1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-26390
CELERIS CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1545493
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1801 WEST END AVENUE, SUITE 750
NASHVILLE, TENNESSEE 37203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 341-0223
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
(Title of Class)
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes (X) No ( )
The aggregate market value of the common stock held by non-affiliates
of the registrant at March 15, 2000 was $13.4 million based on the last sale
price for the Common Stock as quoted on the Nasdaq National Market on that date.
As of March 15, 2000 there were 3,129,437 shares of the registrant's
common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: Pursuant to General Instruction
G(2), the responses to Items 6, 7, and 8 of Part II of this report are
incorporated herein by reference from the Company's Annual Report to
Shareholders for the year ended December 31, 1999. Pursuant to General
Instruction G(3), the responses to Items 10, 11 and 12 of Part III of this
report are incorporated herein by reference from the Company's definitive proxy
statement for its 2000 Annual Meeting of Shareholders to be filed with the
Securities and Exchange Commission on or before March 22, 2000.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)
2
PART I
ITEM 1. BUSINESS
OVERVIEW
Celeris Corporation ("Celeris" or 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. These services
accelerate specific functions within clinical trials and new product submissions
which often become bottlenecks for manufacturers seeking regulatory clearance to
market new products. Delays in obtaining regulatory clearance for new products
can result in significant lost revenues and increased expenses for
manufacturers. As a consequence, manufacturers have increasingly outsourced
clinical research functions to organizations, such as the Company, that can
offer expertise and services which speed the product development process.
CLINICAL RESEARCH OUTSOURCING AND INDUSTRY TRENDS
New pharmaceutical, medical device and biotechnology products undergo extensive
clinical testing and regulatory review to determine their safety and efficacy.
Manufacturers seeking approval for these products are often responsible for
performing and analyzing pre-clinical and multi-phase clinical trials.
Historically, manufacturers primarily used in-house personnel to conduct these
trials. In recent years, manufacturers have begun to outsource clinical trials
to clinical research organizations ("CROs"). Outsourcing of clinical research
has been done for a variety of reasons: (i) cost containment efforts have lead
companies to seek ways to reduce overhead, turning fixed costs into variable
costs; (ii) the increasingly complex nature and size of research trials requires
greater expertise, which may not be found in-house; (iii) the need to reduce the
time it takes to get a product through the Food and Drug Administration ("FDA")
approval process; and (iv) the growth of smaller niche companies, particularly
in the biotechnology and medical device industries, which lack internal
resources to complete the approval process.
Worldwide spending for research and development ("R&D") outsourcing is
projected at $28.3 billion, $5.6 billion of which is projected to be outsourced
to CROs. R&D outsourcing to CROs has grown at a rate of 20% annually over the
last five years. The Company believes this trend will continue as manufacturers
strive to enhance their revenues through faster product development while
containing their costs. The CRO industry assists companies in this regard by
providing a higher level of expertise or specialization than would be available
in-house, capability to perform product development activities more quickly, and
the opportunity to convert the fixed costs required to maintain in-house
resources into variable costs through outsourcing.
In recent years, a number of CROs have emerged as large, full service providers
of a broad range of product development services on a global basis. Their
strategy is to provide a turnkey approach to meet the product development needs
of manufacturers. These organizations typically maintain offices in multiple
countries and employ hundreds or even thousands of individuals. Many of the
large CROs have sustained significant growth rates over the past several years,
produced either by internal expansion, strategic acquisitions of other
organizations that provided geographic expansion, new therapeutic expertise, or
broader service capabilities, or by a combination thereof. While successful, the
larger CROs may not meet the needs of some pharmaceutical, biotechnology and
medical device manufacturers for a variety of reasons, including a preference on
the part of some manufacturers to work with smaller, more client-focused
organizations.
This unfulfilled need has contributed to the emergence of smaller niche
providers, who are focused on providing specific services within the product
development process, or who specialize in one or more therapeutic areas.
Services provided by these organizations, including those provided by the
Company, may be utilized by product development organizations directly or by
other CROs. These organizations range in size from a few hundred employees to
sole proprietorships. Overall, the CRO industry is highly fragmented with
several hundred CROs in existence.
1
3
BUSINESS STRATEGY
The Company's overall strategy is to offer select clinical research and
information technology services to pharmaceutical, medical device and
biotechnology manufacturers in areas that accelerate the product development
process. In its service areas, the Company focuses on services that expedite and
streamline clinical trials and regulatory submissions for new drugs, devices and
other regulated healthcare products. The Company offers its services either on a
stand-alone basis or as part of clinical study management program.
SERVICES
Clinical Monitoring Staffing Services. The clinical research process requires
highly trained, experienced individuals. The CRO industry's rapid growth over
recent years has made for a very competitive environment regarding the hiring,
training and retention of employees which has, in many cases, resulted in a high
employee turnover rate throughout the industry. Throughout the life of a
clinical study, significant employee turnover can dramatically impact data
quality and FDA submission timelines, resulting in increased costs. To assist
product development organizations and CROs in identifying qualified resources,
the Company provides experienced clinical monitors on a contract basis to both
product development organizations and to CROs. These individuals possess a
number of years experience monitoring trials in multiple therapeutic areas,
strong interpersonal skills, and a demonstrated ability to work independently.
Data Management. Clinical trials produce large amounts of data that must be
properly collected and analyzed. This process can be inefficient, particularly
when it involves the use of antiquated systems or the merging of large data sets
housed on disparate systems. To address these issues, the Company has invested
in a state-of-the-art database management system that will allow for the
efficient replication and upload of sponsor data sets. The Company believes use
of the system provides a competitive advantage as a number of product
development companies use the same database system. In addition, the Company is
also experienced in the collection and integration of disparate data sets. As
the size and complexity of clinical trials grows, data sets within a particular
protocol or set of protocols may be generated using different systems making it
cumbersome to analyze and compare study results. The Company's experience in
this area allows it to assist clients in the efficient integration of data sets
suitable for statistical analysis and submission to regulatory authorities. The
Company believes the demand for data integration will continue to grow due in
part to the growth in new product development, coupled with increased licensing
activity and joint ventures between product development organizations.
Regulatory Consulting. Through its subsidiary, C.L. McIntosh & Associates
("CLMA"), Celeris provides regulatory consulting services, primarily to medical
device and biologic manufacturers. The Company assists manufacturers in
obtaining and maintaining FDA clearance to market their products and to comply
with all applicable FDA regulations. There are four consulting groups within
CLMA as described below.
Medical Device Evaluation. The Medical Device Evaluation Group provides
medical device manufacturers with strategic planning, preparation and
review services related to various FDA submissions, such as
Investigational Device Exemptions ("IDEs"), Premarket Notifications
("510(k)s"), and Premarket Approval Applications ("PMAs") for clearance
to market new medical products. In doing so, this group may prepare the
entire regulatory submission or individual sections, or review the
client's submission for potential FDA issues and completeness.
Additionally, the group will represent and advise clients in meetings
with FDA reviewers and advisory panels.
Statistics. The Statistics Group provides comprehensive statistical
consulting related to clinical study design and protocol development,
database design, programming and validation, data analysis and report
preparation. This group also assists clients in their interactions
with and presentations to the FDA.
Quality Systems and Compliance. The Quality Systems and Compliance
Group provides consulting services to clients with medical device and
radiation-emitting electronic products regarding GMP (Good
Manufacturing Practices) and QSR (Quality System Regulations). This
group also consults on issues related to electronic product radiation
safety performance standards, product certification processes, recalls,
responses to FDA inspections, complaint handling systems and other
record-keeping and reporting requirements.
2
4
Biologics. The Biologics Group provides regulatory and product
development strategy, submission preparation and review, FDA
interaction, and clinical trial design to companies which produce
biologic markers and assays, blood and blood-related products, biologic
therapeutic agents (recombinant proteins from cell culture and from
transgenic sources), monoclonal antibodies, classical and
biotech-derived vaccines, and cell and gene therapies.
SALES AND MARKETING, CUSTOMERS AND COMPETITION
Sales and Marketing. The Company has a business development team focused on
selling services to pharmaceutical, medical device and biotechnology
manufacturers who have a track record of outsourcing clinical research services
and who the Company believes can benefit from its particular services. New
client leads are generated primarily through industry contacts, as well as
through participation in medical industry seminars and exhibits, direct mail and
advertising campaigns. The Company works to generate repeat business primarily
by providing quality services to its clients. Marketing of the Company's
regulatory consulting services is focused primarily on medical device and
biologics manufacturers located in the United States and focuses on the previous
FDA and industry experience of its senior consultants.
Customers. To date, the Company has served over 600 pharmaceutical, medical
device and biotechnology manufacturers, predominantly all of whom are in the
United States. The Company works with various client personnel including medical
and scientific personnel, regulatory affairs professionals, and business
executives. The Company has clients in a broad array of medical specialties,
with a strong presence in the cardiovascular, ophthalmology, biologic markers,
HIV and anti-infectives. During 1999, revenues from Roche Molecular and
BioCompatibles, Inc. accounted for 24.0% and 14.8%, respectively, of the
Company's consolidated revenues. The Company anticipates that in the future,
these clients or other clients may account for greater than ten percent of its
consolidated revenues, depending on the product development plans for each
client, each client's continued use of outsourced clinical research services and
the Company's ability to retain each client's business.
Competition. The Company competes in a large and highly fragmented industry
which consists of a broad array of companies ranging from large, publicly traded
organizations to sole proprietorships. The Company primarily competes against
in-house research and development departments of product development
manufacturers and other CROs, some of which possess substantially greater
capital, technical and other resources than the Company. CROs can possess
various competitive advantages, including previous client experience, expertise
in particular services or therapeutic areas, the quality of services performed,
financial viability and price.
GOVERNMENT REGULATION
The clinical investigation of new pharmaceutical, biotechnology and medical
device products is highly regulated by governmental agencies. The purpose of
United States federal regulations is to ensure that only those products which
have been proven to be safe and effective are made available to the public. The
FDA has set forth regulations and guidelines that pertain to virtually all
aspects of the product approval process. Pursuant to FDA regulations, CROs that
assume obligations of a company sponsor are required to comply with applicable
FDA regulations and are subject to regulatory action for failure to comply with
such regulations. In the United States, the historical trend has been in the
direction of increased regulation by the FDA.
The services provided by the Company are ultimately subject to FDA regulation in
the United States and comparable agencies in other countries, although the level
of applicable regulation in other countries is generally less comprehensive than
regulation present in the United States. The Company and its clients are
obligated to comply with FDA regulations governing all activities related to the
clinical trial process. The Company must also maintain records for each study
for specified periods for inspection by the study sponsor and the FDA during
audits. If such audits document that the Company has failed to adequately comply
with Federal regulations and guidelines, it could have a material adverse effect
on the Company. In addition, the Company's failure to comply with applicable
regulations could possibly result in termination of ongoing research or the
disqualification of data, either of which could also have a material adverse
effect on the Company, including, without limitation, damage to the Company's
reputation.
3
5
EMPLOYEES
As of February 29, 2000, the Company had 109 full-time employees. The Company's
performance depends on its ability to attract, develop, motivate and retain
qualified professional, scientific and technical staff. There is significant
competition for employees with the skills required to perform the services
offered by the Company from other CROs as well as from the in-house research
departments of pharmaceutical, medical device and biotechnology companies. The
Company's employees are not covered by collective bargaining agreements. The
Company has experienced no work stoppages and believes its relations with its
employees to be good.
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 the healthcare provider software segment. See the information set forth under
the caption "Management's Discussion and Analysis" in the Company's Annual
Report to Shareholders for the year ended December 31, 1999 for further
discussion of discontinued operations.
CAUTIONARY STATEMENT AND RISK FACTORS
This Annual Report on Form 10-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include statements regarding intent, belief, or
current expectations of the Company and its management related to the business,
financial condition, liquidity, results of operations or prospects of the
Company. 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 expressed or implied by the
forward-looking statements. The risk factors set forth below, among others, in
the context of a forward-looking statement means that any one of the factors may
cause actual results to differ materially from those implied by such
forward-looking statements. These risk factors are in addition to any other
cautionary statements, written or oral, which may be made or referred to in
connection with any such forward-looking statement.
The Company May Continue to Incur Net Losses
The Company has incurred substantial net losses since its formation. Net losses
for the year ended December 31, 1999 were $2.11 million, and the accumulated
deficit at that date was $57.53 million. The Company's ability to increase
revenue will depend on a number of factors, including expanding its regulatory
and clinical studies consulting services and developing its new models for
clinical research services. The Company also anticipates increased operating
expenses for personnel to expand services. As a result, the Company expects that
it will continue to experience operating losses through 2000. The Company's
ability to achieve profitability and positive cash flow in future periods will
depend on its ability to control costs and to keep increases in expenditures
below growth in revenue, if any. The Company cannot predict whether it will
generate sufficient revenues, or adequately control costs, to achieve
profitability or positive cash flow.
The Company Will Experience Fluctuations in Quarterly Operating Results
The Company's quarterly operating results may fluctuate significantly because of
several factors, including the commencement or completion of significant
contracts, delays in implementing or completing particular clinical trials and
terminations of clinical trials. Due to the relatively fixed nature of most
costs, including personnel and facilities costs, any unanticipated shortfall in
revenue in any fiscal quarter would have an adverse effect on the results of
operations in that quarter. In general, quarterly revenue is difficult to
forecast because many of the Company's services have been recently introduced,
which makes forecasting demand for, and revenue from, these services uncertain.
As a result of the foregoing factors, it is possible that in some future
quarters results of operations will be below the expectations of public market
analysts and investors. In such event, the price of the Company's common stock
could be adversely affected.
4
6
The Company Depends on Certain Industries
The Company's revenue is highly dependent upon the research and development
expenditures of the pharmaceutical, medical device and biotechnology industries
and the use of outside clinical research services by these industries. The
Company's operations could be materially and adversely affected by a general
economic decline in these industries or by any reduction in their research and
development expenditures or in the outsourcing of clinical research services.
The Company Operates in a Highly Competitive Industry
The market for clinical research services offered by the Company is highly
competitive. The Company competes against traditional clinical research
organizations, the in-house research and development departments of sponsor
companies, as well as universities and teaching hospitals. Most of these
competitors have established market positions and greater capital, technical and
other resources than the Company. Increased competition may lead to price and
other forms of competition that may affect margins.
Large Contracts May Be Terminated or Delayed
Most of the Company's contracts are terminable by the client. Clients may
terminate, delay or change the scope of contracts for a variety of reasons,
including, among others, the failure of products being tested to satisfy safety
requirements, unexpected or undesired clinical results of the product, the
client's decision to forego a particular study, such as for economic reasons,
insufficient patient enrollment or investigator recruitment or production
problems resulting in shortages of the product being tested. In addition, the
Company believes that cost-containment and competitive pressures have caused
sponsor companies to apply more stringent criteria to the decision to proceed
with clinical trials and, therefore, may result in a greater willingness of
these companies to cancel contracts with clinical research organizations. The
loss, delay or change in scope of a large contract or multiple contracts could
have a material adverse effect on the Company's financial performance.
Backlog May Not be a Meaningful Indicator of Future Revenue
The Company periodically reports backlog of potential revenue yet to be earned
from projects under contracts or letters of intent. Contracts included in
backlog may be terminated, delayed or revised in scope by clients for a variety
of reasons. At December 31, 1999, backlog was $5.8 million. The Company believes
that its backlog as of any given date may not necessarily be a meaningful
predictor of future results and no assurances can be given that the Company will
be able to realize fully all of its backlog as revenue.
Dependence on a Single Client for a Significant Portion of Revenue
The Company has in the past, and may in the future, derive a significant portion
of its revenue from a single client. In 1999, the Company derived 24.0% and
14.8% of its revenue from Roche Molecular and BioCompatibles, Inc.,
respectively. In 1998, the Company derived 13.2% and 10.7% of its revenue from
Mentor Corporation and Guidant Corporation, respectively. The loss of, or
significant decrease in business from, a single client or clients may have a
material adverse effect on the Company.
The Company May Experience Operational Difficulties
Expansion in the clinical research services market will place a strain on
operational, human and financial resources. In order to manage such expansion,
the Company must continue to improve operating, administrative and information
systems, accurately predict future personnel and resource needs to meet client
contract commitments, track the progress of ongoing client projects, and attract
and retain qualified management, professional, scientific and technical
operating personnel. Failure to meet the demands of the expansion of the
business could have a material adverse effect on the Company.
5
7
The Company Depends on Government Regulation
The clinical research industry depends on the comprehensive government
regulation of the product development process. In the United States, the general
trend has been in the direction of continued or increased regulation. Changes in
regulation, including a relaxation in regulatory requirements or the
introduction of simplified approval procedures, could materially and adversely
impact the demand for the services offered by the Company. In addition, failure
to comply with applicable regulations could result in the termination of ongoing
research or the disqualification of data, either of which could have a material
adverse effect on the Company.
The Possibility of Material Adverse Outcomes Related to the Company's
Shareholder Lawsuits or SEC Investigation
As described fully in Item 3 of this Form 10-K, the Company is a defendant in IN
RE SUMMIT MEDICAL SYSTEMS, INC. SECURITIES LITIGATION, a consolidated federal
court securities action which was filed on March 10, 1997, and in TEACHERS'
RETIREMENT SYSTEM OF LOUISIANA V. SUMMIT MEDICAL SYSTEMS, INC. ET. AL. which was
filed on April 16, 1997 and is not a class action. 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. 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
judgement, 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
"SEC") is conducting an investigation relating to the Company's restatement of
certain financial statements in 1997. The Company is cooperating fully with the
SEC and its investigation. The Company cannot predict whether any order, decree
or other action issued or taken by the SEC arising out of its investigation will
not result in sanctions which could have a material adverse effect on the
Company or certain individuals.
The Company May Not Have Directors' and Officers' Insurance Coverage for
Litigation Liabilities
As described fully in Item 3 of this Form 10-K, the insurance underwriters of
the Company's former directors' and officers' insurance policies have sought to
deny coverage for costs and liabilities related to the pending shareholder
litigation and SEC investigation. The insurance underwriters filed a declaratory
relief action seeking to affirm this denial to which the Company is opposed and
filed a counterclaim to enforce coverage under this policy. The judge in the
case ruled in favor of the Company's counterclaim and held that the directors'
and officers' insurance policies cover the costs and liabilities related to the
pending shareholder litigation and SEC investigation. The insurance underwriters
have appealed the judge's decision which the Company has opposed. If the
insurance underwriters are successful in this appeal, the insurance underwriters
will not be responsible for any potential losses resulting from an adverse
judgement on, or settlement of, the shareholder litigation, or for the Company's
expenses related to the defense of directors and officers in connection with
this litigation, which could have a material adverse effect on the Company.
The Company May Experience Different Results Than Expected Related to
Discontinued Operations
The Company has retained certain liabilities related to the discontinued
operations. Failure of assumptions related to the estimated remaining liability
amounts of the discontinued operations could have a material adverse effect on
the Company.
ITEM 2. PROPERTIES
The Company leases approximately 13,000 square feet for its corporate
headquarters in Nashville, Tennessee; approximately 15,500 square feet for its
office in Rockville, Maryland; and approximately 16,000 square feet for its
office in Morrisville, North Carolina. The Company believes that the space
leased is adequate for the Company's operations and that the leases generally
reflect market rates in their respective geographic locations. The expiration
dates of the leases range from 2001 to 2003.
6
8
ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant in IN RE SUMMIT MEDICAL SYSTEMS, INC. SECURITIES
LITIGATION ("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
judgement, 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
"SEC") is conducting an investigation of the Company, relating to the Company's
restatement of certain financial statements. The Company is cooperating fully
with the SEC and its investigation. There can be no assurance that any order,
decree or other action issued or taken by the SEC 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 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 Securities litigation 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. On July 22, 1999, the
District Court ruled in favor of the Company's motion for summary judgment and
held that the Company's directors' and officers' insurance policies cover claims
related to the Company's Securities litigation. 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 order, decree or
declaration arising out of this matter will not have a material adverse effect
on the Company or its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
7
9
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS
MATTERS
The Company's Common Stock trades on The Nasdaq Stock Market(R) ("Nasdaq") under
the symbol "CRSC". On March 15, 2000 the last reported sale price for the Common
Stock on Nasdaq was $5.06. As of March 15, 2000 the Company had 167 holders of
record of the Common Stock and the Company estimates an additional 1,475
beneficial owners. The following table shows the high and low sales prices for
the Common Stock as reported by Nasdaq for the periods indicated (adjusted to
reflect the one for three reverse stock split).
HIGH LOW
---- ---
1998
First quarter $ 10.69 $ 4.31
Second quarter $ 15.38 $ 6.19
Third quarter $ 8.63 $ 3.00
Fourth quarter $ 4.50 $ 1.88
1999
First quarter $ 4.13 $ 2.25
Second quarter $ 3.75 $ 1.69
Third quarter $ 4.03 $ 1.13
Fourth quarter $ 2.38 $ 0.94
The Company has paid no dividends since its inception date.
On November 9, 1999, the Company announced that it was not in compliance with
the Nasdaq National Market's continued listing requirement that the market value
of the Company's public float exceed $5 million. Nasdaq informed the Company
that unless it regained compliance with the public float requirement by January
7, 2000, and maintained compliance with the other Nasdaq continued listing
requirements, the Company's Common Stock would be delisted. The Company
requested an oral hearing before a Nasdaq Listing Qualifications Panel, which
was granted February 17, 2000. On March 6, 2000, the Company received a letter
from Nasdaq stating that as of the close of business on March 3, 2000, the
Company had reported a market value of public float of at least $5 million for
twenty (20) consecutive trading days and had therefore evidenced compliance with
all requirements necessary for continued listing on the Nasdaq National Market.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth under the caption "Selected Financial Data" in the
Company's Annual Report to Shareholders for the year ended December 31, 1999 is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information set forth under the caption "Management's Discussion and
Analysis" in the Company's Annual Report to Shareholders for the year ended
December 31, 1999 is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
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 and U.S. agency bonds 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.
8
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and related supplementary data of the Company as of and
for the year ended December 31, 1999 on page 11 through page 26 of the Company's
Annual Report to Shareholders for the year ended December 31, 1999 are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning this Item is incorporated herein by reference to the
Company's definitive proxy materials for the Company's 2000 Annual Meeting of
Shareholders.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning this Item is incorporated herein by reference to the
Company's definitive proxy materials for the Company's 2000 Annual Meeting of
Shareholders.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning this Item is incorporated herein by reference to the
Company's definitive proxy materials for the Company's 2000 Annual Meeting of
Shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) Financial Statements of the Company and its subsidiaries required
to be included in Part II, Item 8 are incorporated herein by reference
from the Company's Annual Report to Shareholders for the year ended
December 31, 1999, and are included in Exhibit 13.
(a) (2) and (d) Report of Independent Public Accountants and Schedule II -
Valuation and Qualifying Accounts are located on pages S-1 and S-2,
respectively, of this Annual Report on Form 10-k.
(a) (3) and (c) Exhibits.
EXHIBIT NO. DESCRIPTION
*3.1 Restated Articles of Incorporation of the Company, as amended
******3.2 Amendment to Articles of Incorporation of the Company for name change
*3.3 Bylaws of the Company
9
11
******4.1 Form of Certificate for Common Stock
*10.1 Summit Medical Systems, Inc. 1993 Stock Option Plan
*10.2 Summit Medical Systems, Inc. 1995 Non-Employee Director Stock Option
Plan
**10.3 First and Second Amendment to Summit Medical Systems, Inc., 1993
Stock Option Plan
***10.4 Employment Agreement between Summit Medical Systems, Inc., C. L.
McIntosh & Associates, Inc. and Charles L. McIntosh dated December
31, 1996
***10.5 Employment Agreement between Summit Medical Systems, Inc. and Donald
F. Fortin dated December 31, 1996
****10.6 Third Amendment to Summit Medical Systems, Inc., 1993 Stock Option
Plan
****10.7 Fourth Amendment to Summit Medical Systems, Inc., 1993 Stock Option
Plan
****10.8 Employment Agreement dated October 6, 1997 between Summit Medical
Systems, Inc. and Barbara A. Cannon
*****10.9 Asset Purchase Agreement, dated November 25, 1998, between Velos
Medical Informatics, Inc. and Summit Medical Systems, Inc.
13 Portions of the Company's Annual Report to Shareholders for the year
ended December 31, 1999
23.1 Consent of Arthur Andersen LLP
27.1 Financial Data Schedule (for SEC use only) - Year Ended December 31,
1999
- ---------------
* Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 33-93700).
** Incorporated by reference to the Company's Current Report on Form 8-K
filed January 14, 1997 (File No. 0-26390).
*** Incorporated by reference to the Company's Annual Report on Form
10-K/A for the year ended December 31, 1996 (File No. 0-26390).
**** Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997 (File No. 0-26390)
***** Incorporated by reference to the Company's Current Report on Form 8-K
dated January 8, 1999 (File No. 0-26390)
****** Incorporated by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1998
(b) No reports on Form 8-K were filed during the quarter ended December
31, 1999.
10
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 23, 2000 CELERIS CORPORATION
By /S/ BARBARA A. CANNON
---------------------------------------
BARBARA A. CANNON
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/S/ JOHN M. NEHRA Chairman of the Board March 23, 2000
- -------------------------------------
JOHN M. NEHRA
/S/ BARBARA A. CANNON President and Chief Executive Officer March 23, 2000
- ------------------------------------- and Director (principal executive
BARBARA A. CANNON officer)
/S/ PAUL R. JOHNSON Vice President and Chief March 23, 2000
- ------------------------------------- Financial Officer and Secretary
PAUL R. JOHNSON (principal financial
and accounting officer)
/S/ W. HUDSON CONNERY, JR. Director March 23, 2000
- -------------------------------------
W. HUDSON CONNERY, JR.
/S/ RICHARD B. FONTAINE Director March 23, 2000
- -------------------------------------
RICHARD B. FONTAINE
/S/ PETER T. GARAHAN Director March 23, 2000
- -------------------------------------
PETER T. GARAHAN
/S/ ANDRE G. PERNET, PH.D. Director March 23, 2000
- -------------------------------------
ANDRE G. PERNET, PH.D
11
13
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Celeris Corporation:
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in Celeris
Corporations' Annual Report to Shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated February 1, 2000. Our audit
was made for the purpose of forming an opinion on those consolidated statements
taken as a whole. The schedule listed in the index is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
/s/ Arthur Andersen LLP
Nashville, Tennessee
February 1, 2000
S-1
14
CELERIS CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
12/31/99 12/31/98 12/31/97
---------- ---------- --------
Allowance for doubtful accounts (a):
Balance at beginning of period $ 171,756 $ 59,425 $ --
Additions:
Charged to costs and expenses 198,332 119,892 127,132
Charged to other accounts -- -- --
Deductions (b) 26,672 7,561 67,707
---------- ---------- --------
Balance at end of period $ 343,416 $ 171,756 $ 59,425
========== ========== ========
Net liabilities of discontinued operations:
Balance at beginning of period $4,256,332 $ -- $ --
Additions:
Charged to costs and expenses -- 5,874,000 --
Charged to other accounts -- -- --
Deductions 3,060,809 1,617,668 --
---------- ---------- --------
Balance at end of period $1,195,523 $4,256,332 $ --
========== ========== ========
(a) Amounts related to allowance for doubtful accounts have been restated
for discontinued operations.
(b) Uncollectible accounts written off
S-2