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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, 2001
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 24, 2001 there were 3,315,786 shares of the registrant's common
stock outstanding.
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CELERIS CORPORATION
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2001 and December 31, 2000 ......................1
Condensed Consolidated Statements of Operations For the Three Months Ended March 31, 2001 and 2000.....2
Condensed Consolidated Statements of Cash Flows For the Three Months Ended March 31, 2001 and 2000.....3
Notes to Condensed Consolidated Financial Statements ..................................................4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.........5
Item 3. Quantitative and Qualitative Disclosures About Market Risks ..................................7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ............................................................................7
Item 5. Other Information ............................................................................7
Item 6. Exhibits and Reports on Form 8-K .............................................................7
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 or 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) 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; (4) 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; (5) a material portion of the
Company's future revenue is dependent on a single client; (6) 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; (7) intense
competition in the market for clinical research services; (8) the Company's
dependence on the amount of research and development activities, particularly
clinical trials, of pharmaceutical, medical device and biotechnology companies;
(9) the Company's dependence on regulation of the pharmaceutical, medical device
and biotechnology industries; (10) the possibility of an adverse outcome related
to the Company's SEC investigation; (11) the possibility that the Company may be
unable to regain compliance with the Nasdaq National Market continued listing
requirements; and (12) the market acceptance of the Company's Internet
capabilities. 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 29, 2001. 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
(In thousands)
MARCH 31, DECEMBER 31,
2001 2000
-------- --------
ASSETS
Current assets:
Cash and cash equivalents $ 4,415 $ 4,728
Restricted funds 419 510
Accounts receivable, net of allowance of
$237 and $258, respectively 1,474 1,868
Other current assets 237 216
-------- --------
Total current assets 6,545 7,322
Net furniture, fixtures and equipment 1,180 1,325
-------- --------
Total assets $ 7,725 $ 8,647
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 1,014 $ 1,087
Deferred revenue and payables 532 605
Current portion of capital lease obligation 126 124
Net current liabilities of discontinued operations 95 99
-------- --------
Total current liabilities 1,767 1,915
Long-term portion of capital lease obligation 91 123
Commitments and contingencies -- --
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value - 13,511 shares
authorized; 3,316 shares issued and
outstanding, respectively 33 33
Additional paid-in capital 68,722 68,722
Accumulated deficit (62,888) (62,146)
-------- --------
Total shareholders' equity 5,867 6,609
-------- --------
Total liabilities and shareholders' equity $ 7,725 $ 8,647
======== ========
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)
(In thousands, except per share amounts)
FOR THE THREE MONTHS
ENDED MARCH 31,
--------------------
2001 2000
------- -------
Revenues:
Clinical research services $ 2,201 $ 2,789
Project pass-through expenses 176 240
------- -------
2,377 3,029
Cost of sales:
Clinical research services 1,456 1,957
Project pass-through expenses 176 240
------- -------
1,632 2,197
Gross profit 745 832
Selling, general and administrative expenses 1,543 1,777
------- -------
Loss from operations (798) (945)
Interest income, net 56 99
------- -------
Net loss $ (742) $ (846)
======= =======
Basic net loss per common share $ (0.22) $ (0.27)
======= =======
Diluted net loss per common share $ (0.22) $ (0.27)
======= =======
Weighted average shares outstanding:
Basic 3,316 3,124
Diluted 3,316 3,124
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 CASH FLOWS (UNAUDITED)
(In thousands)
FOR THE THREE MONTHS
ENDED MARCH 31,
--------------------
2001 2000
------- -------
OPERATING ACTIVITIES:
Net loss $ (742) $ (846)
Adjustments to reconcile net loss to net cash
used in continuing operating activities:
Depreciation 180 133
Provision for bad debts 31 56
Changes in operating assets and liabilities:
Accounts receivable 363 (803)
Other current assets (21) 624
Accounts payable and accrued expenses (73) (486)
Deferred revenue and payables (73) 20
------- -------
Net cash used in continuing operating activities (335) (1,302)
INVESTING ACTIVITIES:
Decrease (increase) in restricted funds 91 (7)
Sales and maturities of short-term investments -- 1,023
Purchases of furniture, fixtures and equipment (35) (22)
------- -------
Net cash provided by investing activities 56 994
FINANCING ACTIVITIES:
Principal payments on capital lease obligation (30) (27)
Net proceeds from issuance of common stock -- 54
------- -------
Net cash provided by (used in) financing activities (30) 27
Cash used in discontinued operations (4) (30)
------- -------
Decrease in cash and cash equivalents (313) (311)
Cash and cash equivalents at beginning of period 4,728 7,397
------- -------
Cash and cash equivalents at end of period $ 4,415 $ 7,086
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 5 $ 8
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Assets acquired under capital lease obligation $ -- $ 383
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, 2001
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2001. For further information, refer to the consolidated
financial statements and footnotes thereto for the year ended December 31, 2000
in the Company's Annual Report on Form 10-K for the year ended December 31,
2000.
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, 2001 and 2000 does
not include common stock equivalents of 1,852,498 and 1,184,967, respectively,
as their effect would be antidilutive.
3. DISCONTINUED OPERATIONS
The Company announced on June 10, 1998, its intention to transition out of the
healthcare provider software business ("software business") and on December 24,
1998 completed the sale of the software business. The Company has retained
certain liabilities related to the disposal of the software business, which
totaled $95,000 at March 31, 2001.
4. CONTINGENCIES
The Division of Enforcement of the Securities and Exchange Commission (the
"SEC") 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 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.
5. SEGMENT REPORTING INFORMATION
The Company has adopted Statement of Financial Accounting Standards ("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.
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The Company's operating segment disclosures are as follows (in thousands):
CLINICAL DATA
MONITORING MANAGEMENT REGULATORY
SERVICES SERVICES CONSULTING CORPORATE CONSOLIDATED
-------- -------- ---------- --------- ------------
THREE MONTHS ENDED MARCH 31, 2001
- ---------------------------------
Gross revenue $ 786 $ 678 $ 913 $ -- $ 2,377
Income (loss) from continuing operations (29) (229) 134 (618) (742)
Segment assets 777 1,280 1,001 4,667 7,725
THREE MONTHS ENDED MARCH 31, 2000
- ---------------------------------
Gross revenue $ 690 $ 634 $1,705 $ -- $ 3,029
Income (loss) from continuing operations (83) (317) 198 (644) (846)
Segment assets 625 1,436 2,413 7,749 12,223
6. NEWLY ADOPTED ACCOUNTING PRONOUNCEMENT
Effective January 1, 2001 the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," as amended. SFAS No. 133
requires all derivatives to be recognized in the statement of financial position
and to be measured at fair value. Adoption of SFAS No. 133 had no effect on the
Company's financial statements, as the Company currently has no derivative
financial instruments.
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.
As of March 31, 2001, the Company had a backlog of projects for clinical studies
management, clinical monitoring staffing and data management with an aggregate
contract value of approximately $11.9 million. Potential cancellation, delay or
change in the scope of projects may affect the value of the Company's backlog.
On March 13, 2001, the Company announced the market value of its public float
did not comply with the Nasdaq National Market's continued listing requirement
that it exceed $5 million. On April 26, 2001, the market value of the Company's
public float was $1.84 million, based on a public float of approximately 2.83
million shares. The Company is utilizing the Nasdaq Qualifications Panel hearing
process to maintain its listing on the Nasdaq National Market. There can be no
assurance that the Company will be able to regain compliance with the Nasdaq
National Market continued listing requirements, any appeal the Company makes to
Nasdaq will be successful, or that the Company will be able to meet the listing
requirements of other stock exchanges, including the Nasdaq SmallCap Market.
The Company has adopted SEC Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements", as amended, and the related Emerging Issue
Task Force's Issue No. 99-19, "Reporting Revenue Gross as a Principal Versus Net
as an Agent." Accordingly, the Company has recognized, as revenue and expense,
amounts billed to clients relating to project pass-through expenses incurred in
the performance of the Company's clinical research services in the accompanying
consolidated financial statements. Revenues and expenses related to these
pass-through expenses totaled $176,000 and $240,000 for the three months ended
March 31, 2001 and 2000, respectively.
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RESULTS OF OPERATIONS
Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000
The Company incurred a net loss of $742,000, or $0.22 per diluted share, for the
three months ended March 31, 2001 as compared to a net loss of $846,000, or
$0.27 per diluted share, for the year earlier period.
Continuing Operations. Clinical research services revenues for the three months
ended March 31, 2001 was $2.20 million compared to $2.79 million for the year
earlier period, an decrease of 21.1%. This decrease in clinical research
services revenues is attributed to decreased volume of clinical research
services performed, in part due to delays in certain projects in the Company's
backlog of contracts. Given the Company's current size, management believes that
fluctuations in the timing of the performance of clinical research services may
impact revenue growth rates on a quarterly basis.
Cost of sales were $1.46 million for the 2001 period, or 66.2% of clinical
research services revenues, compared to $1.96 million for the 2000 period, or
70.2% of revenue. This decrease in cost of sales as a percentage of clinical
research services revenues is primarily the result of increased utilization of
client service personnel. Further improvement in cost of sales as a percentage
of clinical research services revenues will be dependent upon keeping client
service personnel utilized as billable resources.
General and administrative expenses were $1.54 million for the period compared
to $1.78 million for the 2000 period. The Company does not anticipate
significant future reductions in general and administrative expenses as the
Company has in place the infrastructure necessary to support expanded service
offerings.
Interest income net of interest expense for the 2001 period was $56,000 compared
to $99,000 for the 2000 period. The decrease is due to the Company's cash and
cash equivalents balance, including restricted funds, which decreased to $4.83
million at March 31, 2001 from $7.64 million at March 31, 2000, due to losses
incurred related to the Company's continuing and discontinued operations, as
well as capital expenditures.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents, including restricted funds, totaled
$4.83 million as of March 31, 2001, a decrease of approximately $400,000 from
December 31, 2000. As of March 31, 2001, the Company had net working capital of
$4.78 million, compared to $5.41 million at December 31, 2000. This decrease
resulted primarily from net losses of $742,000 incurred during the three months
ended March 31, 2001. Management anticipates the Company will continue to
experience operating losses into 2001, and as a result, it believes working
capital will continue to decline.
As of March 31, 2001, the Company had $1.47 million in accounts receivable, net
of bad debt allowance, related to continuing operations compared to $1.87
million as of December 31, 2000. The Company believes its current allowance of
$237,000 for bad debts is adequate. The Company's days sales outstanding in
accounts receivable was 41 days at March 31, 2001 compared to 52 days at
December 31, 2000. Days sales outstanding in accounts receivable may fluctuate
in future periods as the Company's mix of business related to its clinical
research service offerings continues to evolve.
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,
2001, the Company has repurchased 439,867 shares of common stock for
approximately $3.05 million. As of March 31, 2001, there were 3,315,786 shares
of the Company's common stock issued and outstanding.
As of March 31, 2001, the Company had approximately $419,000 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.
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The Company believes that continued expenditure of funds will be necessary to
support its future operations, and that cash and cash equivalents, including
restricted funds, of $4.83 million on hand at March 31, 2001 will be sufficient
to fund its operations, capital requirements, and expansion goals through 2001.
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 into and beyond 2001. 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, 2000 were $4.61 million and for the
three months ended March 31, 2001 were $742,000. The Company had an accumulated
deficit of $62.89 million as of March 31, 2001. 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 29, 2001.
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 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.
ITEM 5. OTHER INFORMATION
The Company has attached as Exhibit 99 its press release dated April 24, 2001.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Restated Articles of Incorporation of the
Company, as amended (Incorporated by
reference to the Company's Registration
Statement on Form S-1).
3.2 Amendment to Amended Articles of
Incorporation of the Company for name change
(Incorporated by reference to the Company's
Annual Report on Form 10-K for the year
ended December 31, 1998).
3.3 Bylaws of the Company (Incorporated by
reference to the Company's Registration
Statement on Form S-1).
4.1 Form of Certificate for Common Stock
(Incorporated by reference to the Company's
Annual Report on Form 10-K for the year
ended December 31, 1998).
4.2 Rights Agreement dated March 6, 2001,
between the Company and Wells Fargo
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Bank Minnesota, N.A., including Certificate
of Designations, Preferences and Rights
(Exhibit A), Form of Rights Certification
(Exhibit B), and Form of Summary of Rights
(Exhibit C) (Incorporated by reference to
Exhibit 4.1 to the Company's Registration
Statement on Form 8-A dated March 6, 2001).
4.3 Stock Purchase Warrant (Incorporated by
reference to the Company's Quarterly Report
on Form 10-Q for the quarter ended September
30, 2000).
99 Press Release dated April 24, 2001.
(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 4, 2001 By: /s/ Barbara A. Cannon
----------------------------------------
Barbara A. Cannon
President and Chief Executive Officer
Date: May 4, 2001 By: /s/ Paul R. Johnson
----------------------------------------
Paul R. Johnson
Vice President and Chief Financial
Officer
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