Exhibit 99
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 SAFE HARBOR
COMPLIANCE STATEMENT FOR FORWARD-LOOKING STATEMENTS
In passing the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"), 15 U.S.C.A. Sections 77z 2 and 78u 5 (Supp. 1996), Congress
encouraged public companies to make "forward-looking statements" by creating a
safe harbor to protect companies from securities law liability in connection
with forward-looking statements. Acadia Group, Inc. ("Acadia" or the
"Company") intends to qualify both its written and oral forward-looking
statements for protection under the Reform Act and any other similar safe
harbor provisions. "Forward-looking statements" are defined by the Reform
Act. Generally, forward-looking statements include expressed expectations of
future events and the assumptions on which the expressed expectations are
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based. All forward-looking statements are inherently uncertain as they are
based on various expectations and assumptions concerning future events and
they are subject to numerous known and unknown risks and uncertainties which
could cause actual events or results to differ materially from those
projected. Due to those uncertainties and risks, the investment community is
urged not to place undue reliance on written or oral forward-looking statements
of Acadia. The Company undertakes no obligation to update or revise this Safe
Harbor Compliance Statement for Forward-Looking statements (the "Safe Harbor
Statement") to reflect future developments. In addition, Acadia undertakes no
obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to future
operating results over time. Acadia provides the following risk factor
disclosure in connection with its continuing effort to qualify its written and
oral forward-looking statements for the safe harbor protection of the Reform
Act and any other similar safe harbor provisions. Important factors currently
known to management that could cause actual results to differ materially from
those in forward-looking statements include the disclosures contained in the
Quarterly Report on Form 10-QSB to which this statement is appended as an
exhibit and also include the following:
SUBSTANTIAL LEVERAGE; ABILITY TO SERVICE DEBT
Acadia has substantial indebtedness and, as a result, significant debt
service obligations. Acadia's ability to make payments on its debt
obligations will depend on its future operating performance, which will be
affected by prevailing economic conditions and financial, business and other
factors, certain of which are beyond Acadia's control. If Acadia is unable to
service its indebtedness, it will be required to adopt alternative strategies,
which may include actions such as reducing or delaying capital expenditures,
selling assets, restructuring or refinancing its indebtedness or seeking
additional equity capital. There can be no assurance that any of these
strategies could be affected on satisfactory terms. The degree to which the
Company is leveraged could have important consequences, including: (i) the
Company's ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions or other general corporate purposes
may be impaired; (ii) a substantial portion of the Company's cash flow from
operations may be dedicated to the payment of principal and interest on its
indebtedness, thereby reducing the funds available to the Company for its
operations; (iii) the Company's existing indebtedness contains, and future
financings are expected to contain, financial and other restrictive covenants,
including without limitation those restricting the incurrence of additional
indebtedness, the creation of liens, the payment of dividends, sale of assets,
capital expenditures, and prepayment of indebtedness and those requiring
maintenance of minimum net worth, minimum EBITDA and minimum interest coverage
and limiting leverage; (iv) certain of the Company's borrowings are and will
continue to be at variable rates of interest which expose the Company to the
risk of increases in interest rates; and (v) the Company may be more leveraged
than certain of its competitors, which may place the Company at a relative
competitive disadvantage and make the Company more vulnerable to changes in
its industry and changing economic conditions. As a result of the Company's
level of indebtedness, its financial capacity to respond to market conditions,
extraordinary capital needs and other factors may be limited.
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ACADIA HAS SIGNIFICANTLY CHANGED ITS BUSINESS MODEL
In late 1999, Acadia formed an Internet subsidiary WorldLecture.com and
transferred its business management services operation to another wholly-owned
subsidiary, Acadia National Health Systems, Inc. Acadia implemented its
change in corporate structure to reposition Acadia as an incubator for
entrepreneurs and start-up companies. Due to these recent significant
changes, Acadia is subject to the risk that Acadia will fail to implement its
business model and strategy. This risk is heightened because Acadia's
WorldLecture.com subsidiary is operating in the new and rapidly evolving
e-commerce market. Acadia's historical results of operations do not reflect
our e-commerce offerings. Consequently, Acadia's historical operating results
and pro forma financial information may not be an accurate indication of how
Acadia will perform in the future.
LITIGATION AND GOVERNMENT INVESTIGATIONS
Numerous federal and state civil and criminal laws govern medical billing
activities. In general, these laws provide for various fines, penalties,
multiple damages, assessments and sanctions for violations, including possible
exclusion from Medicare, Medicaid and certain other federal and state
healthcare programs. The Company and its clients from time to time anticipate
that they will receive in the future, official inquiries (including subpoenas,
search warrants, as well as informal requests) concerning particular billing
practices related to the Company and its many clients.
EVOLVING INDUSTRY STANDARDS; RAPID TECHNOLOGICAL CHANGES
The market for the purchase of products and services over the Internet is
a new and emerging market. As an Internet commerce business, Acadia's future
revenues and profits are substantially dependent upon the widespread
acceptance and use of the Internet and other online services as a medium for
commerce by consumers and sellers. If acceptance and growth of Internet use
does not occur, Acadia's business and financial performance will suffer.
Rapid growth in the use of and interest in the Internet and other online
services is a recent phenomenon. This growth may not continue. A sufficiently
broad base of consumers may not adopt or continue to use, the Internet as a
medium of commerce. Demand for and market acceptance of recently introduced
products and services over the Internet are subject to a high level of
uncertainty, and there are few proven products and services. For Acadia's
WorldLecture.com to grow, professionals who historically satisfied their
continuing education requirements through traditional means, such as attending
classroom lectures or conferences, must embrace the delivery of such services
via the Internet.
The Internet has experienced, and is expected to continue to experience,
significant growth in the number of users and amount of traffic. Acadia's
success will depend upon the development and maintenance of the Internet's
infrastructure to cope with this increased traffic. This will require a
reliable network backbone with the necessary speed, data capacity and
security, and the timely development of complementary products, such as
high-speed modems, for providing reliable Internet access and services. The
Internet has experienced a variety of outages and other delays as a result of
damage to portions of its infrastructure and could face such outages and
delays in the future. Outages and delays are likely to affect the level of
Internet usage generally, as well as our ability to provide services to
Acadia's WorldLecture.com and Acadia National Health Systems' customers. In
addition, the Internet could lose its viability due to delays in the
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development or adoption of new standards to handle increased levels of
activity or due to increased government regulation. The adoption of new
standards or government regulation may, however, require Acadia to incur
substantial compliance costs.
The success of Acadia's subsidiary, Acadia National Health Systems, Inc.
will depend in part upon Acadia National Health Systems' continued ability to
enhance its existing products and services, to introduce new products and
services quickly and cost effectively to meet evolving customer needs, to
achieve market acceptance for new product and service offerings and to respond
to emerging industry standards and other technological changes. There can be
no assurance that Acadia, through Acadia National Health Systems, Inc. will
be able to respond effectively to technological changes or new industry
standards. Moreover, there can be no assurance that competitors of Acadia
will not develop competitive products, or that any such competitive products
will not have an adverse effect upon Acadia's operating results. Acadia
National Health Systems, Inc. intends further to refine, enhance and develop
certain of its existing software and billing systems and to change all of the
its billing and accounts receivable management services operations over to its
most proven software systems and technology to reduce the number of systems
and technologies that must be maintained and supported. Moreover, management
intends to continue to implement "best practices" and other established
process improvements in its operations going forward. There can be no
assurance that Acadia National Health Systems will be successful in refining,
enhancing and developing its software and billing systems going forward, that
the costs associated with refining, enhancing and developing such software and
systems will not increase significantly in future periods, that Acadia
National Health Systems will be able successfully to migrate Acadia National
Health Systems' billing and accounts receivable management services operations
to its most proven software systems and technology or that its existing
software and technology will not become obsolete as a result of ongoing
technological developments in the marketplace.
YEAR 2000
It is possible that the Company's currently installed computer systems,
software products or other business systems, or those of the Company's
customers, vendors or resellers, working either alone or in conjunction with
other software or systems, will not accept input of, store, manipulate and
output dates for the year 2000 or thereafter without error or interruption
(commonly known as the "Year 2000" problem). The Company has conducted a
review of its business systems, including its computer systems, and is
querying its customers, vendors and resellers as to their progress in
identifying and addressing problems that their computer systems may face in
correctly interrelating and processing date information which includes usage
of the year 2000. Through its review, the Company has identified a number of
older legacy systems that will be abandoned in favor of a limited number of
more efficient processing systems, rather than make all the systems Year 2000
compatible. Customers, vendors and resellers have been identified and
requests for information distributed regarding the Year 2000 readiness of such
parties. The estimated cost of the Company's Year 2000 efforts was $25,000 to
$30,000 over 1998 and 1999, the majority of which represents redirection of
internal resources. However, there can be no assurance that the Company will
identify all such Year 2000 problems in its computer systems or those of its
customers, vendors or resellers in advance of their occurrence or that the
Company will be able to successfully remedy any problems that are
discovered.
The expenses of the Company's efforts to identify and address such problems,
or the expenses or liabilities to which the Company may become subject as a
result of such problems, could have a material adverse effect on the Company's
business, financial condition and results of operations. The revenue stream
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and financial stability of existing customers may be adversely impacted by
Year 2000 problems, which could cause fluctuations in the Company's revenue.
In addition, failure of the Company to identify and remedy Year 2000 problems
could put the Company at a competitive disadvantage relative to companies that
have corrected such problems.
COMPETITION; INDUSTRY AND MARKET CHANGES
The business of providing billing and management services to physicians
and hospitals is highly competitive. Acadia competes with certain national
and regional physician and hospital reimbursement organizations and billing
businesses (including local independent operating companies), certain national
information and data processing organizations and certain physician groups and
hospitals that provide their own business management services. Potential
industry and market changes that could adversely affect the billing aspects of
Acadia's business include (i) a significant increase in managed care providers
relative to conventional fee for service providers, potentially resulting in
substantial changes in the medical reimbursement process, or the Company's
failure to respond to such changes and (ii) new alliances between healthcare
providers and third party payors in which healthcare providers are employed by
such third party payors. The business of providing application software,
information technology and consulting services is also highly competitive and
Acadia faces competition from certain national and regional companies in
connection with its technology operations. Certain of Acadia's competitors
have longer operating histories and greater financial, technical and marketing
resources than Acadia. There can be no assurance that competition from
current or future competitors will not have a material adverse effect upon
Acadia. The Company's business is affected by, among other things, trends in
the U.S. healthcare industry. As healthcare expenditures have grown as a
percentage of the U.S. Gross National Product, public and private healthcare
cost containment measures have applied pressure to the margins of healthcare
providers. Historically, some healthcare payors have paid the prices
established by providers while other healthcare payors, notably government
agencies and managed care companies, have paid less than established prices
(in many cases less than the average cost of providing the services). As a
consequence, prices charged to healthcare payors willing to pay established
prices have increased in order to recover the cost of services purchased by
government agencies and others but not paid for by them (i.e., "cost
shifting"). The increasing complexity in the reimbursement system and
assumption of greater payment responsibility by individuals have caused
healthcare providers to experience increased accounts receivable and bad debt
levels and higher business office costs. Healthcare providers historically
have addressed these pressures on profitability by increasing their prices, by
relying on demographic changes to support increases in the volume and
intensity of medical procedures and by cost shifting. Notwithstanding the
providers' responses to these pressures, management believes that the revenue
growth rate experienced by certain of the Company's clients continues to be
adversely affected by increased managed care and other industry factors
affecting healthcare providers in the United States. At the same time, the
process of submitting healthcare claims for reimbursement to third party
payors in accordance with applicable industry and regulatory standards
continues to grow in complexity and to become more costly. Management
believes that these trends have adversely affected and could continue to
adversely affect the revenues and profit margins of the Company's operations.
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GOVERNMENTAL INVESTIGATORY RESOURCES AND HEALTHCARE REFORM
The federal government in recent years has placed increased scrutiny on
the billing practices of healthcare providers and related entities, and
particularly on possibly fraudulent billing practices. This heightened
scrutiny has resulted in a number of high profile civil and criminal
investigations, lawsuits and settlements. In 1996, Congress enacted the
Health Insurance Portability and Accounting Act of 1996, Pub. L. No. 104 191,
1996 U.S.C.C.A.N. (110 Sat. 1936) (codified in scattered sections of the
United States Code, including 18, 26, 29 and 42 U.S.C.), which includes an
expansion of provisions relating to fraud and abuse, creates additional
criminal offenses relating to healthcare benefit programs, provides for
forfeitures and asset freezing orders in connection with such healthcare
offenses and contains provisions for instituting greater coordination of
federal, state and local enforcement agency resources and actions. In recent
years, the focus of healthcare legislation has been on budgetary and related
funding mechanism issues. Both the Congress and the Clinton Administration
have made proposals to reduce the rate of increase in projected Medicare and
Medicaid expenditures and to change funding mechanisms and other aspects of
both programs. In late 1995, Congress passed legislation that would
substantially reduce projected expenditure increases and would make
significant changes in the Medicare and Medicaid programs. Acadia cannot
predict the effect of pending legislation, if adopted, on its operations. A
number of states in which Acadia has operations either have adopted or are
considering the adoption of healthcare reform proposals at the state level.
Acadia cannot predict the effect of proposed state healthcare reform laws on
its operations. Additionally, certain reforms are occurring in the healthcare
market, including certain employer initiatives such as creating purchasing
cooperatives and contracting for healthcare services for employees through
managed care companies (including health maintenance organizations), and
certain provider initiatives such as risk sharing among healthcare providers
and managed care companies through capitated contracts and integration among
hospitals and physicians into comprehensive delivery systems. Consolidation
of management and billing services through integrated delivery systems may
result in a decrease demand for Acadia National Health Systems' billing
services for particular physician practices.
EXISTING GOVERNMENT REGULATION
Existing government regulation can adversely affect the business of
Acadia's subsidy through, among other things, its potential to reduce the
amount of reimbursement received by Acadia National Health Systems' clients
for healthcare services. Acadia's medical billing activities are also
governed by numerous federal and state civil and criminal laws. In general,
these laws provide for various fines, penalties, multiple damages, assessments
and sanctions for violations, including possible exclusion from Medicare,
Medicaid and certain other federal and state healthcare programs. Submission
of claims for services or procedures that are not provided as claimed, or
which otherwise violate the regulations, may lead to civil monetary penalties,
criminal fines, imprisonment and/or exclusion from participation in Medicare,
Medicaid and other federally funded healthcare programs. Specifically, the
Federal False Claims Act allows a private person to bring suit alleging false
or fraudulent Medicare or Medicaid claims or other violations of the statute
and for such person to share in any amounts paid to the government in damages
and civil penalties. Successful plaintiffs can receive up to 25-30% of the
total recovery from the defendant. Such qui tam actions or "whistle blower"
lawsuits have increased significantly in recent years and have increased the
risk that a company engaged in the healthcare industry, such as Acadia and
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many of its customers, may become the subject of a federal or state
investigation, may ultimately be required to defend a false claims action, may
be subjected to government investigation and possible criminal fines, may be
sued by private payors and may be excluded from Medicare, Medicaid and/or
other federally funded healthcare programs as a result of such an action.
Some state laws also provide for false claims actions, including actions
initiated by a qui tam plaintiff. Any such proceeding or investigation could
have a material adverse effect upon the Company. There can be no assurance
that current or future government regulations or healthcare reform measures
will not have a material adverse effect upon Acadia's business.
VOLATILITY OF STOCK PRICE
Acadia believes factors such as the Company's liquidity and financial
resources, the general volatility of Internet-related stocks, healthcare
reform measures and quarter-to-quarter and year-to-year variations in
financial results could cause the market price of Acadia common stock to
fluctuate substantially. Any adverse announcement with respect to such
matters or any shortfall in revenue or earnings from levels expected by
management could have an immediate and material adverse effect on the trading
price of Acadia common stock in any given period. As a result, the market for
Acadia common stock may experience material adverse price and volume
fluctuations and an investment in the Company's common stock is not suitable
for any investor who is unwilling to assume the risk associated with any such
price and volume fluctuations.
