EXHIBIT 99
[CELERIS CORPORATION LOGO]
CELERIS CORPORATION NEWS RELEASE
1801 West End Avenue, Suite 750
Nashville, Tennessee 37203
phone: 615.341.0223
fax: 615.341.0615
CONTACT: PAUL R. JOHNSON
CHIEF FINANCIAL OFFICER
(615) 341-0223
CELERIS CORPORATION SIGNS DEFINITIVE AGREEMENT WITH STATPROBE
REPORTS FIRST QUARTER 2002 RESULTS
NASHVILLE, Tennessee (May 15, 2002) -- Celeris Corporation (OTCBB:CRSC), a
provider of specialty clinical research services to pharmaceutical, medical
device and biotechnology companies, today announced that it has signed a
definitive agreement to sell substantially all the assets of its clinical
monitoring and data management operations to STATPROBE Inc., a provider of
clinical trial services based in Ann Arbor, Michigan. STATPROBE intends to
assume all of Celeris' client contracts for clinical monitoring and data
management services and Celeris' operations staff.
Celeris currently anticipates distributing between $0.29 and $0.35 per share in
cash to its shareholders in a liquidating distribution following the sale. The
purchase price for the assets is approximately $2 million, subject to certain
purchase price adjustments, plus the assumption of certain of the Company's
liabilities and obligations. The proceeds from the sale plus cash on hand will
be used to satisfy all existing liabilities and obligations of the Company and
all costs and expenses related to these transactions, with the remainder to be
distributed in cash to the shareholders. The Company's Board of Directors
received a fairness opinion relative to the consideration anticipated to be
received by shareholders in the proposed transaction. The actual distribution
could be higher or lower than the range per share contemplated depending on a
number of factors, some of which are outside of the Company's control or
ability to quantify at this time.
Celeris shareholders must approve the sale, and the Company anticipates filing
and mailing to its shareholders a proxy statement shortly. The proxy statement
will contain additional information concerning the details of the sale, the
anticipated range of cash per share to be distributed to shareholders, and
factors that will affect the final amount actually distributed to shareholders.
Celeris intends to hold the vote at the Company's annual meeting, scheduled for
June 26, 2002, with the transaction to close shortly thereafter. Celeris
currently anticipates that the distribution will occur in the fourth quarter of
2002.
Barbara Cannon, president and chief executive officer of Celeris, said, "We
believe Celeris shareholders, customers, and employees are best served by this
transaction. The anticipated proceeds represent a premium over the current
share price, and the transaction provides our shareholders with liquidity not
currently available in the market. In addition, Celeris staff members have the
opportunity
-MORE-
CRSC Signs Definitive Agreement
and Reports First Quarter Results
Page 2
May 15, 2002
- -------------------------------------------------------------------------------
to join STATPROBE and continue to provide the high level of service
that our clients have come to expect."
Celeris also reported its results of operations for the first quarter ended
March 31, 2002. As a result of the proposed transaction with STATPROBE, the
Company has accounted for all of its clinical services businesses as
discontinued operations. Clinical research services revenue related to the
discontinued operations for the first quarter ended March 31, 2002, was $2.16
million, resulting in a loss from discontinued operations of $89,000, or $0.02
per diluted share, compared with revenue for the first quarter of 2001 of $2.20
million, resulting in a loss from discontinued operations of $124,000, or $0.04
per diluted share. Loss from continuing operations for the first quarter of
2002 was $707,000, or $0.21 per diluted share, compared with a loss from
continuing operations of $618,000, or $0.18 per diluted share, in the
prior-year quarter.
If the closing is delayed or Celeris shareholders do not vote in favor of the
transaction, the company cannot determine how its operations or financial
position may be affected. As a result, Celeris cannot guarantee that its
available capital resources will be sufficient to fund its operations through
the end of 2002.
STATPROBE Inc. is a privately held, full-service contract research organization
(CRO) serving pharmaceutical, biotechnology and medical device clients. The
company was founded in 1988 and currently employs over 300 in Ann Arbor, MI;
Columbus, OH; Lexington, KY; San Diego, CA and Cary, NC.
Celeris Corporation is a provider of specialty clinical research services and
information technology services that expedite and streamline the clinical trial
and regulatory submission process for pharmaceutical, medical device and
biotechnology manufacturers.
This press release may contain "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 of intent, belief or current expectations of
Celeris Corporation and its management. Such forward-looking statements are not
guarantees of future results and involve risks and uncertainties that may cause
actual results to differ materially from the results discussed in the
forward-looking statements. Risks and uncertainties that may cause such
differences include, but are not limited to the ability of the Company to close
the sale of its operating assets, the effects on the Company if the sale is not
completed, the uncertainty as to what liquidating distributions, if any,
shareholders will receive if the sale is completed, the effect that a delay of
the close of the sale might have on the proceeds from the sale or assets
remaining after the sale, the ability of the Company to meet its operating and
capital expenditure requirements in 2002 and remain a going concern, the
uncertainty of market acceptance of the Company's clinical research services;
changes in the Company's backlog including potential cancellation, delay or
change in the scope of client contracts for clinical research services; the
Company's dependence on a single client for a material portion of the Company's
revenues; and other risk factors detailed in the Company's Securities and
Exchange Commission filings, including the Company's Form 10-K for the year
ended December 31, 2001, which was filed April 1, 2002.
-MORE-
CRSC Signs Definitive Agreement
and Reports First Quarter Results
Page 3
May 15, 2002
- -------------------------------------------------------------------------------
CELERIS CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
THREE MONTHS ENDED
MARCH 31,
2002 2001
-------- --------
Revenue:
Clinical research services $ -- $ --
Project pass-through expenses -- --
-------- --------
Total revenue -- --
Cost of revenue:
Clinical research services -- --
Project pass-through expenses -- --
-------- --------
Total cost of revenue -- --
-------- --------
Gross profit -- --
Selling, general and administrative expenses 715 680
-------- --------
Loss from operations (715) (680)
Interest income, net 8 62
-------- --------
Net loss from continuing operations (707) (618)
Discontinued operations:
Loss from discontinued operations (89) (124)
-------- --------
Net loss $ (796) $ (742)
======== ========
Basic and diluted loss per common share:
Continuing operations $ (0.21) $ (0.18)
Discontinued operations (0.02) (0.04)
-------- --------
$ (0.23) $ (0.22)
======== ========
Basic and diluted weighted average
shares outstanding 3,424 3,316
-MORE-
CRSC Signs Definitive Agreement
and Reports First Quarter Results
Page 4
May 15, 2002
- -------------------------------------------------------------------------------
CELERIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amount)
MARCH 31, DEC. 31,
2002 2001
-------- --------
ASSETS
Current Assets:
Cash and cash equivalents $ 2,184 $ 2,465
Restricted funds 277 342
Accounts receivable, net of allowance of
$154 and $162, respectively 555 493
Other current assets 195 181
Current assets held for sale 1,437 1,906
-------- --------
Total current assets 4,648 5,387
Furniture, fixtures and equipment held for sale, net 737 867
-------- --------
Total Assets $ 5,385 $ 6,254
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses $ 1,147 $ 918
Deferred revenue and payables 205 202
Current liabilities held for sale 929 1,234
-------- --------
Total current liabilities 2,281 2,354
Commitments and contingencies -- --
Shareholders' Equity:
Common stock, $0.01 par value - 13,511 shares authorized;
3,424 shares issued and outstanding, respectively 34 34
Additional paid-in capital 68,749 68,749
Accumulated deficit (65,679) (64,883)
-------- --------
Total shareholders' equity 3,104 3,900
-------- --------
Total Liabilities and Shareholders' Equity $ 5,385 $ 6,254
======== ========
-END-