<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, 2000
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
incorporation or organization) (IRS Employer ID No.)
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 15, 2000 there were 3,129,437 shares of the registrant's common
stock outstanding.
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CELERIS CORPORATION
TABLE OF CONTENTS
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2000 and December 31, 1999 .....................1
Condensed Consolidated Statements of Operations For the Three Months Ended March 31, 2000 and 1999....2
Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2000 and 1999....3
Notes to Condensed Consolidated Financial Statements .................................................4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........6
Item 3. Quantitative and Qualitative Disclosures About Market Risks .................................8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ...........................................................................8
Item 5. Other Information ...........................................................................9
Item 6. Exhibits and Reports on Form 8-K ............................................................9
</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 generate sufficient revenue and adequately control
costs to keep increases in expenditures below revenue growth, if any, to achieve
profitability and positive cash flow; (2) fluctuations in quarterly operating
results as a result of commencement or completion of significant contracts
and/or delays in the implementation or termination of particular clinical
trials; (3) the Company's dependence on the amount of research and development
activities, particularly clinical trials, of pharmaceutical, medical device and
biotechnology companies; (4) intense competition in the market for clinical
research services; (5) potential cancellation, delay or change in scope of a
large client contract or multiple client contracts for clinical research
services which may leave the Company with excess capacity; (6) the Company's
reported backlog may not be a meaningful predictor of future revenue due to
potential termination, delay or changes in scope of client contracts; (7) a
material portion of the Company's future revenue is dependent on a single
client; (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) the possibility of adverse
outcomes related to the Company's shareholder lawsuits or SEC investigation;
(11) the possibility of an adverse outcome in the court action by the insurance
underwriters of the Company's former directors' and officers' insurance policies
which could leave the Company without coverage and responsible for potential
losses; (12) the timing of the development of the Company's Internet
capabilities, and related market acceptance thereof; and (13) risks associated
with the Company's discontinued operations, including the failure to realize the
Company's assumptions regarding estimated remaining liability amounts. 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 24, 2000. 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.
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ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
CELERIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,086,184 $ 7,397,220
Restricted funds 551,927 545,126
Short-term investments -- 1,022,847
Accounts receivable, net of allowance of
$385,000 and $343,000, respectively 2,521,404 1,773,678
Other current assets 441,135 1,051,647
------------ ------------
Total current assets 10,600,650 11,790,518
Net furniture, fixtures and equipment 1,622,503 1,387,964
------------ ------------
Total assets $ 12,223,153 $ 13,178,482
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 789,305 $ 1,067,907
Deferred revenue and payables 465,906 446,201
Accrued compensation 245,749 452,621
Current portion of capital lease obligation 115,599 --
Net current liabilities of discontinued operations 1,165,810 1,195,523
------------ ------------
Total current liabilities 2,782,369 3,162,252
Long-term portion of capital lease obligation 216,839 --
Commitments and contingencies (Note 5) -- --
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value - 13,511,111 shares
authorized; 3,129,437 and 3,119,646 shares
issued and outstanding, respectively 31,294 31,196
Additional paid-in capital 67,571,547 67,517,873
Accumulated deficit (58,378,896) (57,532,839)
------------ ------------
Total shareholders' equity 9,223,945 10,016,230
------------ ------------
Total liabilities and shareholders' equity $ 12,223,153 $ 13,178,482
============ ============
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
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CELERIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31
----------------------------
2000 1999
----------- -----------
<S> <C> <C>
Revenue $ 2,789,063 $ 1,932,862
Cost of sales 1,957,618 1,373,397
----------- -----------
Gross profit 831,445 559,465
Selling, general and administrative expenses 1,776,938 1,927,818
----------- -----------
Loss from operations (945,493) (1,368,353)
Interest income, net 99,436 169,825
----------- -----------
Loss from continuing operations (846,057) (1,198,528)
Discontinued operations:
Loss from discontinued operations -- --
Gain (loss) on disposal of discontinued operations -- 200,000
----------- -----------
Total discontinued operations -- 200,000
----------- -----------
Net loss $ (846,057) $ (998,528)
=========== ===========
Basic income (loss) per common share:
Continuing operations $ (0.27) $ (0.38)
Discontinued operations -- 0.06
----------- -----------
$ (0.27) $ (0.32)
=========== ===========
Diluted income (loss) per common share:
Continuing operations $ (0.27) $ (0.38)
Discontinued operations -- 0.06
----------- -----------
$ (0.27) $ (0.32)
=========== ===========
Weighted average shares outstanding:
Basic 3,124,414 3,139,810
Diluted 3,124,414 3,139,810
</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
----------------------------
2000 1999
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (846,057) $ (998,528)
Adjustments to reconcile net loss to net cash
used in continuing operating activities:
Depreciation 133,656 106,014
Provision for bad debts 55,781 40,286
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 (803,507) (175,068)
Other current assets 624,060 41,705
Accounts payable and accrued expenses (278,602) 351,845
Deferred revenue and payables 19,705 120,028
Accrued compensation (206,872) 43,908
----------- -----------
Net cash used in continuing operating activities (1,301,836) (656,598)
INVESTING ACTIVITIES:
Increase in restricted funds (6,801) --
Sales and maturities of short-term investments 1,022,847 3,003,772
Purchases of furniture, fixtures and equipment (21,962) (373,925)
----------- -----------
Net cash provided by investing activities 994,084 2,629,847
FINANCING ACTIVITIES:
Principal payments on capital lease obligation (27,341) --
Net proceeds from issuance of common stock 53,772 --
----------- -----------
Net cash provided by financing activities 26,431 --
Cash used in discontinued operations (29,715) (997,211)
----------- -----------
Increase (decrease) in cash and cash equivalents (311,036) 976,038
Cash and cash equivalents at beginning of period 7,397,220 8,138,542
----------- -----------
Cash and cash equivalents at end of period $ 7,086,184 $ 9,114,580
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 7,764 $ --
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Assets acquired under capital lease obligation $ 383,182 $ --
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
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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, 2000
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto for the year ended December 31, 1999
in the Company's Annual Report to Shareholders as incorporated in the Company's
Form 10-K for the year ended December 31, 1999.
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.
Diluted loss per share for the three months ended March 31, 2000 and 1999 does
not include common stock equivalents of 1,184,967 and 824,971, respectively, as
their effect would be antidilutive.
3. DISCONTINUED OPERATIONS
On June 10, 1998, the Company announced its intention to transition out of the
healthcare provider software market and focus its resources on its clinical
research services segment. 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. On December 24, 1998, the Company completed the sale of its
healthcare provider software business. As consideration for the sale, the
Company received $1.5 million, including $200,000 during the first quarter of
1999, all of which was recorded as gain on disposal of discontinued operations.
The Company has retained certain liabilities related to the software segment
including certain amounts due under customer contracts and other liabilities
related to the disposal of the segment, which totaled $1.17 million at March 31,
2000.
4. ONE-FOR-THREE REVERSE STOCK SPLIT
On July 26, 1999, the Board of Directors declared a one-for-three reverse stock
split applicable to shareholders of record July 29, 1999. The stated par value
of the Company's common stock was not changed from $0.01. As a result, a total
of $61,646 was reclassified from the Company's common stock account to the
Company's additional paid-in capital account. Income (loss) per share, common
stock outstanding and stock option data referred to in the financial statements
and notes hereto have been adjusted retroactively to give effect to the reverse
stock split.
5. 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
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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") began an investigation of the Company on March 27, 1997, 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 former officers are
defendants in the 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 plaintiff's request for declaratory judgment
misinterprets the Company's directors' and officers' insurance policy. On July
22, 1999, the District Court of Hennepin County, Minnesota ruled in favor of the
Company's motion for summary judgment in the declaratory relief action, DAVID
FOSTER ET. AL. V. SUMMIT MEDICAL SYSTEMS, INC. ET. AL. The District Court held
that the Company's directors' and officers' insurance policies cover claims
related to the Company's pending federal securities actions and the
investigation by the Commission. On October 6, 1999, the insurance underwriters
filed a notice of appeal of the District Court's order with the Minnesota Court
of Appeals. The Company intends to respond to this appeal vigorously. There can
be no assurance that any decision by the Minnesota Court of Appeals arising out
of this appeal will not have a material adverse effect on the Company or its
business.
6. 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 performance. The
Company has four segments reportable under the guidelines of SFAS No. 131: the
Company's clinical monitoring 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; regulatory consulting
services group; and the Company's corporate operating function.
The Company's operating segment disclosures are as follows:
5
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<TABLE>
<CAPTION>
CLINICAL DATA
MONITORING MANAGEMENT REGULATORY
SERVICES SERVICES CONSULTING CORPORATE CONSOLIDATED
-------- -------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
THREE MONTHS ENDED MARCH 31, 2000
- ---------------------------------
Revenue $ 537,816 $ 615,461 $ 1,635,786 $ -- $ 2,789,063
Income (loss) from continuing operations (83,490) (317,263) 198,479 (643,783) (846,057)
Segment assets 624,762 1,436,164 2,413,230 7,748,997 12,223,153
THREE MONTHS ENDED MARCH 31, 1999
- ---------------------------------
Revenue $ 52,132 $ 198,044 $ 1,682,686 $ -- $ 1,932,862
Loss from continuing operations (347,146) (320,235) (80,681) (450,466) (1,198,528)
Segment assets 320,160 841,097 2,177,764 13,111,668 16,450,689
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
The Company is a provider of specialty clinical research and information
technology services that expedite and streamline the clinical trial and
regulatory submission process for pharmaceutical, medical device and
biotechnology manufacturers.
On June 10, 1998, the Company announced its intention to transition out of the
healthcare provider software market and focus its resources on its clinical
research services segment. 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. On December 24, 1998, the Company completed the sale of its
healthcare provider software business. As consideration for the sale, the
Company received $1.5 million, including $200,000 during the first quarter of
1999, all of which was recorded as gain on disposal of discontinued operations.
The Company has retained certain liabilities related to the software segment
including certain amounts due under customer contracts and other liabilities
related to the disposal of the segment, which totaled $1.17 million at March 31,
2000.
Effective January 29, 1999 the Company changed its name from Summit Medical
Systems, Inc. to Celeris Corporation.
On July 26, 1999, the Company's Board of Directors approved a one-for-three
reverse stock split of its common stock, applicable to shareholders of record at
the close of trading July 29, 1999. The reverse stock split was intended, in
part, to address compliance for continued listing of the Company's common stock
with the Nasdaq Stock Market(R) criteria, which requires a minimum bid price of
$1.00 per share. Income (loss) per share, common stock outstanding and stock
option data included in this Form have been adjusted retroactively to give
effect to the reverse stock split.
As of March 31, 2000, the Company had a backlog of projects for clinical studies
management, clinical monitoring staffing and data management with an aggregate
contract value of approximately $5.6 million. Potential cancellation, delay or
change in the scope of projects may affect the value of the Company's backlog.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
The Company incurred a net loss of $846,000, or $0.27 per diluted share, for the
three months ended March 31, 2000 as compared to a net loss of $999,000, or
$0.32 per diluted share, for the year earlier period. The 2000 results consist
solely of a loss from continuing operations of $846,000, or $0.27 per diluted
share. The 1999 results include a loss from continuing operations of $1.20
million, or $0.38 per diluted share and a gain on disposal of discontinued
operations of $200,000, or $0.06 per diluted share.
Continuing Operations. Revenue from continuing operations for the three months
ended March 31, 2000 was $2.79 million compared to $1.93 million for the year
earlier period, an increase of 44.3%. This increase in revenue is
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attributed primarily to increased volume of services performed related to the
Company's expanded service capabilities. However, given the Company's current
size, management believes that fluctuations in the timing of new business may
impact revenue growth rates on a quarterly basis.
Cost of sales were $1.96 million for the 2000 period, or 70.2% of revenue,
compared to $1.37 million for the 1999 period, or 71.1% of revenue. This
decrease in cost of sales as a percentage of revenue is primarily the result of
increased utilization of client service personnel. Further improvement in cost
of sales as a percentage of revenue will be dependent upon keeping client
service personnel utilized as billable resources.
General and administrative expenses were $1.78 million, or 63.7% of revenue, for
the 2000 period compared to $1.93 million, or 99.7% of revenue, for the 1999
period. This decrease in general and administrative expenses as a percentage of
revenue is primarily due to a higher volume of business during the 2000 period.
Interest income net of interest expense for the 2000 period was $99,000 compared
to $170,000 for the 1999 period. The decrease is due to the Company's cash and
cash equivalents balance, including restricted funds and short-term investments,
which decreased to $7.64 million at March 31, 2000 from $13.20 million at March
31, 1999, due to losses incurred related to the Company's continuing and
discontinued operations, as well as capital expenditures.
Discontinued Operations. Discontinued operations had no effect on the results of
operations for the 2000 period. 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.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents, including restricted funds and
short-term investments, totaled $7.64 million as of March 31, 2000, a decrease
of $1.33 million from December 31, 1999. As of March 31, 2000, the Company had
net working capital of $7.82 million, compared to $8.63 million at December 31,
1999. This decrease resulted primarily from net losses of $846,000 incurred
during the three months ended March 31, 2000. Management anticipates the Company
will continue to experience operating losses into 2000, and as a result, it
believes working capital will continue to decline.
As of March 31, 2000, the Company had $2.52 million in accounts receivable, net
of bad debt allowance, related to continuing operations compared to $1.77
million as of December 31, 1999. The Company believes its current allowance of
$385,000 for bad debts is adequate. The Company's days sales outstanding in
accounts receivable was 82 days at March 31, 2000 compared to 62 days at
December 31, 1999. Days sales outstanding in accounts receivable may fluctuate
in future periods as the Company's mix of business related to the expanded
service offerings continues to evolve.
The Company sold its healthcare provider software business effective December
24, 1998 and has collected $1.5 million in related proceeds. The Company
received the final payment of $600,000 on January 31, 2000. Also related to the
sale of the software business, the Company has retained certain liabilities of
$1.17 million as of March 31, 2000, including certain amounts due under customer
contracts and other liabilities related to the disposal of the segment.
The Company's Board of Directors has authorized a stock repurchase program under
which up to 666,667 shares of the Company's common stock may be repurchased.
From inception of the stock repurchase program in August 1997 through March 31,
2000, the Company has repurchased 439,867 shares of common stock for
approximately $3.05 million. As of March 31, 2000, there were 3,129,437 shares
of the Company's common stock issued and outstanding.
As of March 31, 2000, the Company had approximately $550,000 subject to
withdrawal restrictions as a condition of certain lease agreements for office
space and equipment. The amount of cash restricted under the lease agreements
decreases over the term of the leases, which extend to December 2002.
The Company believes that continued expenditure of funds will be necessary to
support its future operations, and that cash and cash equivalents of $7.64
million on hand at March 31, 2000 will be sufficient to fund its operations,
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capital requirements, and expansion goals through 2000. 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 2000. 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, 1999 were $2.11 million and for the
three months ended March 31, 2000 were $846,000. The Company had an accumulated
deficit of $58.38 million as of March 31, 2000. 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 24, 2000.
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 restricted funds. The Company
invests its cash and cash equivalents and restricted funds in investment grade,
highly liquid investments 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
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 former officers are
defendants in the 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
8
<PAGE> 11
that the Commission's investigation does not constitute a proper claim under the
policies. The Company believes the plaintiff's request for declaratory judgment
misinterprets the Company's directors' and officers' insurance policy. On July
22, 1999, the District Court of Hennepin County, Minnesota ruled in favor of the
Company's motion for summary judgment in the declaratory relief action, DAVID
FOSTER ET.AL. V. SUMMIT MEDICAL SYSTEMS, INC. ET. AL. The District Court held
that the Company's directors' and officers' insurance policies cover claims
related to the Company's pending federal securities actions and the
investigation by the Commission. On October 6, 1999, the insurance underwriters
filed a notice of appeal of the District Court's order with the Minnesota Court
of Appeals. The Company intends to respond to this appeal vigorously. There can
be no assurance that any decision by the Minnesota Court of Appeals arising out
of this appeal will not have a material adverse effect on the Company or its
business.
ITEM 5. OTHER INFORMATION
The Company has attached as Exhibit 99 its press release dated April 25, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Articles of Incorporation of the Company (incorporated by
reference to Exhibits 3.1 and 3.2 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1998)
3.2 Bylaws of the Company (incorporated by reference to
Exhibit 3.3 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1998)
3.3 Amendment to Amended Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.3 of the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999)
27 Financial Data Schedule (for SEC use only) Three Months
Ended March 31, 2000
99 Press Release dated April 25, 2000
(b) Reports on Form 8-K
None.
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 8, 2000 By: /s/ Barbara A. Cannon
---------------------
Barbara A. Cannon
President and Chief Executive Officer
Date: May 8, 2000 By: /s/ Paul R. Johnson
-------------------
Paul R. Johnson
Vice President and Chief Financial Officer
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS OF CELERIS CORPORATION DATED MARCH 31, 2000
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 7,638,111
<SECURITIES> 0
<RECEIVABLES> 2,521,404
<ALLOWANCES> 385,000
<INVENTORY> 0
<CURRENT-ASSETS> 10,600,650
<PP&E> 1,622,503
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,223,153
<CURRENT-LIABILITIES> 2,782,369
<BONDS> 0
0
0
<COMMON> 31,294
<OTHER-SE> 9,192,651
<TOTAL-LIABILITY-AND-EQUITY> 12,223,153
<SALES> 2,789,063
<TOTAL-REVENUES> 2,789,063
<CGS> 1,957,618
<TOTAL-COSTS> 1,776,938
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (846,057)
<INCOME-TAX> 0
<INCOME-CONTINUING> (846,057)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (846,057)
<EPS-BASIC> (0.27)
<EPS-DILUTED> (0.27)
</TABLE>
<PAGE> 1
EXHIBIT 99
NEWS RELEASE
[CELERIS LOGO]
FOR IMMEDIATE RELEASE
CONTACT: PAUL R. JOHNSON
CHIEF FINANCIAL OFFICER
(615) 341-0223
CELERIS CORPORATION REPORTS
44.3% INCREASE IN REVENUES
NASHVILLE, Tennessee (April 25, 2000) -- Celeris Corporation (Nasdaq/NM:CRSC), a
provider of specialty clinical research services to pharmaceutical, medical
device and biotechnology companies, today announced results from operations for
the first quarter ended March 31, 2000.
Revenues for the first quarter ended March 31, 2000, were $2.79
million, a 44.3% increase over revenues of $1.93 million in the first quarter of
1999. Loss from continuing operations for the quarter was $846,000, or $0.27 per
diluted share, compared with a loss from continuing operations of $1.20 million,
or $0.38 per diluted share, in the prior year period. The Company also announced
a backlog of projects for clinical studies management, data management and
clinical monitoring services presently valued at approximately $5.6 million.
Barbara A. Cannon, president and chief executive officer of Celeris
Corporation, said, "We continue to demonstrate steady progress as evidenced by
the 44% increase in revenues and a 29% decrease in our operating loss compared
with one year ago. We are committed to providing the highest level of service
possible to our clients, and we believe we are doing that based on our backlog
of projects combined with an increasing level of new requests for proposals,
both from existing and prospective clients."
Ms. Cannon added, "We believe demand for CRO services remains strong
and our position in the industry continues to strengthen. Our Internet
initiative, which will provide our clients with enhanced data warehousing and
integration services as well as real time access to their project data, combined
with our commitment to quality client service will help to differentiate us in
this marketplace."
-MORE-
<PAGE> 2
CRSC Reports First Quarter Results
Page 2
April 25, 2000
Celeris Corporation is a provider of specialty clinical research
services and information technology services that expedite and streamline the
clinical trial and regulatory submission process for pharmaceutical, medical
device and biotechnology manufacturers.
This press release may contain "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 the uncertainty of market acceptance
of the Company's new clinical research services; changes in the Company's
backlog including potential cancellation, delay or change in the scope of client
contracts for clinical research services; the Company's dependence on a single
client for a material portion of the Company's revenues; the timing of the
development of the Company's Internet capabilities, and the related market
acceptance thereof; and other risk factors detailed in the Company's Securities
and Exchange Commission filings, including the Company's Form 10-K for the year
ended December 31, 1999.
-MORE-
<PAGE> 3
CRSC Reports First Quarter Results
Page 3
April 25, 2000
CELERIS CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------
2000 1999
------- -------
<S> <C> <C>
Revenue $ 2,789 $ 1,933
Cost of sales 1,957 1,373
------- -------
Gross Profit 832 560
Operating expenses 1,777 1,928
------- -------
Income (loss) from operations (945) (1,368)
Interest income, net 99 170
------- -------
Income (loss) from continuing operations (846) (1,198)
Discontinued operations:
Loss from discontinued operations -- --
Gain (loss) on disposal of discontinued operations -- 200
------- -------
Total discontinued operations -- 200
------- -------
Net income (loss) $ (846) $ (998)
======= =======
Basic and diluted income (loss) per common share:(1)
Continuing operations $ (0.27) $ (0.38)
Discontinued operations -- 0.06
------- -------
$ (0.27) $ (0.32)
======= =======
Basic and diluted weighted average shares outstanding(1) 3,124 3,140
</TABLE>
(1) Adjusted to reflect a reverse three-for-one stock split on July 29, 1999.
-MORE-
<PAGE> 4
CRSC Reports First Quarter Results
Page 4
April 25, 2000
CELERIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars In thousands)
<TABLE>
<CAPTION>
March 31, Dec. 31,
2000 1999
-------- --------
<S> <C> <C>
ASSETS
Current Assets:
Cash, cash equivalents, restricted cash, and
short-term investments $ 7,638 $ 8,965
Accounts receivable, net of allowance of
$385 and $343, respectively 2,522 1,774
Other current assets 441 1,052
-------- --------
Total current assets 10,601 11,791
Net furniture, fixtures and equipment 1,622 1,388
-------- --------
Total Assets $ 12,223 $ 13,179
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 789 $ 1,068
Deferred revenue and payables 466 446
Accrued compensation 246 453
Current portion of capital lease obligation 115 --
Net current liabilities of discontinued operations 1,166 1,196
-------- --------
Total current liabilities 2,782 3,163
Long-term portion of capital lease obligation 217 --
Commitments and Contingencies -- --
Shareholders' Equity:
Common stock, $0.01 par value - 13,511,111 shares
authorized; and 3,129,437 and 3,119,646 shares
issued and outstanding, respectively 31 31
Additional paid-in capital 67,572 67,518
Accumulated deficit (58,379) (57,533)
-------- --------
Total shareholders' equity 9,224 10,016
-------- --------
Total Liabilities and Shareholders' Equity $ 12,223 $ 13,179
======== ========
</TABLE>
-END-
