SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2000
SIMIONE CENTRAL HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Delaware 000-22162 22-3209241
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
6600 Powers Ferry Road 30339
Atlanta, Georgia (Zip Code)
(Address of principal executive offices)
Registrant's telephone number including area code (770) 644-6700
1218114v1
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ITEM 5. OTHER EVENTS.
On March 29, 2000, Simione Central Holdings, Inc. ("Simione Central"),
issued a press release regarding its Enterprise Application Partnership
Licensing Agreement with Confer Software. On March 30, 2000, Simione Central
issued a press release regarding its 1999 financial results. Simione Central
hereby incorporates by reference herein the information set forth in its press
releases dated March 29, 2000 and March 30, 2000, copies of which are annexed
hereto as Exhibits 99.1 and 99.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Exhibit
Number Description
- -------- ------------
99.1* Press Release dated March 29, 2000
99.2* Press Release dated March 30, 2000.
- ---------------------
* Filed herewith.
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SIGNATURES
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 hereunto duly authorized.
SIMIONE CENTRAL HOLDINGS, INC.
Date: March 30, 2000 By: /s/ George M. Hare
---------------------------------
George M. Hare
Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
- -------------- ------------
99.1 Press Release dated March 29, 2000
99.2 Press Release dated March 30, 2000
EXHIBIT 99.1
Wednesday March 29, 9:21 am Eastern Time
Company Press Release
SOURCE: Simione Central Holdings, Inc.
Simione Central Holdings, Inc. and Confer Software Partner to Develop
Business-to-Business eCare Solutions for the Home Care Market
ATLANTA and REDWOOD CITY, Calif., March 29 /PRNewswire/ -- Simione Central
Holdings, Inc. (Nasdaq: SCHI - news) and Confer Software today announced they
have entered into an Enterprise Application Partnership Licensing Agreement.
Confer Software provides eCare solutions -- Internet-based applications to
optimize care management -- that enable document-centric, rule-based workflow
processes to be quickly defined, implemented and managed via the Web. Under the
agreement, Simione will use Confer's patented eProcess technology for eCare --
the ConferWeb(TM) Platform -- to develop business-to-business software
applications for automating a wide range of intra- and inter-company
transactions among home care providers, suppliers, payors, and physicians. These
"B-to-B" applications will allow Simione's customers to more effectively and
securely exchange information between Simione's suite of market-leading software
applications for home care providers and third-party applications using the
Internet.
"We have already identified a number of projects for use of the ConferWeb
system based on feedback from our STAT 2, MestaMed and Smart Clipboard
customers, as well as our Simione Consulting division," said Bruce Dewey,
president and chief executive officer of Simione Central Holdings, Inc. "We
anticipate that the development of a variety of integrated, ConferWeb-based
applications to automate business-to-business management processes will
significantly enhance the utility of the Simione suite of software products."
Using Confer's technology to develop integrated, Web-based, inter-company
applications is particularly valuable in the rapidly evolving home care market,
according to Charles Mead, M.D., chief science and technology officer of Simione
Central Holdings, Inc.
"Simione is committed to providing its customers with state-of-the-art
software tools and services to facilitate their transition from visit-based,
cost reimbursement to managed care, as well as the long-awaited Prospective
Payment System (PPS) due from HCFA in October 2000," said Mead. "In the new
paradigm of home healthcare, providers need to increase productivity by
implementing and automating more highly structured operational and clinical
processes. Confer's eCare technology will greatly facilitate our ability to
deliver next-generation software solutions that should help tame the
disconnected, distributed, and inefficient world of home care."
Simione provides a complete range of information solutions to an installed
customer base of more than 2,500 home care providers nationwide. Simione's
customers range from independent home health agencies to divisions of integrated
delivery systems encompassing multiple home care disciplines, including home
health, home medical equipment and home infusion.
"Simione Central Holdings' endorsement of the ConferWeb Platform further
validates our patented eProcess technology," said Dale Sakai, president and
chief executive officer of Confer Software. "By building their applications on
ConferWeb, Simione will enable even more healthcare organizations to experience
the dramatic benefits that Confer's eCare solutions continue to bring to the
industry."
About Confer Software
Based in Redwood City, Calif., Confer Software provides eCare solutions for
disease management, case management, utilization management, wellness, and
self-care, that interoperate on its patented ConferWeb(TM) technology -- the
healthcare industry's first and most advanced process automation platform.
Confer solutions securely coordinate the interactions among payors, providers,
suppliers and healthcare consumers, delivering improved quality of care and
outcomes, while drastically lowering clinical and administrative costs.
Available at a customer's site or hosted remotely though the company's alliance
with Exodus Communications, Confer's solutions are used by major healthcare
organizations including Anthem Blue Cross Blue Shield, Mercy Health Services/GNA
and Magellan Health.
About Simione Central Holdings, Inc.
Simione Central provides information systems and consulting to hundreds of
customers nationwide. Simione Central provides freestanding, hospital-based and
multi-office home health care providers (including certified, private duty,
staffing, HME, IV therapy, and hospice) with complete information solutions that
address all aspects of home care operations. With offices nationwide, the
company is headquartered in Atlanta.
Note regarding Private Securities Litigation Reform Act: Statements made in this
press release which are not historical facts, including projections, statements
of plans, objectives, expectations, or future economic performance, are
forward-looking statements that involve risks and uncertainties and are subject
to the safe harbor created by the Private Securities Litigation Reform Act of
1995. The merger is subject to several conditions, including regulatory and
shareholder approval. No assurance can be given that the merger will be
completed on a timely basis, if at all. In addition, Simione's future financial
performance could differ significantly from that set forth herein, and from the
expectations of management. Important factors that could cause the Simione's
financial performance to differ materially from past results and from those
expressed in any forward-looking statements include, without limitation,
variability in quarterly operating results, customer concentration, product
acceptance, long sales cycles, long and varying delivery cycles, Simione's
dependence on business partners, emerging technological standards, risks
associated with acquisitions, risks associated with the Year 2000 problem and
risk factors detailed from time to time in Simione's periodic reports filed with
the Securities and Exchange Commission. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of their
dates.
SOURCE: Simione Central Holdings, Inc.
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
Contact:
R. Bruce Dewey
President and CEO
(770) 644-6700
Simione Central Holdings, Inc. Announces Fourth Quarter and Annual 1999 Results
Atlanta, GA, March 29, 1999- Simione Central Holdings, Inc. (NASDAQ: SCHI - D),
a leading home health care information systems and services provider, today
announced results for the three months and year ended December 31, 1999.
Financial statements for the year ended December 31,1998 reflect changes in
reporting classification of non-recurring charges to allow consistent comparison
to the December 31,1999 financial statements. Earnings per share data has been
adjusted to reflect the one for five reverse split effected on March 7, 2000.
For the fourth quarter ended December 31, 1999, total revenues were $5.5 million
compared with total revenues of $5.2 million during the fourth quarter of 1998,
or a 6.4% increase. Fourth quarter 1999 loss from operations before
non-recurring charges was $5.1 million, or $2.93 per share, compared with fourth
quarter 1998 loss from operations before non-recurring charges of $4.5 million,
or $2.66 per share. Fourth quarter 1999 loss from operations including
non-recurring charges was $5.1 million, or $2.93 per share, compared with fourth
quarter 1998 loss from operations including non-recurring charges of $2.4
million, or $1.39 per share. The non-recurring charges incurred during the
fourth quarter of 1998 were due to one-time restructuring costs associated with
the termination of Simione's contracts with Columbia/HCA.
For the year ended December 31, 1999, total revenues were $25.8 million compared
with total revenues of $41.6 million for the year ended December 31, 1998, or a
38.1% decrease. Loss from operations before non-recurring charges for the year
ended December 31, 1999 was $10.4 million, or $5.95 per share, compared with
loss from operations before non-recurring charges for the year ended December
31, 1998 of $7.4 million, or $4.32 per share. Loss from operations including
non-recurring charges for the year ended December 31, 1999 was $10.4 million, or
$5.95 per share, compared with the loss from operations including non-recurring
charges for the year ended December 31, 1998 of $12.2 million, or $7.11 per
share. The non-recurring charges incurred during 1998 were due to one-time
restructuring costs associated with the termination of the Columbia/HCA
contracts and the decision to eliminate certain legacy development projects.
Reduction of operating costs was a major initiative during 1999. To that
objective, consolidation of office space and reduction of related office rental
expense were a specific target. As of January 1999, the prior years'
combinations of the Dezine, Benchmark, Simione Consulting, InfoMed and Kiyo
businesses resulted in the Company having twelve locations with fixed office
rents and related costs of approximately $2.3 million annually. As of January
2000, after the acquisition of the Tropical and CareCentric businesses and
before the merger with MCS, which was completed on March 7, 2000, the Company
had nine locations with fixed office rents and related costs of approximately
$1.6 million annually. Cost reduction programs are currently in progress to
further consolidate office space in New Jersey and California resulting in an
additional annual reduction of $100,000 in office rents and related costs.
Simione Central provides information systems and consulting services to over
2,500 customers. Simione Central provides freestanding, hospital-based and
multi-office home health care providers (including certified, private duty,
staffing, HME, IV therapy, and hospice) complete information solutions that
address all aspects of home care operations. With offices nationwide, the
company is headquartered in Atlanta, Georgia. With the recently completed merger
with MestaMed (MCS), Simione Central is the most experienced HME management
information systems vendor in the alternate site marketplace.
Note regarding Private Securities Litigation Reform Act: Statements made in this
press release which are not historical facts, including projections, statements
of plans, objectives, expectations, or future economic performance, are forward
looking statements that involve risks and uncertainties and are subject to the
safe harbor created by the Private Securities Litigation Reform Act of 1995. The
Company's future financial performance could differ significantly from that set
forth herein, and from the expectations of management. Important factors that
could cause the Company's financial performance to differ materially from past
results and from those expressed in any forward looking statements include,
without limitation, variability in quarterly operating results, customer
concentration, product acceptance, long sales cycles, long and varying delivery
cycles, the Company's dependence on business partners, emerging technological
standards, risks associated with acquisitions and the risk factors detailed from
time to time in the Company's Registration Statement on Form S-4 (File No.
333-96529) and in the Company's periodic reports filed with the Securities and
Exchange Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates.
- - FINANCIAL HIGHLIGHTS FOLLOW - -
SIMIONE CENTRAL HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF LOSS (unaudited)
($ in thousands)
<TABLE>
<CAPTION>
<S> <C> <C>
Three Months Ended December 31, Year Ended December 31,
-------------------------------------- --------------------------------------
1999 1998 1999 1998
----------------- --------------- ----------------- -----------------
(unaudited) (unaudited)
Net revenues:
Software and services 3,361 1,960 14,693 27,523
Agency support 139 1,050 1,541 6,936
Consulting services 2,004 1,412 7,299 6,437
Columbia settlement fee - 750 2,250 750
----------------- --------------- ----------------- -----------------
Total net revenues 5,504 5,172 25,783 41,646
Costs and expenses:
Cost of revenues 3,690 4,986 16,446 26,091
Selling, general and administrative 4,452 2,712 13,346 13,823
Research and development 1,260 1,415 3,968 6,741
Amortization and depreciation 1,135 615 3,546 2,392
Restructuring and other charges - (2,162) (1,140) 5,011
----------------- --------------- ----------------- -----------------
Total costs and expenses 10,537 7,566 36,166 54,058
----------------- --------------- ----------------- -----------------
Loss from operations (5,033) (2,394) (10,383) (12,412)
Other income (expense):
Interest expense (125) (108) (242) (183)
Interest and other income 17 120 204 424
----------------- --------------- ----------------- -----------------
Net loss (5,141) (2,382) (10,421) (12,171)
================= =============== ================= =================
Net loss per share - basic and diluted (2.93) (1.39) (5.95) (7.11)
================= =============== ================= =================
Weighted average common shares - basic and
diluted 1,757 1,709 1,750 1,709
================= =============== ================= =================
</TABLE>
