<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1999
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission File Number 0-26390
CELERIS CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1545493
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
1801 WEST END AVENUE
SUITE 750
NASHVILLE, TN 37203
(615) 341-0223
(Address including zip code, of Registrant's
principal executive offices and telephone
number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and has been subject to such filing requirements
for the past 90 days. [X] Yes [ ] No
As of April 30, 1999 there were 9,419,429 shares of the registrant's common
stock outstanding.
<PAGE> 2
CELERIS CORPORATION
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Item 1. Financial Statements (Unaudited)
<S> <C>
Condensed Consolidated Balance Sheets as of March 31, 1999 and December 31, 1998 ...............................1
Condensed Consolidated Statements of Operations For the Three Months
Ended March 31, 1999 and 1998 .........................................................................2
Condensed Consolidated Statements of Cash Flows For the Three Months
Ended March 31, 1999 and 1998 .........................................................................3
Notes to Condensed Consolidated Financial Statements ...........................................................4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..................7
Item 3. Quantitative and Qualitative Disclosures About Market Risks ...........................................10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings .....................................................................................10
Item 2. Changes in Securities and Use of Proceeds .............................................................11
Item 3. Defaults Upon Senior Securities .......................................................................11
Item 4. Submission of Matters to a Vote of Security Holders ...................................................11
Item 5. Other Information .....................................................................................11
Item 6. Exhibits and Reports on Form 8-K ......................................................................11
</TABLE>
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995.
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements include statements regarding intent, belief or current expectations
of Celeris Corporation (the "Company") and its management. Such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties that may cause the Company's actual results to differ materially
from the results discussed in the forward-looking statements. Risks and
uncertainties that might cause such differences include, but are not limited to:
(1) the Company's ability to control costs and keep increases in expenditures
below revenue growth, if any, to achieve profitability and positive cash flow;
(2) the Company's lack of an operating history in the clinical research services
market on which to base expectations for future performance; (3) uncertainty of
market acceptance of the Company's clinical research services; (4) fluctuations
in quarterly operating results as a result of delays in implementing or
termination of particular clinical trials; (5) the Company's dependence on the
amount of research and development activities, particularly clinical trials, of
pharmaceutical, medical device and biotechnology companies; (6) intense
competition in the market for clinical research services; (7) cancellations or
delays of contracts by the client which may leave the Company with excess
capacity; (8) challenges presented by the Company's new clinical research
operations, which will require the Company to attract and integrate new key
employees and to develop new operational and financial systems, procedures and
controls; (9) the Company's dependence on regulation of the pharmaceutical,
medical device and biotechnology industries; (10) a material portion of the
Company's future revenue is dependent on a single client; (11) the possibility
of adverse outcomes related to the Company's shareholder lawsuits, SEC
investigation or declaratory action by the underwriters of the Company's
directors' and officers' insurance policies; and (12) risks associated with the
Company's discontinued operations, including the failure to realize the
Company's assumptions regarding estimated charges and performance of the assets
sold. The forward-looking statements herein are qualified in their entirety by
the cautionary statement and risk factors set forth in Item 1, under the caption
"Cautionary Statement and Risk Factors," of the Company's Annual Report on Form
10-K, dated March 30, 1999. A copy of the Form 10-K may be obtained from the
Public Reference Branch of the SEC at 450 Fifth Street NW, Washington, DC at
prescribed rates.
<PAGE> 3
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
CELERIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
(UNAUDITED) (AUDITED)
----------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9,114,580 $ 8,138,542
Short-term investments 4,080,079 7,083,851
Accounts receivable, net of allowance of $213,000 and $172,000 1,651,494 1,516,712
Other current assets 370,655 412,360
------------ -----------
Total current assets 15,216,808 17,151,465
Net furniture, fixtures and equipment 1,233,881 1,012,986
------------ -----------
Total assets $ 16,450,689 $18,164,451
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 1,329,663 $ 1,024,837
Deferred revenue and payables 518,681 398,653
Accrued compensation 323,761 279,853
Net current liabilities of discontinued operations 3,037,375 4,256,332
------------ -----------
Total current liabilities 5,209,480 5,959,675
COMMITMENTS AND CONTINGENCIES (Note 4)
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value - 40,553,333 shares
authorized; 9,419,429 issued and outstanding 94,194 94,194
Additional paid-in capital 67,563,780 67,528,819
Accumulated deficit (56,416,765) (55,418,237)
------------ -----------
Total shareholders' equity 11,241,209 12,204,776
------------ -----------
Total liabilities and shareholders' equity $ 16,450,689 $18,164,451
============ ===========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
1
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CELERIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31
---------------------------
1999 1998
-------- --------
<S> <C> <C>
Revenue $ 1,932,862 $ 1,302,625
Cost of sales 1,373,397 725,914
----------- -----------
Gross profit 559,465 576,711
Selling, general and administrative expenses 1,927,818 778,425
----------- -----------
Loss from operations (1,368,353) (201,714)
Interest income, net 169,825 358,471
----------- -----------
Income (loss) from continuing operations (1,198,528) 156,757
Discontinued operations:
Loss from discontinued operations -- (2,175,118)
Gain on disposal of discontinued operations 200,000 --
----------- -----------
Total discontinued operations 200,000 (2,175,118)
----------- -----------
Net loss $ (998,528) $(2,018,361)
=========== ===========
Basic income (loss) per common share:
Continuing operations $ (0.13) $ 0.01
Discontinued operations 0.02 (0.22)
----------- -----------
$ (0.11) $ (0.21)
=========== ===========
Diluted income (loss) per common share:
Continuing operations $ (0.13) $ 0.01
Discontinued operations 0.02 (0.22)
----------- -----------
$ (0.11) $ (0.21)
=========== ===========
Weighted average shares outstanding:
Basic 9,419,429 9,738,429
Diluted 9,419,429 9,863,480
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
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CELERIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31
--------------------------
1999 1998
-------- -------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (998,528) $(2,018,361)
Adjustments to reconcile net loss to net cash provided by
(used in) continuing operating activities:
Depreciation 106,014 22,990
Provision for bad debts 40,286 26,660
Loss from discontinued operations -- 2,175,118
Gain on disposal of discontinued operations (200,000) --
Value of options issued for consulting services 13,212 --
Changes in operating assets and liabilities:
Accounts receivable (175,068) 58,493
Other current assets 41,705 (5,275)
Accounts payable and accrued expenses 351,845 (113,185)
Deferred revenue and payables 120,028 48,268
Accrued compensation 43,908 40,153
----------- -----------
Net cash provided by (used in) continuing operating activities (656,598) 234,861
INVESTING ACTIVITIES:
Purchase of short-term investments -- (4,596,131)
Sales and maturities of short-term investments 3,003,772 8,702,466
Purchases of furniture, fixtures and equipment (373,925) (32,635)
----------- -----------
Net cash provided by investing activities 2,629,847 4,073,700
FINANCING ACTIVITIES:
Repurchase of common stock -- (466,875)
----------- ------------
Net cash used in financing activities -- (466,875)
Cash used in discontinued operations (997,211) (2,831,379)
----------- -----------
Increase in cash and cash equivalents 976,038 1,010,307
Cash and cash equivalents at beginning of period 8,138,542 5,949,478
----------- -----------
Cash and cash equivalents at end of period $ 9,114,580 $ 6,959,785
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ -- $ 704
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
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CELERIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Celeris Corporation (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (including normal recurring
accruals) considered necessary for a fair presentation have been included.
Certain prior period amounts have been reclassified to conform with current
presentation. Operating results for the three month period ended March 31, 1999
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto for the year ended December 31, 1998
in the Company's Annual Report on Form 10-K.
2. INCOME (LOSS) PER COMMON SHARE
Basic income (loss) per common share is computed by dividing income (loss) for
the period by the weighted average number of shares of common stock outstanding
during the period. The computation of diluted income (loss) per common share
requires that the number of weighted average shares outstanding be increased for
the assumed exercise of dilutive options using the treasury stock method.
Weighted average shares used in computing income (loss) per share are as
follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1999 1998
--------- ---------
<S> <C> <C>
Weighted average common shares outstanding 9,419,429 9,738,429
Dilutive effect of stock options outstanding
using the treasury stock method -- 125,051
--------- ---------
Shares used in computing diluted income
(loss) per common share 9,419,429 9,863,480
========= =========
</TABLE>
Diluted loss per share for the three months ended March 31, 1999 does not
include common stock equivalents of 2,474,914 as their effect would be
antidilutive.
3. DISCONTINUED OPERATIONS
On June 10, 1998 the Company announced its intent to transition out of the
healthcare provider software market and focus its resources on its clinical
research services segment. On December 24, 1998 the Company completed the sale
of its healthcare provider software segment. As consideration for the sale, the
Company will receive a total purchase price of up to $2,000,000, contingent upon
the performance of the assets and the buyer's costs to perform prepaid support
and service obligations after the closing. The consideration from the sale is
payable in the form of $1,000,000 cash, of which $200,000 was paid at closing on
December 24, 1998, $200,000 was paid on March 31, 1999 and recorded as gain on
disposal of discontinued operations for the three months ended March 31, 1999,
and the remainder of which is payable in three equal cash payments of $200,000
to be made at the end of each remaining fiscal quarter of the fiscal year ending
December 31, 1999. At the closing, the buyer also delivered to the Company a
$1,000,000 non-interest bearing promissory note (the "Note") due and payable on
the earlier of December 24, 1999 or the date on which the buyer closes an equity
financing of at least $3,000,000. The Note is subject to adjustment in the event
that the amount of service fees and similar charges to customers of the
Company's healthcare provider software segment that was billed during the
twelve-month period ending March 31, 1999 and is paid and collected on or before
September 25, 1999 (the "Anniversary Revenue") is less than $2,000,000; provided
that the principal amount of the Note may not be reduced by more than $500,000.
If the Note is paid in full prior to September 25, 1999, the Company will
reimburse the buyer for any shortfall in collected fees and charges, up to a
$500,000 maximum. The Company has also agreed to reimburse the buyer in three
installments through June 30, 1999 for the
4
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performance of prepaid support and service obligations on assigned contracts
totaling $500,000; provided that if the Anniversary Revenue exceeds $2,000,000,
the Company's reimbursement obligation will be reduced by the amount of the
excess up to a maximum of $500,000. The Company has retained certain liabilities
related to the software segment including severance and retention liabilities,
certain amounts due under customer contracts and other liabilities related to
the disposal of the segment. The Company will record the remaining proceeds from
the sale of the software segment as gain on disposal of discontinued operations
in the period collection is assured.
The financial position and results of operations of the healthcare provider
software segment are reported as discontinued operations and all prior periods
have been restated to reflect the discontinued operations. There were no
revenues related to the discontinued segment for the three months ended March
31, 1999. Revenues related to the discontinued segment were $1,509,346 for the
three months ended March 31, 1998.
4. CONTINGENCIES
The Company is a defendant in IN RE SUMMIT MEDICAL SYSTEMS, INC. SECURITIES
LITIGATION, a consolidated federal court securities action venued in the United
States District Court, District of Minnesota. The putative class action was
filed on March 10, 1997 and alleges violations of Section 10(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 10b-5,
Section 20(a) of the Exchange Act, Section 11 of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 15 of the Securities Act. The
Company is also a defendant in a federal court securities action captioned
TEACHERS' RETIREMENT SYSTEM OF LOUISIANA V. SUMMIT MEDICAL SYSTEMS, INC. ET. AL.
The Teachers' Retirement action was filed on April 16, 1997 in the United States
District Court, District of Minnesota and is not a class action. In addition to
the claims alleged in the consolidated action, the Teachers' Retirement
complaint alleges a claim under Section 18(a) of the Exchange Act, common law
fraud, and negligent misrepresentation. Each action alleges, in essence, that
the Company made misleading public disclosures relating to its financial
statements and seeks compensatory damages for losses incurred as a result of
each alleged misleading public disclosure. As to federal securities law claims,
both actions are subject to the Private Securities Litigation Reform Act of 1995
(the "Reform Act"). The actions do not state the monetary damages that are being
sought at this time. The Company intends to defend against these actions
vigorously. There can be no assurance that any judgment, order or decree against
the Company arising out of these actions will not have a material adverse effect
on the Company or its business.
The Division of Enforcement of the Securities and Exchange Commission (the
"Commission") is conducting an investigation of the Company, relating to the
Company's restatement of certain financial statements. The Company is
cooperating fully with the Commission and its investigation. There can be no
assurance that any order, decree or other action issued or taken by the
Commission arising out of its investigation will not result in sanctions against
the Company or certain individuals that could have a material adverse effect on
the Company or its business.
The Company and certain of the Company's directors and officers are defendants
in a declaratory relief action, DAVID FOSTER ET. AL. V. SUMMIT MEDICAL SYSTEMS,
INC. ET. AL., venued in the District Court of Hennepin County, Minnesota. The
action was initiated on August 7, 1998 and seeks a declaration that there is no
coverage under the Company's directors' and officers' insurance policies for the
Company's pending federal securities actions or the investigation by the
Commission. The plaintiffs, the insurance underwriters of the Company's
directors' and officers' insurance policies, allege that the claims the Company
has submitted for coverage involve matters commenced before the period covered
by the policies. Additionally, the plaintiffs allege that the Commission's
investigation does not constitute a proper claim under the policies. The Company
believes the plaintiffs' request for declaratory judgment misinterprets the
Company's directors' and officers' insurance policy. The Company intends to
oppose this action vigorously and has filed a counterclaim to enforce coverage
under the policy, including advancement of expenses. There can be no assurance
that any order, decree or declaration arising out of this matter will not have a
material adverse effect on the Company or its business.
5. SEGMENT REPORTING INFORMATION
The Company has adopted SFAS No. 131, "Disclosures About Segments of an
Enterprise and Related Information." SFAS No. 131 established standards for
disclosure of financial information related to operating segments of the
Company. SFAS No. 131 defines an operating segment as a component of a company
for which operating results are reviewed regularly by the chief operating
decision maker to determine resource allocation and assess
5
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performance. The Company has four segments reportable under the guidelines of
SFAS No. 131: C.L. McIntosh, the Company's regulatory consulting and clinical
research services subsidiary; site research and clinical trial staffing services
group, a start-up operation formed in the second quarter of 1998; data
management and biostatistical services group, a start-up operation formed in the
fourth quarter of 1998; and the Company's corporate operating function.
The Company's operating segment disclosures are as follows:
<TABLE>
<CAPTION>
SITE RESEARCH &
CLINICAL DATA
MONITORING MANAGEMENT &
STAFFING BIOSTATISTICAL
C.L. MCINTOSH SERVICES SERVICES CORPORATE CONSOLIDATED
------------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
THREE MONTHS ENDED MARCH 31, 1999
Revenue $ 1,682,686 $ 52,132 $ 198,044 $ -- $ 1,932,862
Loss from continuing operations (80,681) (347,146) (320,235) (450,466) (1,198,528)
Segment assets 2,177,764 320,160 841,097 13,111,668 16,450,689
THREE MONTHS ENDED MARCH 31, 1998
Revenue $ 1,302,625 $ -- $ -- $ -- $ 1,302,625
Income from continuing operations 38,371 -- -- 118,386 156,757
Segment assets 1,527,355 -- -- 24,794,606 26,321,961 (a)
</TABLE>
(a) Excludes net long-term assets of discontinued operations of $1,279,940.
6
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company is a provider of specialty clinical research services to
pharmaceutical, medical device and biotechnology manufacturers. Services offered
by the Company include regulatory consulting and strategy, device evaluation,
product and manufacturing quality assurance, statistical analysis and clinical
study design. In addition, in 1998 the Company expanded its service offerings to
include investigative site selection and qualification, clinical monitoring
staffing services, data management and biostatistical consulting.
On June 10, 1998 the Company announced its intent to transition out of the
healthcare provider software market and focus its resources on its clinical
research services segment. On December 24, 1998 the Company completed the sale
of its healthcare provider software segment. As consideration for the sale, the
Company will receive a total purchase price of up to $2,000,000, contingent upon
the performance of the assets and the buyer's costs to perform prepaid support
and service obligations after the closing. The Company has retained certain
liabilities related to the software segment including severance and retention
liabilities, certain amounts due under customer contracts and other liabilities
related to the disposal of the segment. The gain on the disposal of discontinued
operations of $200,000 for the three months ended March 31, 1999 represents cash
received in accordance with the terms of the asset sale agreement. The Company
will record the remaining proceeds from the sale of the software segment as gain
on sale of discontinued operations in the period collection is assured.
The financial position and results of operations of the healthcare provider
software segment are reported as discontinued operations and all prior period
amounts have been restated to reflect the discontinued operations.
Effective January 29, 1999 the Company changed its name from Summit Medical
Systems, Inc. to Celeris Corporation.
RESULTS OF OPERATIONS
Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998
The Company incurred a net loss of $999,000, or $0.11 per diluted share, for the
three months ended March 31, 1999 as compared to a net loss of $2.02 million, or
$0.21 per diluted share, for the year earlier period. The 1999 results include a
loss from continuing operations of $1.20 million, or $0.13 per diluted share,
and a gain on disposal of discontinued operations of $200,000, or $0.02 per
diluted share. The 1998 results include income from continuing operations of
$157,000, or $0.01 per diluted share, and a loss from discontinued operations of
$2.18 million, or $0.22 per diluted share.
Continuing Operations. Revenue from continuing operations for the three months
ended March 31, 1999 was $1.93 million compared to $1.30 million for the year
earlier period, an increase of 48.4%. This increase in revenue is attributed
primarily to the Company's expanded service capabilities as well as a higher
volume of consulting services performed.
Cost of sales were $1.37 million for the 1999 period, or 71.1% of revenue,
compared to $726,000 for the 1998 period, or 55.7% of revenue. This increase is
primarily the result of the addition of client service personnel related to the
expansion of the Company's service offerings which began in the second quarter
of 1998. As these service offerings remain in a start-up phase, these personnel
provided a low level of billable client services in the first quarter of 1999.
These additional resources have had and will continue to have a negative effect
on operating margins until such time the individuals are fully utilized as
billable resources.
Selling, general and administrative expenses were $1.93 million, or 99.7% of
revenue, for the 1999 period compared to $778,000, or 59.8% of revenue, for the
1998 period. This increase is primarily due to the addition of salaries,
benefits and other overhead costs associated with the expansion of the Company's
service offerings, including related business development efforts, which began
in the second quarter of 1998. The Company currently has in place a significant
portion of the infrastructure necessary to support the expanded service
offerings and does not anticipate selling, general and administrative expense
growth rates in future periods will reach increases from 1998 levels.
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<PAGE> 10
Interest income for the 1999 period was $170,000 compared to $358,000 for the
1998 period. The decrease is due to the Company's cash and cash equivalents
balance, including short-term investments, which decreased to $13.20 million at
March 31, 1999 from $24.90 million at March 31, 1998, due to losses incurred
related to the Company's continuing and discontinued operations, as well as
capital expenditures.
Discontinued Operations. The gain on disposal of discontinued operations of
$200,000 in the 1999 period represents cash received from the sale of the assets
of the discontinued healthcare provider software segment in accordance with the
terms of the asset sale agreement. For the 1998 period, the loss from
discontinued operations was $2.18 million.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents, including short-term investments,
totaled $13.20 million as of March 31, 1999, a decrease of $2.03 million from
December 31, 1998. This decrease was primarily due to a) $997,000 used in
discontinued operations, b) $657,000 used in continuing operations, and c)
$374,000 used for the purchase of furniture, fixtures and equipment, principally
computer and computer systems equipment.
As of March 31, 1999 the Company had net working capital of $10.01 million,
compared to $11.19 million at December 31, 1998. This decrease resulted
primarily from net losses of $999,000 incurred during the three months ended
March 31, 1999. Management anticipates the Company will continue to experience
operating losses through 1999, and as a result, it believes working capital will
continue to decline.
As of March 31, 1999, the Company had $1.65 million in accounts receivable, net
of bad debt allowance, related to continuing operations compared to $1.52
million as of December 31, 1998. The Company believes its current allowance of
$213,000 for bad debts is adequate. The Company's days sales outstanding in
accounts receivable was 77 days at March 31, 1999 compared to 88 days at
December 31, 1998. This decrease is due to higher levels of cash collections
during the three months ended March 31, 1999 as well as increased revenue levels
from the 1998 period. Days sales outstanding in accounts receivable may increase
in future periods as the Company's mix of business related to the expanded
service offerings continues to evolve.
As of March 31, 1999, the Company had remaining liabilities of $3.04 million
related to the disposal of the discontinued operations. The Company expects to
pay these liabilities through the balance of 1999. Additionally, the Company is
due up to $1.60 million at various dates during 1999 under the terms of the
agreement for the sale of the assets of the discontinued healthcare provider
software segment. The consideration from the sale is payable in the form of
$1,000,000 cash, of which $200,000 was paid at closing on December 24, 1998,
$200,000 which was paid on March 31, 1999, and the remainder of which is payable
in three equal cash payments of $200,000 to be made at the end of each remaining
fiscal quarter of the fiscal year ending December 31, 1999. At the closing, the
buyer also delivered to the Company a $1,000,000 non-interest bearing promissory
note (the "Note") due and payable on the earlier of December 24, 1999 or the
date on which the buyer closes an equity financing of at least $3,000,000. The
Note is subject to adjustment in the event that the amount of service fees and
similar charges to customers of the Company's healthcare provider software
segment that was billed during the twelve-month period ending March 31, 1999 and
is paid and collected on or before September 25, 1999 (the "Anniversary
Revenue") is less than $2,000,000; provided that the principal amount of the
Note may not be reduced by more than $500,000. If the Note is paid in full prior
to September 25, 1999, the Company will reimburse the buyer for any shortfall in
collected fees and charges, up to a $500,000 maximum. The Company has also
agreed to reimburse the buyer in three installments through June 30, 1999 for
the performance of prepaid support and service obligations on assigned contracts
totaling $500,000; provided that if the Anniversary Revenue exceeds $2,000,000,
the Company's reimbursement obligation will be reduced by the amount of the
excess up to a maximum of $500,000.
The Company's Board of Directors has authorized a stock repurchase program under
which up to 2.0 million shares of the Company's common stock may be repurchased.
From inception of the stock repurchase program in August 1997 through March 31,
1999, the Company has repurchased 1,134,600 shares of common stock for
approximately $2.86 million. No shares of the Company's common stock were
repurchased in the quarter ended March 31, 1999. As of March 31, 1999, there
were 9,419,429 shares of the Company's common stock issued and outstanding.
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<PAGE> 11
The Company anticipates capital expenditures for the balance of 1999 will be
approximately $750,000 primarily for computer and computer-related equipment and
software associated with the Company's expanded clinical research services as
well as capital expenditures required for new employees.
The Company believes that continued expenditure of funds will be necessary to
support its future operations, and that cash and cash equivalents of $13.20
million on hand at March 31, 1999 will be sufficient to fund its operations,
capital requirements, and expansion goals through 1999. However, there can be no
assurances that the Company will generate sufficient revenue, or adequately
control costs, to achieve profitability or positive cash flow for periods in or
beyond 1999. If the Company cannot achieve profitability or positive cash flow
or its contingencies result in material expenditures, the Company may require
additional external financing in the future. There can be no assurances that
such financing will be available on terms acceptable to the Company.
The Company has experienced operating losses for each of the past five years.
Net losses for the year ended December 31, 1998 were $12.65 million, and for the
three months ended March 31, 1999 were $999,000. The Company had an accumulated
deficit of $56.42 million as of March 31, 1999. The Company's ability to
increase revenue, and to achieve profitability and positive cash flow will
depend on a number of factors as summarized above under "Safe Harbor Statement
under the Private Securities Litigation Reform Act of 1995" and under
"Cautionary Statement and Risk Factors" included in Item 1 of the Company's
Annual Report on Form 10-K, dated March 30, 1999.
Year 2000 Issue. The Company is currently evaluating the potential effect of the
situation commonly referred to as the "Year 2000 Issue," which involves the
inability of certain software and hardware systems to properly recognize and
process dates for the year 2000 and beyond. The Company, with the assistance of
outside consultants, has developed and is implementing a plan to evaluate the
Company's internal systems and material third-party relationships.
The Company's internal information technology ("IT") systems and non-IT systems
use hardware and software supplied by third-party vendors. The Company is
currently evaluating Year 2000 compliance of the third-party hardware and
software, including obtaining Year 2000 compliance statements from the vendors.
To date, the Company has substantially completed the review of its hardware and
software systems. Based on this review, the Company does not expect to incur
material costs to upgrade or replace its hardware or software systems. However,
the estimates of costs to complete Year 2000 compliance procedures are based, in
part, on compliance statements received from third-party vendors of the
Company's hardware and software systems. Subsequent revisions to these
compliance statements by third-party vendors could result in revised estimated
costs to complete Year 2000 compliance measures. The Company can not predict
whether these revisions, if any, will be material. The Company expects to
complete substantially its Year 2000 readiness preparations by June 1999.
However, unforeseen circumstances could prevent a timely completion of all
necessary Year 2000 compliance measures. The Company believes that adequate
alternatives are available for information processing should necessary upgrades
or replacements not occur in a timely manner.
The Company has paid third parties approximately $175,000 on Year 2000 testing,
auditing, and modifications or upgrades through March 31, 1999. The costs of
Year 2000 compliance have been and will be expensed as incurred. Additionally,
the Company expects to spend approximately $55,000 on these efforts to complete
its Year 2000 compliance procedures.
The Company's clinical research services, particularly its data management
services, depend on the use of third-party software. The Company is obtaining
certification of Year 2000 compliance from the vendors of software used in its
services. Any failure or delay of this software to be Year 2000 compliant could
cause a material disruption in the Company's business. The Company's contingency
plan should this software fail to be Year 2000 compliant is to seek
modifications from the vendors of this software in order for it to be Year 2000
compliant. In addition, the Company depends on infrastructure services provided
by third parties and government agencies (e.g. electricity, phone service, water
and transportation). The failure of one or more of these infrastructure services
could cause a material disruption in the Company's business.
The Company ended all expenditures on Year 2000 testing of its healthcare
provider software products upon the sale of these assets on December 24, 1998.
In connection with the sale of the assets of the Company's healthcare
9
<PAGE> 12
provider software segment, the Company made certain representations regarding
Year 2000 compliance of the Company's software products and agreed to indemnify
the buyer against losses related to a breach of representations and certain
third-party claims related to the operation of the assets prior to the sale.
Although the Company's tests and audits of these software products prior to the
asset sale did not indicate any issues with Year 2000 compliance, if an issue
with Year 2000 compliance of these products were to arise, the Company could
face claims under its indemnification obligations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has no derivative financial instruments or derivative commodity
instruments in its cash and cash equivalents and short-term investments. The
Company invests its cash and cash equivalents and short-term investments in
investment grade, highly liquid investments, consisting of money market
instruments, U.S. Treasury bills, U.S. Treasury notes, commercial paper and
discounted notes and does not believe these investments are subject to material
market risks. In addition, all of the Company's transactions are conducted and
accounts are denominated in U.S. dollars. Accordingly, the Company is not
exposed to foreign currency risks.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a defendant in IN RE SUMMIT MEDICAL SYSTEMS, INC. SECURITIES
LITIGATION, a consolidated federal court securities action venued in the United
States District Court, District of Minnesota. The putative class action was
filed on March 10, 1997 and alleges violations of Section 10(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 10b-5,
Section 20(a) of the Exchange Act, Section 11 of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 15 of the Securities Act. The
Company is also a defendant in a federal court securities action captioned
TEACHERS' RETIREMENT SYSTEM OF LOUISIANA V. SUMMIT MEDICAL SYSTEMS, INC. ET. AL.
The Teachers' Retirement action was filed on April 16, 1997 in the United States
District Court, District of Minnesota and is not a class action. In addition to
the claims alleged in the consolidated action, the Teachers' Retirement
complaint alleges a claim under Section 18(a) of the Exchange Act, common law
fraud, and negligent misrepresentation. Each action alleges, in essence, that
the Company made misleading public disclosures relating to its financial
statements and seeks compensatory damages for losses incurred as a result of
each alleged misleading public disclosure. As to federal securities law claims,
both actions are subject to the Private Securities Litigation Reform Act of 1995
(the "Reform Act"). The actions do not state the monetary damages that are being
sought at this time. The Company intends to defend against these actions
vigorously. There can be no assurance that any judgment, order or decree against
the Company arising out of these actions will not have a material adverse effect
on the Company or its business.
The Division of Enforcement of the Securities and Exchange Commission (the
"Commission") is conducting an investigation of the Company, relating to the
Company's restatement of certain financial statements. The Company is
cooperating fully with the Commission and its investigation. There can be no
assurance that any order, decree or other action issued or taken by the
Commision arising out of its investigation will not result in sanctions against
the Company or certain individuals that could have a material adverse effect on
the Company or its business.
The Company and certain of the Company's directors and officers are defendants
in a declaratory relief action, DAVID FOSTER ET. AL. V. SUMMIT MEDICAL SYSTEMS,
INC. ET. AL., venued in the District Court of Hennepin County, Minnesota. The
action was initiated on August 7, 1998 and seeks a declaration that there is no
coverage under the Company's directors' and officers' insurance policies for the
Company's pending federal securities actions or the investigation by the
Commission. The plaintiffs, the insurance underwriters of the Company's
directors' and officers' insurance policies, allege that the claims the Company
has submitted for coverage involve matters commenced before the period covered
by the policies. Additionally, the plaintiffs allege that the Commission's
investigation does not constitute a proper claim under the policies. The Company
believes the plaintiffs' request for declaratory judgment misinterprets the
Company's directors' and officers' insurance policy. The Company intends to
oppose this action vigorously and has filed a counterclaim to enforce coverage
under the policy, including advancement of expenses. There can be no assurance
that any order, decree or declaration arising out of this matter will not have a
material adverse effect on the Company or its business.
10
<PAGE> 13
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held a special meeting of shareholders on January 29, 1999 to vote
upon a proposed amendment to the Company's Articles of Incorporation changing
the name of the Company from "Summit Medical Systems, Inc." to "Celeris
Corporation". There were 9,419,429 shares of common stock outstanding and
entitled to vote at the special meeting and a total of 6,767,409 were
represented at the meeting.
The proposal vote was as follows:
<TABLE>
<S> <C>
For 6,711,090
Against 48,319
Abstain 8,000
</TABLE>
ITEM 5. OTHER INFORMATION
The Company has attached as Exhibit 99 its press release dated May 4, 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
<S> <C>
(a) Exhibits
27.1 Financial Data Schedule (for SEC use only) - Three months ended March 31, 1999
99 Press Release dated May 4, 1999
(b) Reports on Form 8-K
</TABLE>
The following reports on Form 8-K were filed by the Company during the
quarter ended March 31, 1999:
<TABLE>
<CAPTION>
Financial Statements
Date of Current Report Item(s) Reported Filed
---------------------- ---------------- -----
<S> <C> <C>
January 8, 1999 Item 2 - Acquisition or No
Disposition of Assets
January 29, 1999 Item 5 - Other Events No
</TABLE>
11
<PAGE> 14
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 thereunto duly authorized.
Celeris Corporation
Date: May 13, 1999 By: /s/ Barbara A. Cannon
---------------------
Barbara A. Cannon
President and Chief Executive Officer
Date: May 13, 1999 By: /s/ Paul R. Johnson
-------------------
Paul R. Johnson
Vice President and Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF CELERIS CORPORATION DATED MARCH 31, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 9,114,580
<SECURITIES> 4,080,079
<RECEIVABLES> 1,864,494
<ALLOWANCES> 213,000
<INVENTORY> 0
<CURRENT-ASSETS> 15,216,808
<PP&E> 1,233,881
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,450,689
<CURRENT-LIABILITIES> 5,209,480
<BONDS> 0
0
0
<COMMON> 94,194
<OTHER-SE> 11,147,015
<TOTAL-LIABILITY-AND-EQUITY> 16,450,689
<SALES> 1,932,862
<TOTAL-REVENUES> 1,932,862
<CGS> 1,373,397
<TOTAL-COSTS> 1,927,818
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,198,528)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,198,528)
<DISCONTINUED> 200,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (998,528)
<EPS-PRIMARY> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
<PAGE> 1
Exhibit 99
NEWS RELEASE
CELERIS CORPORATION ANNOUNCES FIRST QUARTER 1999 REVENUES UP 48%
COMPARED TO FIRST QUARTER 1998
Nashville, TN (May 4, 1999) ... Celeris Corporation (Nasdaq: CRSC), a provider
of specialty clinical research services to pharmaceutical, medical device and
biotechnology companies, today announced its results from operations for the
first quarter ending March 31, 1999. From its continuing operations, Celeris
reported revenues of $1.93 million, representing an increase of approximately
48% compared to $1.30 million reported for the first quarter of 1998, and an
increase of approximately 22% compared to $1.58 million reported for the fourth
quarter of 1998. The increased revenues are attributed primarily to Celeris'
expanded service capabilities, including clinical trial management and data
management, as well as a higher volume of regulatory consulting services
performed. Related expenses also increased during the first quarter of 1999,
attributed to Celeris' continued investment in its service capabilities, which
the Company began expanding in 1998. Celeris reported a net loss from continuing
operations of $1.20 million, or $0.13 per diluted share, a slight decrease
compared to the reported net loss for fourth quarter of 1998 of $1.22 million,
or $0.13 per diluted share. For the first quarter of 1998, Celeris reported net
income of $157,000 or $0.01 per diluted share.
Also in the first quarter, Celeris recorded a gain of $200,000, or $0.02 per
diluted share, representing proceeds received related to the previously
announced sale of its healthcare provider software business. Under the terms of
the sale agreement, Celeris is due additional consideration of up to $1.6
million, contingent upon performance of the assets and the buyer's costs to
perform prepaid support and service obligations. Celeris is due to receive the
remainder of the sale proceeds throughout 1999 and will record the proceeds as
gain on the sale of the assets when received.
Overall, Celeris reported a net loss of $999,000, or $0.11 per diluted share,
for the first quarter of 1999. In addition, Celeris reported cash and short term
investments of $13.19 million at March 31, 1999.
"Our service offerings have been enthusiastically received by our clients,"
commented Barbara Cannon, President and CEO, " and we look forward to continued
momentum in building our client base. We have received several requests for each
of our service capabilities, both on a stand-alone basis and in combination with
other services." As part of the Company's first quarter activity, Celeris was
awarded a project by a major pharmaceutical company representing approximately
$1.70 million in estimated service revenues. The project, which began late in
the first quarter of 1999, involves several of Celeris' service capabilities and
is presently scheduled to be completed in the first quarter of 2000.
(more)
<PAGE> 2
The Company is a provider of specialty clinical research services to
pharmaceutical, medical device and biotechnology manufacturers. Services offered
by the Company include regulatory consulting and strategy, device evaluation,
product and manufacturing quality assurance, statistical analysis and clinical
study design and management. In addition, the Company has expanded its service
offerings to include investigative site selection and qualification, clinical
monitoring staffing services, data management and biostatistical consulting.
CELERIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
(UNAUDITED) (AUDITED)
----------- ---------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9,114,580 $ 8,138,542
Short-term investments 4,080,079 7,083,851
Accounts receivable, net of allowance of $213,000 and $172,000 1,651,494 1,516,712
Other current assets 370,655 412,360
------------ ------------
Total current assets 15,216,808 17,151,465
Net furniture, fixtures and equipment 1,233,881 1,012,986
------------ ------------
Total assets $ 16,450,689 $ 18,164,451
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 1,329,663 $ 1,024,837
Deferred revenue and payables 518,681 398,653
Accrued compensation 323,761 279,853
Net current liabilities of discontinued operations 3,037,375 4,256,332
------------ ------------
Total current liabilities 5,209,480 5,959,675
COMMITMENTS AND CONTINGENCIES -- --
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value - 40,553,333 shares
authorized; 9,419,429 issued and outstanding 94,194 94,194
Additional paid-in capital 67,563,780 67,528,819
Accumulated deficit (56,416,765) (55,418,237)
------------ ------------
Total shareholders' equity 11,241,209 12,204,776
------------ ------------
Total liabilities and shareholders' equity $ 16,450,689 $ 18,164,451
============ ============
</TABLE>
(more)
<PAGE> 3
CELERIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31, DECEMBER 31, MARCH 31,
1999 1998 1998
-------- ------------ ---------
<S> <C> <C> <C>
Revenue $ 1,932,862 $ 1,580,109 $ 1,302,625
Cost of sales 1,373,397 1,294,475 725,914
----------- ----------- -----------
Gross profit 559,465 285,634 576,711
Selling, general and administrative expenses 1,927,818 1,730,746 778,425
----------- ----------- -----------
Loss from operations (1,368,353) (1,445,112) (201,714)
Interest income, net 169,825 227,511 358,471
----------- ----------- -----------
Income (loss) from continuing operations (1,198,528) (1,217,601) 156,757
Discontinued operations:
Loss from discontinued operations -- -- (2,175,118)
Gain (loss) on disposal of discontinued operations 200,000 (483,412) --
----------- ----------- -----------
Net loss $ (998,528) $(1,701,013) $(2,018,361)
=========== =========== ===========
Basic income (loss) per common share:
Continuing operations $ (0.13) $ (0.13) $ 0.01
Discontinued operations 0.02 (0.05) (0.22)
----------- ----------- -----------
$ (0.11) $ (0.18) $ (0.21)
=========== =========== ===========
Diluted income (loss) per common share:
Continuing operations $ (0.13) $ (0.13) $ 0.01
Discontinued operations 0.02 (0.05) (0.22)
----------- ----------- -----------
$ (0.11) $ (0.18) $ (0.21)
=========== =========== ===========
Weighted average shares outstanding:
Basic 9,419,429 9,419,429 9,738,429
Diluted 9,419,429 9,419,429 9,863,480
</TABLE>
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
include statements of intent, belief or current expectations of Celeris
Corporation and its management. Such forward-looking statements are not
guarantees of future results and involve risks and uncertainties that may cause
actual results to differ materially from the results discussed in the
forward-looking statements. Risks and uncertainties that may cause such
differences include, but are not limited to: (1) market acceptance of the
Company's new clinical research services is uncertain; (2) contracts for the
Company's clinical research services may be cancelled or delayed by the
Company's clients; (3) a material portion of the Company's revenue depends on a
single client; and (4) the failure of assumptions related to the discontinued
healthcare provider software business, including the performance of the assets
sold as well as estimated remaining liability amounts.
(more)
<PAGE> 4
The forward-looking statements herein are also qualified in their entirety by
the cautions and risks factors set forth in Celeris' Annual report on Form 10-K,
dated March 30, 1999 under the caption "Cautionary Statement and Risk Factors"
(Part I, Item 1, "Business"). A copy of Form 10-K may be obtained from the
Public Reference Branch of the SEC at 450 Fifth Street NW, Washington, DC at
prescribed rates.
Contact: Paul R. Johnson
Chief Financial Officer
615-341-0223
# # #
