CliniCorp announces fourth quarter and year end results and status of financial restructuring plan.WEST PALM BEACH, Fla.--(BUSINESS WIRE)--Sept. 15, 1995-- CliniCorp Inc. (ASE (Adaptive Server Enterprise) A relational DBMS from Sybase that runs on Windows NT/2000, Linux and a variety of Unix platforms. ASE is a comprehensive and robust data management product with a long history dating back to the late 1980s. :BAK Bak Bak A member of the bcl-2 family expressed in a wide range of cells which, when overexpressed in NGF-deprived sympathetic neurons accelerates apoptosis, and counteracts Bcl-2's apoptosis-protecting effects. See Bcl-2. ) announced Friday that it filed its Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended May 31, 1995 on Sept. 13, 1995, as required by the extension filed with the Securities and Exchange Commission on Aug. 25, 1995. The company reported a net loss of $12.1 million, or $5.31 per common share, on net revenues of $15.2 million for the year ended May 31, 1995 compared to a net loss of $34.1 million, or $28.29 per common share, on net revenues of $15.9 million for the year ended May 31, 1994. The net loss for the fourth quarter ended May 31, 1995 was $9.8 million, or $4.02 per share, compared to a net loss of $12.3 million, or $7.34 per common share, for the quarter ended May 31, 1994. Weighted average shares were 2,278,000 and 1,205,000 for the years ended May 31, 1995 and 1994, respectively and 2,433,000 and 1,681,000 for the quarters ended May 31, 1995 and 1994, respectively. The fiscal 1995 loss includes goodwill impairment Impairment 1. A reduction in a company's stated capital. 2. The total capital that is less than the par value of the company's capital stock. Notes: 1. This is usually reduced because of poorly estimated losses or gains. 2. , restructuring charges restructuring charge The expense of reorganizing a company's operations. A restructuring charge is an infrequent expense that generally results from asset writedowns or facility closings. and other unusual charges in the amounts of $11 million and $23.6 million for the years ended May 31, 1995 and 1994, respectively and $8.8 million and $10.8 million for the fourth quarters ended May 31, 1995 and 1994, respectively. The goodwill and restructuring charges primarily related to write down of goodwill and other assets other assets Assets of relatively small value. For financial reporting purposes, firms frequently combine small assets into a single category rather than listing each item separately. of clinics and other operations expected to be disposed in fiscal 1996. The fiscal 1995 loss includes $1.2 million in other income resulting from settlement of litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. . The company's cash used by operating activities decreased to $176,000 in fiscal 1995 from $7,279,000 in the prior fiscal year. The company had negative working capital at May 31, 1995 of $1.9 million which includes $1.9 million of liabilities which the company expects to restructure as part of its financial restructuring plan (the "Plan"). The Plan is intended to recapitalize re·cap·i·tal·ize tr.v. re·cap·i·tal·ized, re·cap·i·tal·iz·ing, re·cap·i·tal·iz·es To change the capital structure of (a corporation). re·cap the company and provide working capital to commence its integration expansion plan. Under the Plan, the company has retained an investment banking firm to raise up to $3 million of Series D convertible voting preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. . Each share of $1,000 Series D Voting Convertible Preferred Stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". will be convertible into 1,000 shares of common stock. If the maximum amount of Series D Preferred Stock is raised, based upon projected common shares, the Series D Preferred Stock holders could convert into approximately 45% of the common stock after conversion. Also under the Plan, the company received a commitment from Capital Healthcare Financing for accounts receivable financing Accounts Receivable Financing A type of asset-financing arrangement in which a company uses its receivables - which is money owed by customers - as collateral in a financing agreement. The company receives an amount that is equal to a reduced value of the receivables pledged. of between $2.3 and $3.0 million to replace the existing factor line of $1.9 million. The company also reached agreements with several large creditors, subject to closing the preferred offering, that will result in debt reduction of $2,652,000 in exchange for $340,000 cash, $100,000 of notes payable, the sale of Kats Management Services to its prior owners, and $525,000 of a new Series E Convertible Preferred Stock. The company is in negotiations which could result in the reduction of an additional $1.1 million of current liabilities Current Liabilities Usually appearing on a company's balance sheet, it represents the amount owed for interest, accounts payable, short-term loans, expenses incurred but unpaid, and other debts due within one year. . In addition, the company settled certain litigation with the payment of $250,000 of Series E Preferred. In September 1995, the company reached an agreement in principle with Dr. Lawrence T. Markson to become chairman and chief executive officer subject primarily to the company's ability to raise the financing. On Sept. 12, 1995, the American Stock Exchange American Stock Exchange (AMEX) Stock exchange in the U.S. Originally known as “the Curb,” it began as an outdoor marketplace in New York City c. 1850. It moved indoors to its present location in the Wall Street area in 1921. ("AMEX AMEX See: American Stock Exchange ") advised the company that it intended to commence a delisting Delisting When the stock of a company is removed from a stock exchange. Notes: Reasons for delisting include violating regulations and/or failure to meet financial specifications set out by the stock exchange. of the company's shares from the Exchange because the company no longer satisfies all the financial guidelines guidelines, n.pl a set of standards, criteria, or specifications to be used or followed in the performance of certain tasks. of the AMEX for continued listing. In addition, the company's independent certified See certification. accountants issued a disclaimer report on the fiscal 1995 financial statements due to the going concern uncertainty regarding the company's ability to raise additional financing. Furthermore, the independent certified accountants issued a qualification due to uncertainty regarding certain potentially material litigation. The company expects that if the Plan is completed substantially as described herein, the auditors will issue a report without such a disclaimer. As a result of the disclaimer report, the AMEX advised the company that it will immediately halt trading of the company's common shares. The company intends to immediately seek alternative markets for its shares, and, in that regard, has commenced discussions with representatives of NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on to seek listing on their small-capitalization marketplace. A market for the Common Stock is expected to develop over-the-counter. The company expects to complete the Financial Restructuring Plan in September 1995. There is no assurance that any of these events will occur. The company requires the additional financing discussed above in order to fund its operations and satisfy its cash obligations. CliniCorp is a clinic owner and management company (AMEX symbol:BAK) with corporate headquarters at 1601 Belvedere Belvedere (bĕl`vədēr, Ital. bālvādĕ`rā), court of the Vatican named after a villa built (1485–87) for Innocent VIII. Road, Suite No. 500-E, West Palm Beach, Fla. 33406. Telephone 407/684-2225. -0-
CLINICORP INC. AND SUBSIDIARIES
Consolidated Statements of Income
(In thousands, except per share data)
Quarter Ended Year Ended
May 31, May 31, May 31, May 31,
1995 1994 1995 1994
Net Revenues $ 3,984 $ 4,196 $15,219 $15,931 Cost of Operations Cost of clinic operations, consulting and retail sales 3,648 6,398 12,830 19,781 Selling, general and administrative expenses 1,230 1,517 4,006 8,344 Bad debt expense 64 124 319 614 Goodwill impairment, restructuring, settlement and non-capitalized acquisition 8,818 10,806 11,008 23,610 Total costs 13,760 18,845 28,163 52,349 Loss from operations (9,776) (14,649) (12,944) (36,418) Other (income) and expense 7 83 (856) 84 Net loss before taxes (9,783) (14,732) (12,088) (36,502) Income tax benefit -- 2,399 -- 2,399 Net loss $(9,783) $(12,333) $(12,088) $(34,103) Loss per common share $ (4.02) $ (7.34) $ (5.31) $ (28.29) Weighted average shares outstanding 2,433 1,681 2,278 1,205
CLINICORP INC. AND SUBSIDIARIES
Condensed Balance Sheet
(In thousands)
May 31, May 31,
Assets 1995 1994
Current assets 5,013 7,821 Property and equipment, net 1,905 3,476 Goodwill and other 7,677 13,801 Total assets $14,595 $25,098 Liabilities and Stockholders' Equity Current Liabilities 6,996 7,047 Long-term liabilities 2,486 3,087 Obligations to issue Common Stock 2,390 1,131 Stockholders' equity 2,723 13,833 Total liabilities and stockholders' equity $14,595 $25,098 CONTACT: CliniCorp Inc., West Palm Beach Gerard A. Herlihy, 407/684-2225 |
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