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EXHIBIT 99.1
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR COMPLIANCE STATEMENT
FOR FORWARD-LOOKING STATEMENTS
In passing the Private Securities Litigation Reform Act of 1995 (the
"Reform Act"), 15 U.S.C.A. Sections 77z-2 and 78u-5 (Supp. 1996), Congress
encouraged public companies to make "forward-looking statements" by creating a
safe harbor to protect companies from securities law liability in connection
with forward-looking statements. Per-Se Technologies, Inc. ("Per-Se" or the
"Company") intends to qualify both its written and oral forward-looking
statements for protection under the Reform Act and any other similar safe harbor
provisions.
"Forward-looking statements" are defined by the Reform Act. Generally,
forward-looking statements include expressed expectations of future events and
the assumptions on which the expressed expectations are based. All
forward-looking statements are inherently uncertain as they are based on various
expectations and assumptions concerning future events and they are subject to
numerous known and unknown risks and uncertainties which could cause actual
events or results to differ materially from those projected. Due to those
uncertainties and risks, the investment community is urged not to place undue
reliance on written or oral forward-looking statements of Per-Se. The Company
undertakes no obligation to update or revise this Safe Harbor Compliance
Statement for Forward-Looking Statements (the "Safe Harbor Statement") to
reflect future developments. In addition, Per-Se undertakes no obligation to
update or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating results over
time.
Per-Se provides the following risk factor disclosure in connection with its
continuing efforts to qualify its written and oral forward-looking statements
for the safe harbor protection of the Reform Act and any other similar safe
harbor provisions. Important factors currently known to management that could
cause actual results to differ materially from those in forward-looking
statements include the disclosures contained in the Annual Report on Form 10-K
to which this statement is appended as an exhibit and also include the
following:
COMPETITION WITH MANAGEMENT SERVICES COMPANIES
The medical management services business is highly competitive. We compete
with national and regional physician and hospital reimbursement organizations,
national information and data processing organizations, and physician groups and
hospitals that provide their own business management services. Our successful
competition within this industry is dependent on numerous industry and market
conditions.
Potential industry and market changes that could adversely affect our
ability to compete for billing and collection business include:
- an increase in the number of managed care providers compared to
fee-for-service providers; and
- new alliances between healthcare providers and third-party payers in
which healthcare providers are employed by such third-party payers.
COMPETITION WITH INFORMATION TECHNOLOGY COMPANIES
The business of providing application software, information technology and
consulting services is also highly competitive. We compete with national and
regional companies in this regard. Some of our competitors have longer operating
histories and greater financial, technical and marketing resources than we. Our
successful competition within this industry is dependent on numerous industry
and market conditions.
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MAJOR CLIENT PROJECTS
Our application software business involves projects designed to reengineer
customer operations through the strategic use of imaging, client/server and
other advanced technologies. Failure to meet our customers' expectations with
respect to a major project could, possibly, have the following consequences:
- damage our reputation and standing in this marketplace;
- impairment of our ability to attract new client/server information
technology business; and
- the inability to collect for services performed on a project.
CHANGES IN OUR INDUSTRY
The markets for our software products and services are characterized by
rapidly changing technology, evolving industry standards and frequent new
product introductions. Our ability to keep pace with changes in our industry may
be dependent on our ability to:
- enhance our existing products and services;
- introduce new products and services quickly and cost effectively;
- achieve market acceptance for new products and services; and
- respond to emerging industry standards and other technological changes.
Our competitors may develop competitive products that could adversely
affect our operating results. It is possible that we will be unsuccessful in
refining, enhancing and developing our software and billing systems going
forward. The costs associated with refining, enhancing and developing our
software and billing systems may increase significantly in the future. Our
existing software and technology may become obsolete as a result of ongoing
technological developments in the marketplace.
CONSOLIDATION IN THE MARKETPLACE
In general, consolidation initiatives in the healthcare marketplace may
result in fewer potential customers for our services. Some of these types of
initiatives include:
- employer initiatives such as creating purchasing cooperatives, (HMOs);
- provider initiatives, such as risk-sharing among healthcare providers and
managed care companies through capitated contracts; and
- integration among hospitals and physicians into comprehensive delivery
systems.
Continued consolidation of management and billing services through
integrated delivery systems may result in a decrease in demand for our billing
and collection services for particular physician practices.
INVESTIGATIONS OF HEALTHCARE BILLING AND COLLECTION PRACTICES
Medical billing and collection activities are governed by numerous federal
and state civil and criminal laws. Federal and state regulators increasingly use
these laws to investigate healthcare providers and companies that provide
billing and collection services. In connection with these laws:
- federal or state government investigation and possible penalties may be
imposed upon us;
- false claims action may have to be defended;
- private payers may file claims against us;
- Medicare, Medicaid and/or other government funded healthcare programs may
exclude us.
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We have been the subject of federal investigations, and we may become the
subject of false claims litigation or additional investigations relating to our
billing and collection activities. Any such proceeding or investigation could
have a material adverse effect on our business.
The ownership and operation of hospitals is also subject to comprehensive
regulation by federal and state governments which may adversely affect hospital
reimbursement. This regulation could have an adverse effect on the operations of
hospitals in general, and consequently reduce the amount of our revenues related
to hospital clients. Current or future government regulations or healthcare
reform measures may effect our business.
DEBT
We have a significant amount of long-term indebtedness and, as a result,
obligations to make interest payments on our debt. If we are unable to make the
required debt payments, we could be required to reduce or delay capital
expenditures, sell certain of our assets, restructure or refinance our
indebtedness, or seek additional equity capital. Our ability to make payments on
our debt obligations will depend on our future operating performance, which will
be affected by certain conditions that are beyond our control.
LEGAL MATTERS AND GOVERNMENT INVESTIGATION
We are involved in legal matters which may expose us to loss contingencies.
These matters include, but are not limited to, claims involving Company
securities. We have also received written demands from customers and former
customers that have not yet resulted in legal action. We are also cooperating
with the Securities and Exchange Commission in a formal, non-public
investigation of former officers and Company transactions.
We may not be able to successfully resolve these legal matters. Other
lawsuits may be filed and other government investigations may be commenced
against us. In the event of an adverse outcome with respect to pending legal
matters, there is the risk that our insurance coverage may not fully cover any
damages assessed against us.
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