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<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 25, 1999
CAPRIUS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-11914 22-2457487
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
46 Jonspin Road, Wilmington, Massachusetts
01887 (Address of principal executive
offices)
Registrant's Telephone Number including Area Code: (978) 657-8876
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Form 8-K filed on March 26, 1999
and Form 8-K filed on April 27, 1999 as set forth in the pages attached hereto:
(List all such items, financial statements, exhibits or other portions
amended.)
1. Item 7, page 2 - Amended to include the Pro Forma Financial
Statements of Caprius, Inc. ("the Company") adjusted for the sale of the
Company's rehabilitation business and its Aurora technology.
<PAGE> 2
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Pro Forma Condensed Financial Information
The following unaudited pro forma condensed financial statements set forth the
financial position as of December 31, 1998, as if the sale of the Company's
rehabilitation business and its Aurora dedicated breast MRI technology business
had occurred on that date, and the results of operations for the three months
ended December 31, 1998 and the twelve months ended September 30, 1998, as if
the sale had occurred as of October 1, 1998 and October 1, 1997, respectively.
The pro forma condensed financial statements do not purport to represent what
Caprius' financial position or results of operations would actually have been if
the sale had occurred on October 1, 1998 or October 1, 1997, or to project
Caprius' financial position or results of operations for any future date or
period. The financial statements filed under part (a) of this item should be
read in conjunction with these pro forma condensed financial statements.
2
<PAGE> 3
CAPRIUS, INC.
PRO FORMA CONDENSED BALANCE SHEET
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
As of December 31, 1998
--------------------------------------
Historical Pro Forma
---------- -------------------------
Caprius,
Inc. Adjustments Pro Forma
---------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents 1,522 663 2,185
Accounts receivable, net 2,789 (2,523) 266
Note receivable 505 505
Inventory 721 (721) 0
Other current assets 639 (399) 240
------- ------- --------
Total current assets 5,671 (2,475) 3,196
------- ------- --------
Property and equipment, net 3,194 (2,762) 432
Goodwill, net 1,010 (311) 699
Other intangibles, net 1,161 (1,161) 0
Other 33 (18) 15
------- ------- --------
11,069 (6,727) 4,342
======= ======= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable 549 (356) 193
Accrued expenses 920 (684) 236
Accrued compensation 355 (268) 87
Current portion of long-term debt and
capital lease obligations 1,036 (838) 198
------- ------- --------
Total current liabilities 2,860 (2,146) 714
------- ------- --------
Long-term Debt and Capital Lease Obligations, Net
of Current Portion 1,182 (972) 210
Stockholders' Equity:
Preferred stock 2,700 - 2,700
Common stock 73 - 73
Additional paid-in capital 63,562 - 63,562
Accumulated deficit (59,306) (3,609) (62,915)
------- ------- --------
7,029 (3,609) 3,420
Less: Treasury stock, at cost (2) - (2)
------- ------- --------
Total stockholders' equity 7,027 (3,609) 3,418
------- ------- --------
11,069 (6,727) 4,342
======= ======= ========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
-3-
<PAGE> 4
CAPRIUS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
December 31, 1998
--------------------------------------
Historical Pro Forma
---------- -------------------------
Caprius,
Inc. Adjustments Pro Forma
---------- ----------- ---------
<S> <C> <C> <C>
Revenues:
Net patient service revenue 1,145 (721) 424
------- ------- --------
Total revenues 1,145 (721) 424
------- ------- --------
Operating Expenses:
Cost of service operations 971 (674) 297
Research and development 425 (425) -
Selling, general and administrative 869 (476) 393
Provision for bad debt and collection costs 123 (108) 15
Loss (gain) on sale of imaging 13 (13) 0
------- ------- --------
Total operating costs 2,401 (1,696) 705
------- ------- --------
Operating loss from continuing operations (1,256) 975 (281)
Interest income 16 - 16
Interest expense (59) 46 (13)
------- ------- --------
Loss from continuing operations before
provision for taxes (1,299) 1,021 (278)
Provision for income taxes - - -
------- ------- --------
Net loss (1,299) 1,021 (278)
======= ======== ========
</TABLE>
The a companying notes are an integral part of these condensed
financial statements.
-4-
<PAGE> 5
CAPRIUS, INC.
PRO FORMA CONDENSED STATEMENT OF OPERATIONS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Twelve Months Ended
September 30, 1998
--------------------------------------
Historical Pro Forma
---------- -------------------------
Caprius,
Inc. Adjustments Pro Forma
---------- ----------- ---------
<S> <C> <C> <C>
Revenues:
Net patient service revenue 3,764 (3,459) 305
------- ------- --------
Total revenues 3,764 (3,459) 305
------- ------- --------
Operating Expenses:
Cost of service operations 3,617 (3,299) 318
Selling, general and administrative 5,166 (3,142) 2,024
Research and development 2,951 (2,951) 0
Purchased research and development 7,098 (7,098) 0
Provision for bad debt and collection costs 340 (343) (3)
Loss on sale of imaging business 265 (265) 0
Write down of intangibles 1,900 (1,900) 0
------- ------- --------
Total operating costs 21,337 (18,998) 2,339
------- ------- --------
Operating (loss) income from continuing
operations (17,573) 15,539 (2,034)
Other income 3 3
Interest income 328 (2) 326
Interest expense (219) 108 (111)
------- ------- --------
Income from continuing operations before equity in loss
of subsidiary, provision for taxes and loss on disposal
of discontinued division (17,461) 15,645 (1,816)
Equity in net loss of subsidiary (67) 67 0
------- ------- --------
Loss from continuing operations before income taxes (17,528) 15,712 (1,816)
Provision for income taxes (98) (98)
------- ------- --------
Loss from continuing operations (17,626) 15,712 (1,914)
Gain on disposal of discontinued division 107 107
------- ------- --------
Net loss (17,519) 15,712 (1,807)
======= ======= ========
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
-5-
<PAGE> 6
CAPRIUS, INC.
NOTES TO PRO FORMA CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Basis of Presentation The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries, including
controlled partnerships. All significant intercompany transactions have
been eliminated.
The pro forma adjustments reflect the sale of the Company's rehabilitation
business and the sale of the Aurora dedicated breast MRI business. The pro
forma adjustments also reflect the continuing effect from the sale of the
Company's imaging services business in February 1997.
Note 2. Pro Forma Adjustments to Pro Forma Condensed Balance Sheet
<TABLE>
<CAPTION>
As of December 31, 1998
------------------------------
(In Thousands, except in text)
Debit (Credit)
<S> <C>
Net consideration received for sale of the rehabilitation
business
Note receivable 900
Transaction costs (25)
To record payoff of seller note
Current portion of long-term debt and
capital lease obligations 338
Interest expense 57
Note receivable (395)
Remove accounts of Rehabilitation Services Business
Cash and cash equivalents (47)
Accounts receivable (2,450)
Other current assets (32)
Equipment, building, furniture & leasehold improvements (256)
Goodwill, net (311)
Accounts payable 72
Accrued expenses 498
Accrued compensation 101
Record loss on sale of Rehabilitation Services Business
Accumulated deficit 1,550
Net consideration received for sale of Aurora Technology
Cash 779
Remove accounts of Aurora Technology Business
Cash (44)
Accounts receivable (73)
Inventories (721)
Other current assets (367)
Equipment, building, furniture & leasehold improvements (2,506)
Goodwill, net 0
Other intangibles, net (1,161)
Other assets (18)
Accounts payable 284
Accrued expenses 186
Accrued compensation 167
Current portion of long-term debt and cap leases 500
Long-term debt and capital lease obligations, less current 972
Record loss on sale of Aurora Imaging Technology
Accumulated deficit 2,002
</TABLE>
-6-
<PAGE> 7
Note 3. Pro Forma Adjustments to Pro Forma Condensed Statements of Loss
<TABLE>
<CAPTION>
Three months ended Twelve months ended
December 31, 1998 September 30, 1998
----------------------------- ------------------------------
(In Thousands, except in text) (In Thousands, except in text)
Debit (Credit) Debit (Credit)
<S> <C> <C>
Remove income from Rehabilitation Services Business
Net patient service revenue 624 3,157
Cost of service operations (514) (2,869)
Selling, general and administrative (159) (551)
Provision for bad debt and collection costs (94) (246)
Interest income 2
Interest expense (83)
Write down of intangibles (1,900)
Remove loss on sale of imaging services business
Loss on sale of imaging business (13) (265)
Remove loss from Aurora Technology
Net patient service revenue 97 302
Cost of service operations (160) (430)
Research & development (425) (2,951)
Purchased research & development (7,098)
Selling, general and administrative (317) (2,591)
Provision for bad debt and collection costs (14) (97)
Interest expense (46) (108)
Equity in net loss of subsidiary (67)
</TABLE>
-7-
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Caprius, Inc.
(Registrant)
Date: May 25, 1999 By: /s/ Steven J. James
-----------------------
Steven J. James
Chief Financial Officer
-8-
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