SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 21, 1997
CLAIRE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 33-55254-33 87-0467224
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
7373 NORTH SCOTTSDALE ROAD
SUITE B-169
SCOTTSDALE, ARIZONA 85253
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 483-8700
AMENDMENT NO. 2
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its current Report on Form 8-K dated
December 5, 1997 and filed December 8, 1997 as follows:
Attached are audited financial statements of Olympic Rehabilitation
Services, Inc. as of December 31, 1996.
1
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.
(Registrant) CLAIRE TECHNOLOGIES, INC.
/s/ Jan Wallace
Jan Wallace
President
Date: March 13, 1998
2
SMITH & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF: CRANDALL BUILDING SUITE 700
AMERICAN INSTITUTE OF 10 WEST 100 SOUTH
CERTIFIED PUBLIC ACCOUNTANTS SALT LAKE CITY, UTAH 84101
UTAH ASSOCIATION OF TELEPHONE: (801) 575-8297
CERTIFIED PUBLIC ACCOUNTANTS FACSIMILE: (801) 575-8306
- --------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Olympic Rehabilitation Services, Inc. (A Development Stage Company)
We have audited the accompanying balance sheet of Olympic Rehabilitation
Services, Inc. (a development stage company) as of December 31, 1996, and the
related statements of operations and cash flows for the years ended December 31,
1996 and 1995, and for the period of September 15, 1995 (date of inception) to
December 31, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Olympic Rehabilitation
Services, Inc. (a development stage company) as of December 31, 1996, and the
results of its operations and its cash flows for the years ended December 31,
1996 and 1995, and for the period of September 15, 1995 (date of inception) to
December 31, 1996 in conformity with generally accepted accounting principles.
/s/ Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
March 12, 1998
See Notes to Financial Statements.
F-1
OLYMPIC REHABILITATION SERVICES, INC.
(A Development Stage Company)
BALANCE SHEET
12/31/96
-----------------
ASSETS
CURRENT ASSETS
Cash in bank $ 15,355
Prepaid expenses 4,292
Accounts receivable (Net of allowance for doubtful accounts
of $211,000) 498,578
-----------------
TOTAL CURRENT ASSETS 518,225
PROPERTY AND EQUIPMENT
(Note 4 and Schedules V and VI) 453,757
OTHER ASSETS
Organization costs 247
Deposits 3,470
-----------------
3,717
-----------------
$ 975,699
=================
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts payable $ 131,191
Accrued expenses 8,767
Current portion of notes payable (Note 5) 552,754
-----------------
TOTAL CURRENT LIABILITIES 692,712
LONG-TERM DEBT (Note 5) 31,944
-----------------
TOTAL LIABILITIES 724,656
STOCKHOLDERS' EQUITY
Common Stock no par value:
Authorized - 10,000 shares
Issued and outstanding 10,000 shares 0
Earnings accumulated during the development stage 350,074
Dividends paid (99,031)
-----------------
TOTAL STOCKHOLDERS' EQUITY 251,043
-----------------
$ 975,699
=================
See Notes to Financial Statements.
F-2
OLYMPIC REHABILITATION SERVICES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
9/15/95
Years ended (Date of
December 31, inception) to
1996 1995 12/31/96
-------------- -------------- --------------
Service revenue $ 1,224,545 $ 0 $ 1,224,545
Rental revenue 198,926 0 198,926
Net equipment sales 41,450 0 41,450
-------------- -------------- --------------
GROSS PROFIT 1,464,921 0 1,464,921
General & administrative
expenses:
Contract services 218,730 0 218,730
Insurance 6,622 0 6,622
Payroll taxes and benefits 85,280 0 85,280
Rent 25,331 0 25,331
Salaries 377,317 0 377,317
Supplies 42,811 0 42,811
Travel & entertainment 20,094 0 20,094
Utilities 21,081 0 21,081
Other 16,220 0 16,220
Depreciation & amortization 77,587 5 77,592
Interest expense 12,669 0 12,669
Bad debts 211,100 0 211,100
-------------- -------------- --------------
1,114,842 5 1,114,847
-------------- -------------- --------------
NET INCOME (LOSS) BEFORE
INCOME TAXES 350,079 (5) 350,074
INCOME TAXES (Note 1) 0 0 0
-------------- -------------- --------------
NET INCOME (LOSS) $ 350,079 $ (5) $ 350,074
============== ============== ==============
Net income (loss) per weighted
average share $ 35.01 $ (.00)
============== ==============
Weighted average number of
common shares used to
compute net income (loss) per
weighted average share 10,000 10,000
============== ==============
See Notes to Financial Statements.
F-3
OLYMPIC REHABILITATION SERVICES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
9/15/95
Years ended (Date of
December 31, inception) to
1996 1995 12/31/96
--------------- --------------- ---------------
OPERATING ACTIVITIES
Net income (loss) $ 350,079 $ (5) $ 350,074
Adjustments to reconcile net income
(loss) to cash provided by operating activities:
Depreciation and amortization 77,587 5 77,592
Bad debt expense 211,000 0 211,000
Changes in assets and liabilities:
Prepaid expenses (4,292) 0 (4,292)
Accounts receivable (709,578) 0 (709,578)
Accounts payable 131,191 0 131,191
Accrued expenses 8,767 0 8,767
--------------- --------------- ---------------
NET CASH PROVIDED
BY OPERATING ACTIVITIES 64,754 0 64,754
INVESTING ACTIVITIES
Purchase of equipment (486,306) 0 (486,306)
Deposits (3,470) 0 (3,470)
Organization costs (210) (80) (290)
--------------- --------------- ---------------
NET CASH (USED)
BY INVESTING ACTIVITIES (489,986) (80) (490,066)
FINANCING ACTIVITIES
Loans - related parties 515,343 80 515,423
Loan repayments - related parties (79,456) 0 (79,456)
Dividends paid (99,111) 0 (99,111)
Loan proceeds 174,153 0 174,153
Loan repayments (70,342) 0 (70,342)
--------------- --------------- ---------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 440,587 80 440,667
--------------- --------------- ---------------
INCREASE IN CASH
AND CASH EQUIVALENTS 15,355 0 15,355
Cash and cash equivalents at beginning
of period 0 0 0
--------------- --------------- ---------------
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 15,355 $ 0 $ 15,355
=============== =============== ===============
SUPPLEMENTAL INFORMATION
Cash paid for interest $ 12,669 $ 0 $ 12,669
=============== =============== ===============
During 1996, the Company issued a promissory note for $45,000 to purchase
equipment.
See Notes to Financial Statements.
F-4
OLYMPIC REHABILITATION SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1996 and 1995
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Basis of Presentation
The financial statements for all periods presented include the
accounts of the following entities which merged with the Company
on November 21, 1997: Orion Preventive Medicine, Inc. ("Orion"),
and Allied Health Partners, Inc. ("Allied") and the following
limited liability companies which merged into Allied prior to
Allied merging with the Company: Allied Management Group, LLC
(organized in 1995), South Oaks Rehabilitation Clinic, LLC
(organized in 1996), North Oaks Rehabilitation Center, LLC
(organized in 1996), and Health Care Partners, LLC (organized in
1996). The limited liability companies and Allied were owned by
Richard A. Kellar, who is now the Company's President. These
financial statements are presented to meet requirements of the
Securities and Exchange Commission and to show the activities of
the predecessor entities whose operations are now being
continued through the Company. Olympic was incorporated to
acquire the operating entities discussed above.
Accounting Methods
The Company recognizes income and expenses based on the accrual
method of accounting.
Dividend Policy
The Company has not yet adopted any policy regarding payment of
dividends.
Property and Equipment
Property and equipment is recorded at cost and is being
depreciated over a useful life of five to thirty-nine years
using the straight-line method.
Cash and Cash Equivalents
For financial statement purposes, the Company considers all
highly liquid investments with an original maturity of three
months or less when purchased to be cash equivalents.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the
reported amount of revenue and expenses during the reporting
period. Actual results could differ from those estimates. Such
estimates of significant accounting sensitivity are allowance
for doubtful accounts.
Income Taxes
The Company records the income tax effect of transactions in the
same year that the transactions enter into the determination of
income, regardless of when the transactions are recognized for
tax purposes. Tax credits are recorded in the year realized.
The Company utilizes the liability method of accounting for
income taxes as set forth in Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109).
Under the liability method, deferred taxes are determined based
on the differences between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect in
the years in which the differences are expected to reverse. An
allowance against deferred tax assets is recorded when it is
more likely than not that such tax benefits will not be
realized.
F-5
OLYMPIC REHABILITATION SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1996 and 1995
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)
Income Taxes (continued)
Prior to November 30, 1997, the operating entities were limited
liability companies with income taxes being the responsibility
of the member. Thus, no provision for income taxes has been made
in the financial statements.
NOTE 2: DEVELOPMENT STAGE COMPANY
The Company was incorporated under the laws of the State of
Louisiana on June 25, 1997 and has been in the development stage
since incorporation. The Company has entered into the business
of providing contract physical, occupational and activity
therapy services to various hospitals and other medical
providers. In addition the Company provides management services
to several rehabilitation facilities.
NOTE 3: CAPITALIZATION
On the date of incorporation, the Company issued 10,000 shares
of its common stock to Claire Technologies, Inc., a public
company in exchange for organization costs paid by Claire which
are immaterial to the financial statements and are not included
herein. The Company's authorized stock is 10,000 shares of
common stock at no par value.
NOTE 4: PROPERTY AND EQUIPMENT
Property and equipment has a cost of $531,306. The allowance for
depreciation is $77,549 at December 31, 1996. Depreciation
expense for the year ended December 31, 1996 was $77,549.
NOTE 5: NOTES PAYABLE
Notes payable at December 31, 1996 are as follows:
Interest Principal Balances
Related Parties: Rate (%) Current Long-term
---------- ------------ -----------
Linda Holliman 0 $ 27,000 $ 0
Barbara Kellar 0 110,000 0
Richard Kellar 0 27,150 0
Health Services Group 0 225,997 0
John Evans 0 27,000 0
K & K Leasing 0 18,740 0
------------ -----------
435,887 0
Other Creditors:
Hibernia National Bank
credit line 8.25 48,826 0
Hibernia National Bank (1) 6.10 60,000 0
Pecot & Associates (2) 8.00 8,041 31,944
----------- -----------
116,867 31,944
----------- -----------
$ 552,754 $ 31,944
=========== ===========
(1) Personally guaranteed by Richard A. Kellar and secured by
his certificate of deposit.
(2) Secured by equipment
Scheduled principal reductions of notes payable are as follows:
1997 $ 552,754
1998 8,709
1999 9,431
2000 10,214
2001 3,590
-----------------
$ 584,698
=================
F-6
OLYMPIC REHABILITATION SERVICES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1996 and 1995
NOTE 6: COMMITMENTS
The Company leases various property under short-term operating
leases. At December 31, 1996, future expected lease payments
were $29,706. During 1997, the Company began paying or accruing
rent to Richard Kellar, the President, the monthly amount of
$5,023, for the use of property owned by Mr. Kellar.
F-7
SMITH & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF: CRANDALL BUILDING SUITE 700
AMERICAN INSTITUTE OF 10 WEST 100 SOUTH
CERTIFIED PUBLIC ACCOUNTANTS SALT LAKE CITY, UTAH 84101
UTAH ASSOCIATION OF TELEPHONE: (801) 575-8297
CERTIFIED PUBLIC ACCOUNTANTS FACSIMILE: (801) 575-8306
- --------------------------------------------------------------------------------
Board of Directors and Shareholder
Olympic Rehabilitation Services, Inc.
Our audit of the basic financial statements presented in the preceding section
of this report was made primarily to form an opinion on such financial
statements taken as a whole. The additional information, contained in the
following pages, is not considered essential for the fair presentation of the
financial position of Olympic Rehabilitation Services, Inc., the results of its
operations or cash flows in conformity with generally accepted accounting
principles. The following information consisting of Schedule V and Schedule VI
is included to comply with reporting requirements of the Securities and Exchange
Commission. Such data was subjected to the audit procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
March 12, 1998
F-8
OLYMPIC REHABILITATION SERVICES, INC.
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Balance at Balance
Beginning Additions at End
of Period at Cost Retirement of Period
------------------ ------------------ ----------------- -----------------
Year Ended December 31, 1995:
Equipment $ 0 $ 0 $ 0 $ 0
Leasehold Improvements 0 0 0 0
------------------ ------------------ ----------------- -----------------
$ 0 $ 0 $ 0 $ 0
================== ================== ================= =================
Year Ended December 31, 1996:
Equipment $ 0 $ 457,956 $ 0 $ 457,956
Leasehold Improvements 0 73,350 0 73,350
------------------ ------------------ ----------------- -----------------
$ 0 $ 531,306 $ 0 $ 531,306
================== ================== ================= =================
F-9
OLYMPIC REHABILITATION SERVICES, INC.
SCHEDULE VI - ACCUMULATED DEPRECIATION OF
PROPERTY, PLANT AND EQUIPMENT
Additions
Balance at Charged to Balance
Beginning Costs and at End
of Period Expenses Retirement of Period
------------------ ------------------ ----------------- -----------------
Year Ended December 31, 1995:
Equipment $ 0 $ 0 $ 0 $ 0
Leasehold Improvements 0 0 0 0
------------------ ------------------ ----------------- -----------------
$ 0 $ 0 $ 0 $ 0
================== ================== ================= =================
Year Ended December 31, 1996:
Equipment $ 0 $ 76,537 $ 0 $ 76,537
Leasehold Improvements 0 1,012 0 1,012
------------------ ------------------ ----------------- -----------------
$ 0 $ 77,549 $ 0 $ 77,549
================== ================== ================= =================
F-10