UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 11, 2001 (November 30, 2001)
IEXALT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 00-09322 75-1667097
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
12000 AEROSPACE AVENUE, SUITE 375
HOUSTON, TEXAS 77034
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(281) 464-8400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
iExalt, Inc., a Nevada corporation ("iExalt"), closed a transaction on
November 30, 2001 to sell certain assets to UMC TEN BROECK, INC., a Florida
corporation ("Buyer"). The assets sold are related to PREMIERCARE, LLC, a
Delaware limited liability company ("PremierCare"), owned by iExalt, which among
its business activities provides management of clinical and other diagnostic
psychological services under the trade name Rapha and PremierCare.
Assets sold are those pertaining to the business including but not limited
to the rights to all management agreements, service contracts, furniture,
fixtures, prepaid expenses, advances, licenses, real property leases, equipment
lease, permits, commitments, insurance and indemnity claims, patents, patent
applications, trade names, assumed names, registered and unregistered service
marks, service mark applications, registered and unregistered trademarks,
trademark applications, copyrights and copyright applications, proprietary and
technical information and intellectual property rights, selected records, files,
and materials, governmental licenses, permits, authorizations, and approvals,
and any securities owned by PremierCare. Excluded assets include cash, accounts
receivable, notes receivable, and selected company records.
As consideration for the sale, iExalt received $1,000,000 cash at closing
plus a deferred payment equal to one third of any EBITDA generated by the
business in excess of $500,000 annually for a period of two years following
closing. Excluding shared services EBITDA generated by Premier Care/Rapha for
fiscal year ending August 31, 2001 exceeded the targeted EBITDA. Total payment
in deferred purchase price shall not exceed $750,000 on an annual basis. Buyer
will not assume any of the liabilities of the Business except obligations under
certain disclosed agreements, including management agreements assigned to Buyer
and only to the extent that such obligations relate solely to events occurring,
or to be performed by Buyer, after the closing. Prior to the closing PremierCare
will keep the accounts payable of the business current and will pay within 30
days after the closing any outstanding accounts payable due at the closing.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
b) Pro Forma Financial Information.
The appropriate pro forma financial information relating to the
disposition of certain assets of PremierCare is filed herewith as
Annex A.
c) Exhibits.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
----------- -------------
2.1(1) Asset Purchase Agreement, dated
November 30, 2001, between PremierCare,
LLC, iExalt, Inc. and UMC Ten Broeck,
Inc.
(1) Previously filed as an exhibit to the Company's
annual report on Form 10-KSB filed with the Securities
and Exchange Commission on November 29, 2001 and
incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
DATE: December 11, 2001 iExalt, Inc.
By: /s/ CHRIS L. SISK
---------------------------------
Chris L. Sisk
Executive Vice President and
Primary Financial Officer
ANNEX A
The unaudited pro forma information is presented based upon the Company's
fiscal year end of August 31, 2001. The Company has included accounting
information as well as material adjustments considered necessary by management
for presentation in accordance with generally accepted accounting principles.
The unaudited pro forma balance sheet of the Company for the year ended
August 31, 2001 assumes the disposition of PremierCare had taken place on August
31, 2001. The unaudited pro forma results of operations of the Company for the
years ended August 31, 2001 and 2000 assume that the PremierCare disposition had
been completed as of the beginning of the respective period.
The pro forma financial data do not purport to represent what the
Company's combined financial position or results of operations would actually
have been if such transactions in fact had occurred on these dates and are not
necessarily representative of the Company's combined financial position or
results of operations for any future period. The unaudited pro forma combined
financial statements should be read in conjunction with the historical
consolidated financial statements and notes thereto included in the company's
most recent annual report filed on Form 10-KSB.
iExalt, Inc.
UNAUDITED PRO FORMA BALANCE SHEET
August 31, 2001 (unaudited)
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iExalt & PremierCare Pro Forma
Subsidiaries Disposition Total
--------------------------------------------------------
Current assets $ 1,449,338 $ 935,925 $ 2,385,263
Property, plant & equipment 568,029 (136,016) 432,013
Goodwill and other intangibles 4,271,540 (1,039,468) 3,232,072
Other assets 166,361 -- 166,361
--------------------------------------------------------
Total assets $ 6,455,268 $ (239,559) $ 6,215,709
========================================================
Current liabilities $ 4,575,753 $ (149,694) $ 4,426,059
Long-term debt and other 62,364 (60,234) 2,130
Shareholders' equity 1,817,151 (29,631) 1,787,520
--------------------------------------------------------
Total liabilities & equity $ 6,455,268 $ (239,559) $ 6,215,709
========================================================
iExalt, Inc.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
Year Ended August 31, 2001 (unaudited)
-------------------------------------------------------------------------
Form 10-KSB Goodwill
Pro Forma PremierCare Amortization Pro Forma
Note B Disposition Adjustments Total
-------------------------------------------------------------------------
Revenues $ 9,140,195 $ (3,507,305) $ -- $ 5,632,890
Loss from operations $ (8,258,071) $ (204,507) $ -- $ (8,462,578)
Net loss $ (8,654,620) $ (344,710) $ -- $ (8,999,330)
Earnings/(loss) per share $ (0.22) $ (0.23)
ProForma Weighted Average
Number of Shares Outstanding 39,376,810 39,376,810
iExalt, Inc.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
Year Ended August 31, 2000 (unaudited)
-------------------------------------------------------------------------
Form 10-KSB Goodwill
Pro Forma PremierCare Amortization Pro Forma
Note B Disposition Adjustments Total
-------------------------------------------------------------------------
Revenues $ 8,101,364 $ (3,422,485) $ -- $ 4,678,879
Loss from operations $ (7,659,240) $ (126,549) $ 34,797 $ (7,750,992)
Net loss $ (7,828,520) $ (77,618) $ 34,797 $ (7,871,341)
Earnings/(loss) per share $ (0.27) $ (0.27)
ProForma Weighted Average
Number of Shares Outstanding 29,345,656 29,345,656