UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): September 15, 2000
CYBER-CARE, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 0-20356 65-0158479
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(State of other jurisdiction (Commission File Number) (IRS Employer ID
of incorporation) Number)
1903 S. CONGRESS AVENUE, SUITE 400, BOYNTON BEACH, FLORIDA 33426
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(Address of principal executive offices)
Registrant's telephone number, including area code: 561-737-2227
<PAGE>
Item 2. Acquisition or Disposition of Assets
(a) Description of Disposition of Certain Assets
On September 15, 2000, effective September 2, 2000, Cyber-Care, Inc.
(the "Company") entered into a stock purchase agreement (the
"Agreement") whereby it sold its air ambulance segment for $8.5
million plus assumption of all debt to a former member of the Board
of Directors of Cyber-Care, Inc. and to Air Response Medical
Transport Corp. Under the terms of the transaction, the purchasers
paid $2.4 million in Cyber-Care common stock and issued a short-term
note bearing interest at 10% for $6.1 million, which is
collateralized by substantially all of the air ambulance assets. The
buyers also assumed all of the air ambulance debt, aggregating
approximately $17 million.
The Company is accounting for this sale as discontinued operations
and is deferring any gain until the purchasers pay off or have a
firm commitment to obtain funding necessary to pay off the note.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Not applicable
(b) Pro forma financial information:
(i) Pro Forma Condensed Consolidated Balance Sheet as of June
30, 2000.
(ii) Pro Forma Condensed Consolidated Statement of Operations
for the six months ended June 30, 2000.
(iii) Pro Forma Condensed Consolidated Statement of Operations
for the year ended December 31, 1999.
(iv) Notes to Pro Forma Condensed Consolidated financial
statements as of June 30, 2000 and December 31, 1999.
The unaudited pro forma condensed consolidated balance sheet as of June
30, 2000 assumes the sale occurred on June 30, 2000. The unaudited pro forma
condensed consolidated statement of operations for the six months ended June 30,
2000 and for the year ended December 31, 1999 give effect to the disposition as
if it occurred on December 31, 1998. The pro forma information is based on the
historical financial statements of Air Response North, Inc., Global Air Charter,
Inc., Global Air Rescue, Inc. and Cyber-Care, Inc. and subsidiaries after giving
effect to the proposed transaction and the assumptions and adjustments in the
accompanying notes to the pro forma condensed consolidated financial statements
and are not necessarily indicative of the financial position or results of
operations of the Company that would have actually occurred had the transaction
been in effect as of the date or for the periods presented. In addition, it
should be noted that the Company's historical financial statements will reflect
the disposition only from September 2, 2000, the effective date of the
disposition. The pro forma condensed consolidated financial statements have been
prepared on the basis of preliminary estimates. The pro forma financial
information should be read in conjunction with the Company's historical
financial statements, including notes thereto, which are incorporated herein by
reference.
(c) Exhibits
EXHIBIT NUMBER DESCRIPTION
2 Stock purchase agreement by and among
Cyber-Care, Inc., MIOA Acquisition Corp. I,
Air Response North, Inc., Global Air
Charter, Inc., Global Air Rescue, Inc. and
Air Response Medical Transport Corp. and
Louis R. Capece, Jr. dated September 15,
2000.
Date: September 28, 2000 By: /s/ ARTHUR KOBRIN
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Arthur Kobrin
Chief Accounting Officer
2
<PAGE>
Cyber-Care, Inc.
Proforma Condensed Consolidated Balance Sheet
As of June 30, 2000
<TABLE>
<CAPTION>
CYBER-CARE,
INC. PRO FORMA
AS REPORTED ADJUSTMENTS (A) PROFORMA
-------------------------------------------------------------
<S> <C> <C> <C>
Current Assets
Cash, cash equivalents, and marketable securities $30,709,000 ($117,000) $30,592,000
Accounts receivable, net 7,221,000 (2,097,000) 5,124,000
Net assets of discontinued operations 0 8,344,000 8,344,000
Inventories of medical supplies 2,561,000 (35,000) 2,526,000
Prepaid expenses and other current assets 2,348,000 (302,000) 2,046,000
-------------------------------------------------------------
Total current assets 42,839,000 5,793,000 48,632,000
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Property and equipment
Aircraft and related equipment 24,429,000 (24,429,000) 0
Other equipment 3,170,000 (778,000) 2,392,000
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27,599,000 (25,207,000) 2,392,000
Less: accumulated depreciation and amortization 3,951,000 (3,309,000) 642,000
-------------------------------------------------------------
Net property and equipment 23,648,000 (21,898,000) 1,750,000
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Other assets
Investments 1,631,000 0 1,631,000
Intangibles 20,318,000 (3,321,000) 16,997,000
Other assets 3,940,000 (165,000) 3,775,000
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Total other assets 25,889,000 (3,486,000) 22,403,000
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Total assets $92,376,000 ($19,591,000) $72,785,000
=============================================================
Current Liabilities
Accounts payable and accrued expenses $5,235,000 ($2,219,000) $3,016,000
Lines of credit and notes payable and long-term 1,790,000 (822,000) 968,000
Other current liabilities 183,000 0 183,000
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Total current assets 7,208,000 (3,041,000) 4,167,000
Notes payable and long-term debt, less current maturities 14,208,000 (14,150,000) 58,000
Convertible subordinated debentures 0 0 0
Other long-term liabilities 167,000 0 167,000
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Total liabilities 21,583,000 (17,191,000) 4,392,000
Shareholders' equity 70,793,000 (2,400,000) 68,393,000
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Total liabilities and shareholders equity $92,376,000 ($19,591,000) $72,785,000
=============================================================
</TABLE>
See accompanying notes to pro forma condensed combined financial statements
3
<PAGE>
Cyber-Care, Inc.
Pro forma Condensed Consolidated Statement of Operations
For the six months ended June 30, 2000
<TABLE>
<CAPTION>
CYBER-CARE,
INC. PRO FORMA
AS REPORTED ADJUSTMENTS PROFORMA
----------------------------------------------------
<S> <C> <C> <C>
Revenue $20,442,000 ($10,847,000) $9,595,000
----------------------------------------------------
Cost and expenses:
Technology research and development and startup costs 8,571,000 0 8,571,000
Other costs and expenses 18,314,000 (10,713,000) 7,601,000
----------------------------------------------------
Total cost and expenses 26,885,000 (10,713,000) 16,172,000
----------------------------------------------------
Operating loss (6,443,000) (134,000) (6,577,000)
Other expenses - net 3,646,000 (817,000) 2,829,000
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Loss from continuing operations (10,089,000) 683,000 (9,406,000)
Loss from discontinued operation of air ambulance segment 0 (683,000) (683,000)
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Net loss ($10,089,000) $0 ($10,089,000)
====================================================
Basic and diluted loss per share
Loss from continuing operations ($0.18) ($0.16)
Loss from discontinued operations 0 (0.02)
--------------- ---------------
Net loss ($0.18) (0.18)
=============== ===============
Weighted average common shares outstanding 57,493,000 57,493,000
=============== ===============
</TABLE>
See accompanying note to pro forma condensed combined financial statements
4
<PAGE>
Cyber-Care, Inc.
Proforma Condensed Consolidated Statement of Operations
For the year ended December 31, 1999
<TABLE>
<CAPTION>
PRO FORMA
AS FILED ADJUSTMENT PROFORMA
---------------------------------------------------------
<S> <C> <C> <C>
Revenue $37,899,705 ($21,055,338) $16,844,367
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Cost and expenses:
Technology research and development and startup costs 5,400,690 0 5,400,690
Other costs and expenses 32,264,699 (19,160,467) 13,104,232
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Total cost and expenses 37,665,389 (19,160,467) 18,504,922
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Operating loss 234,316 (1,894,871) (1,660,555)
Other expenses - net 9,776,940 (1,440,261) 8,336,679
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Loss from continuing operations (9,542,624) (454,610) (9,997,234)
Loss from discontinued operations 1,265,827 (454,610) 811,217
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Net loss ($10,808,451) $0 ($10,808,451)
=========================================================
Basic and diluted loss per share
Loss from continuing operations (0.29) (0.30)
Loss from discontinued operations (0.04) (0.03)
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Net loss (0.33) (0.33)
=================== ====================
Weighted average common shares outstanding 32,883,000 32,883,000
=================== ====================
</TABLE>
See accompanying notes to pro forma condensed combined financial statements
5
<PAGE>
Cyber-Care, Inc.
NOTES TO PRO-FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As of June 30, 2000 and December 31, 1999
1. PRO-FORMA ADJUSTMENTS
The accompanying pro forma condensed consolidated financial statements
give effect to the following pro forma adjustments necessary to reflect
the sale outlined in the preceding introduction as if the transaction
occurred at the dated indicated in the introduction.
A) To reflect all assets and liabilities of air ambulance segment as
discontinued operations.
B) To reflect all revenue and expenses of air ambulance segment as
discontinued operations.
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