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Previous: CD WAREHOUSE INC, 8-K, EX-99.1, 2000-06-29 |
Next: LEXINGTON HEALTHCARE GROUP INC, 8-K, EX-1, 2000-06-29 |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): June 15, 2000
LEXINGTON HEALTHCARE GROUP, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1468252
-------- -------- ----------
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of organization) Identification No.)
1557 New Britain Avenue
Farmington, Connecticut 06032
----------------------- -----
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (860) 674-2700
Not Applicable
-------------------------------------------------------------
(Former name or former address; if changed since last report)
<PAGE>
ITEM 2. DISPOSITION OF ASSETS
On June 15, 2000 Balz Medical Services, Inc., a subsidiary of the Company,
entered into an ASSET PURCHASE AND SALE AGREEMENT to sell its tangible property
(principally fixed assets and inventory, leasehold rights, certain business
records, licenses, permits and authorizations relating to the conduct of its
business) to an unrelated company, MedixDirect.com, LLC.
The sale did not include cash, accounts receivable or other business records.
The buyer also assumed approximately $130,000 of liabilities which were related
to the assets acquired. The purchase price for the assets sold, other than
inventory, was $300,000, payable $40,000 in cash and $260,000 in a note payable
in 12 monthly installments with interest. Inventory was sold at book value to be
determined by physical inventory, which value is payable in cash within 90 days
of the closing.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following historical and pro forma financial statements which disclose the
effect of the asset disposition are attached hereto:
Pro Forma Consolidated Balance Sheet at March 31, 2000
Pro Forma Consolidated Statements of Operations for the year ended June
30, 1999 and for the nine-month period ended March 31, 2000
A copy of the ASSET PURCHASE AND SALE AGREEMENT is attached hereto as Exhibit 1.
******
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 hereunder duly authorized.
LEXINGTON HEALTHCARE GROUP, INC.
By:_____________________________
Harry Dermer
Chairman
Dated: June 30, 2000
<PAGE>
LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
-------------- ------------------- --------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,388,000 $ 40,000 $ 1,428,000
Accounts receivable - net 15,117,000 547,000 15,664,000
Inventories 940,000 (287,000) 653,000
Prepaid and other current assets 1,354,000 1,354,000
-------------- --------------
Total current assets 18,799,000 19,099,000
PROPERTY, EQUIPMENT & LEASEHOLD IMPROVEMENTS, net 4,408,000 (193,000) 4,215,000
OTHER ASSETS
Security deposits - related parties 2,337,000 2,337,000
Security deposits - other 543,000 543,000
Residents' funds 388,000 388,000
Goodwill - net 2,886,000 (972,000) 1,914,000
Bed licenses - net 1,423,000 1,423,000
Operating subsidy receivable (less current portion of $104,000) 299,000 299,000
Other assets, net 217,000 217,000
-------------- --------------
8,093,000 7,121,000
-------------- ------------------- --------------
$ 31,300,000 $ (865,000) $ 30,435,000
============== =================== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 11,604,000 $ 400,000 $ 12,004,000
Due to SunBridge - purchased receivables 2,157,000 2,157,000
Estimated third-party payor settlements 331,000 331,000
Notes and capital leases payable (current portion) 3,840,000 (33,000) 3,807,000
Income taxes payable 25,000 25,000
-------------- --------------
Total current liabilities 17,957,000 18,324,000
OTHER LIABILITIES
Notes payable and capital leases payable (less current portion) 7,754,000 (86,000) 7,668,000
Deferred rent 708,000 708,000
Residents' funds payable 388,000 388,000
Other liabilities 120,000 120,000
-------------- --------------
8,970,000 8,884,000
-------------- --------------
Total liabilities 26,927,000 27,208,000
-------------- --------------
MINORITY INTERESTS 656,000 656,000
STOCKHOLDERS' EQUITY
Common stock, par value $.01 per share, authorized
15,000,000 shares 41,000 41,000
Additional paid-in capital 6,126,000 6,126,000
Treasury stock, at cost, 600,000 shares (576,000) (576,000)
Deficit (1,874,000) (1,146,000) (3,020,000)
-------------- --------------
Total stockholders' equity 3,717,000 2,571,000
-------------- ------------------- --------------
$ 31,300,000 $ (865,000) $ 30,435,000
============== =================== ==============
</TABLE>
The accompanying notes are an integral part of these pro forma
consolidated financial statements.
<PAGE>
LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
------------------ --------------- ---------------
<S> <C> <C> <C>
REVENUES
Net patient service revenue $ 55,586,000 $ (1,287,000) $ 54,299,000
Management fee revenue 4,478,000 - 4,478,000
Other revenue 250,000 (8,000) 242,000
------------------ --------------- ---------------
Total revenues 60,314,000 (1,295,000) 59,019,000
EXPENSES
Facility operating expenses:
Salaries and benefits 44,038,000 (225,000) 43,813,000
Food, medical and other supplies 6,295,000 (454,000) 5,841,000
Other operating expenses 7,126,000 (108,000) 7,018,000
Corporate, general and administrative expenses 2,367,000 (197,000) 2,170,000
Interest expense 890,000 (11,000) 879,000
------------------ --------------- ---------------
Total expenses 60,716,000 (995,000) 59,721,000
------------------ --------------- ---------------
Loss from operations (402,000) (300,000) (702,000)
OTHER EXPENSE
Loss on disposition of certain Balz Medical
Services assets and liabilities - (1,146,000) (1,146,000)
------------------ --------------- ---------------
Loss before minority interest (402,000) (1,446,000) (1,848,000)
MINORITY INTEREST IN INCOME OF CONSOLIDATED
JOINT VENTURES (111,000) - (111,000)
------------------ --------------- ---------------
Net loss $ (513,000) $ (1,446,000) $ (1,959,000)
================== =============== ===============
Basic loss per common share $ (0.14) $ (0.41) $ (0.55)
================== =============== ===============
Weighted average number of common shares outstanding 3,582,000 3,582,000 3,582,000
================== =============== ===============
</TABLE>
The accompanying notes are an integral part of these pro forma
consolidated financial statements.
<PAGE>
LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
------------------ ---------------- ----------------
<S> <C> <C> <C>
REVENUES
Net patient service revenue $ 58,867,000 $ (1,469,000) $ 57,398,000
Management fee revenue 17,620,000 17,620,000
Other revenue 405,000 (3,000) 402,000
------------------ ---------------- ----------------
Total revenues 76,892,000 (1,472,000) 75,420,000
EXPENSES
Facility operating expenses:
Salaries and benefits 57,109,000 (270,000) 56,839,000
Food, medical and other supplies 7,778,000 (410,000) 7,368,000
Other operating expenses 8,845,000 (42,000) 8,803,000
Corporate, general and administrative expenses 2,953,000 (195,000) 2,758,000
Interest expense 1,040,000 (14,000) 1,026,000
------------------ ---------------- ----------------
Total expenses 77,725,000 (931,000) 76,794,000
------------------ ---------------- ----------------
Loss from operations (833,000) (541,000) (1,374,000)
OTHER EXPENSES
Provision for lawsuit settlement (539,000) - (539,000)
Loss on disposition of certain Balz Medical Services
assets and liabilities - (1,332,000) (1,332,000)
------------------ ---------------- ----------------
Loss before income taxes and minority interest (1,372,000) (1,873,000) (3,245,000)
PROVISION FOR (BENEFIT FROM) INCOME TAXES 15,000 (35,000) (20,000)
MINORITY INTEREST IN INCOME OF CONSOLIDATED
JOINT VENTURES (190,000) - (190,000)
------------------ ---------------- ----------------
Net loss $ (1,577,000) $ (1,838,000) $ (3,415,000)
================== ================ ================
Basic loss per common share $ (0.38) $ (0.45) $ (0.83)
================== ================ ================
Weighted average number of common shares outstanding 4,125,000 4,125,000 4,125,000
================== ================ ================
</TABLE>
The accompanying notes are an integral part of these pro forma
consolidated financial statements.
<PAGE>
LEXINGTON HEALTHCARE GROUP, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Pro Forma Consolidated Balance Sheet at March 31, 2000
The pro forma consolidated balance sheet includes adjustments to record the sale
of inventory and fixed assets and to record the assumption of related notes
payable and capital lease liabilities. The pro forma entries also reflect the
write off of related goodwill and a severance agreement with a key employee.
Pro forma Consolidated Statement of Operations for the nine-month period ended
March 31, 2000
The pro forma entries remove all revenues and expenses of Balz Medical Services,
Inc. during the period ended March 31, 2000 and record an overall loss on the
disposition of certain assets and liabilities which includes the write off of
related goodwill and a severance agreement with a key employee.
Pro forma Consolidated Statement of Operations for the year ended June 30, 1999
The pro forma entries remove all revenues and expenses of Balz Medical Services,
Inc. during the year ended June 30, 1999 and record an overall loss on the
disposition of certain assets and liabilities which includes the write off of
related goodwill and a severance agreement with a key employee.
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