, 2000, the Company had approximately 230,000 Members
from these Sponsors, as compared to approximately 28,000 Members as of March 31,
2001. During September 2000, the Company entered into a contract with one of the
previously mentioned Sponsors to provide benefits on an ongoing basis to the
remaining approximately 28,000 Members. The loss in membership has been
partially offset by two new Sponsors, currently with approximately 18,000 and
80,000 Members, added during the last quarter of the year ended December 31,
2000. The revenue and profit expected to be derived from these two new Sponsors
are expected to be less than the revenue and profit derived from the two
Sponsors who did not renew their Members' benefits. The increase in vision and
hearing program revenue for the quarter ended March 31, 2001, as compared to the
quarter ended March 31, 2000 was primarily caused by the inclusion of SSEC's
accounts for the entire quarter ended March 31, 2001, as opposed to only one
week of the quarter ended March 31, 2000. Other changes in the number of vision
and hearing Members occurred due to Sponsors' employee or Member fluctuations in
the normal course of business. Vision provider fee revenue decreased in the
quarter ended March 31, 2001 as compared to the quarter ended March 31, 2000,
due to the removal of the fee, as of December 31, 2000, charged to participating
providers associated with one of the Company's ongoing plans.
The Company had approximately 37,000 dental Members as of March 31, 2001,
compared to approximately 77,000 dental Members as of March 31, 2000. The
decline of the Company's dental program revenue and membership resulted from the
loss of approximately 55,000 Members from three Sponsors who did not renew their
contracts with the Company. The majority of the Company's current dental
membership is enrolled in programs that provide a lower level of benefit, and
therefore the Sponsors pay a lower per member per month fee, compared to the
three Sponsors, mentioned above, who did not renew their contracts.
In an effort to minimize the Company's risk related to its dependence on a
limited number of Sponsors, the Company has developed the Avesis Advantage
Vision Program and the Avesis Advantage Dental Program. These insured products
allow the Company to market and contract directly with employers, unions and
other groups either through the Company's internal sales staff or the broker
community. The Company derived its first revenues from its Avesis Advantage
Vision Program in December 1999, and had approximately 9,500 Members as of
January 1, 2001 and approximately 10,700 as of April 1, 2001. The Company
expects to derive its first revenues from the Avesis Advantage Dental Program
during the second half of calendar year 2001.
The Company makes available to its vision Providers a buying group program
that enables the Provider to order eyeglass frames from the manufacturers at
discounts from wholesale costs. These discounted prices are generally lower than
a Provider could negotiate individually, due to the large volume of purchases of
the buying group. Historically, the Company has not actively marketed the buying
group program. The Company began promoting its buying group program to its
vision Providers during the first quarter of 2001. Although the Company has seen
an increase in Providers applying to become members of the buying group, it is
uncertain whether this activity will translate into an increase in sales.
8
Costs of Services primarily relate to servicing Members, Providers, and
Sponsors under the Company's vision, hearing and dental benefit programs as well
as the cost of frames that are sold through the Company's buying group program
as discussed above. Cost of Services increased as a percentage of total service
revenues during the quarter ended March 31, 2001, as compared to the quarter
ended March 31, 2000. The increase primarily resulted from higher service costs
related to the previously mentioned two new Sponsors who began offering the
Company's vision program to their Members during the fourth quarter of fiscal
2000. The Company is in discussions with these two Sponsors related to variances
in projected utilization of benefits. The discussions may have one or more of
the following outcomes: increases in the per member per month administration
fee, modification of the participating provider networks and modification of the
fee schedule reimbursements.
General and Administrative expenses remained consistent as a percentage of
total service revenue and as a total dollar amount during the quarter ended
March 31, 2001, as compared to the quarter ended March 31, 2000. The Company
experienced a decrease in payroll related to administrative functions, which was
offset by increases in amortization of goodwill created by the SSEC transaction
and legal and professional fees related to increased licensing requirements due
to the Company's geographic expansion.
Selling and marketing expenses include marketing fees, broker commissions,
inside sales and marketing salaries and related expenses, travel related to the
Company's sales activities and an allocation of related overhead expenses. A
significant amount of the Company's marketing activities has been outsourced to
management consultants, National Health Enterprises (an affiliate). Selling and
marketing expenses decreased as a percentage of total service revenues during
the quarter ended March 31, 2001, as compared to the quarter ended March 31,
2000 due to the absence of sales commissions on the SSEC accounts.
AbsoluteCare's total service revenue has increased by $234,103, from
$35,847 for the quarter ended December 31, 2000, to $269,950 for the quarter
ended March 31, 2001. Operating expenses, which includes the cost of
pharmaceuticals dispensed, increased by $206,516, from $250,372 for the quarter
ended December 31, 2000, to $456,888 for the quarter ended March 31, 2001. The
Company expects to begin billing for internal lab services by the end of the
second quarter of calendar year 2001, which will enable it to derive revenues
for lab services from approximately 90% of its patient base, compared to 30% of
the patient base currently. The Company has also increased its marketing and
public relations efforts, during the second quarter of calendar year 2001, to
educate potential patients of the services AbsoluteCare offers.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and cash equivalents of $1,477,461 as of March 31,
2001, compared to $1,898,534 as of December 31, 2000. The decrease of $421,073
is primarily due to the loss from operations caused by the increase in cost of
services and the capital expenditures related to the development of
AbsoluteCare. Current cash on hand and cash provided from operations is expected
to allow the Company to sustain operations for the foreseeable future.
The Company is party to a revolving credit facility for an amount not to
exceed $100,000. The credit facility allows the Company flexibility to better
manage its cash liquidity. To date, the Company has never drawn funds on the
credit facility.
As of March 31, 2001, the Company had $595,085 of Accounts Payable,
compared to $769,813 as of December 31, 2000. The decrease in Accounts Payable
primarily relates to the payment of the opening expenses of AbsoluteCare's
pharmacy and medical office. Claims reserves of $294,080 as of March 31, 2001
and $273,364 as of December 31, 2000 are included in Accounts Payable. The
reserves are for incurred but not reported claim reimbursements to Providers who
participate in certain managed care programs. The Company believes this reserve
is adequate based upon historical trends and its experience.
The Company expects to pay dividends of approximately $43,400 on the Series
A Preferred Stock on June 1, 2001.
9
PART II OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(b) The Certificate of Designation for the Company's Class A, Senior Nonvoting
Cumulative Convertible Preferred Stock, Series A, restricts the payment of
dividends on the Company's Series 2 Preferred Stock and Common Stock.
Accordingly, the Company did not pay the quarterly dividend otherwise
scheduled for payment during April 2001, on shares of its Series 2
Preferred Stock. Such dividend is cumulative, and the total dividend
arrearage is $34,898, or $7.65 per share, as of March 31, 2001 for all
4,700 shares outstanding.
ITEM 5. OTHER INFORMATION
Subsequent to the preparation of the Company's Form 10-KSB for the year
ended December 31, 2000, the Company made the following stock repurchases
and retirements:
Series A Total Purchase Price
Date Shares including Commissions
---- ------ ---------------------
February 28, 2001 8,000 $30,022
March 28, 2001 5,000 $18,022
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) See Exhibit Index following the Signatures page, which is incorporated
herein by reference.
(b) No reports on Form 8-K were filed during the quarter ended March 31, 2001.
10
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AVESIS INCORPORATED
--------------------------------------
(Registrant)
Date: 5/15/2001 /s/ Alan S. Cohn
----------- --------------------------------------------
Alan S. Cohn, Chief Executive Officer
and President
Date: 5/15/2001 /s/ Joel H. Alperstein
----------- --------------------------------------------
Joel H. Alperstein, Chief Financial Officer
and Treasurer
11
Avesis Incorporated
Exhibit Index
Form 10-QSB for the Quarter Ended March 31, 2001
Exhibit No. Description Incorporated by Reference from the:
- ----------- ----------- -----------------------------------
11 Statement re: Computation Earnings (Loss) per Share Computation,
of per Share Earnings see Note 2 to the Notes to Condensed
Consolidated Financial Statements