-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D0Qw07XOmuelG7fekgXRkFh/ixTN1M5ysLj9a1NUDmyXnMna3d1uyOZNpx4FqQlD Y9SA4enHIGPBOi5uFmnQrA== 0000950123-99-005294.txt : 19990625 0000950123-99-005294.hdr.sgml : 19990625 ACCESSION NUMBER: 0000950123-99-005294 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990514 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED HEALTH CORP CENTRAL INDEX KEY: 0001002628 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 133893841 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21209 FILM NUMBER: 99638748 BUSINESS ADDRESS: STREET 1: 555 WHITE PLAINS RD STREET 2: 2ND FL CITY: TARRYTOWN STATE: NY ZIP: 10591 BUSINESS PHONE: 9145244705 MAIL ADDRESS: STREET 1: 560 WHITE PLAINS RD STREET 2: 2ND FLOOR CITY: TARRYTOWN STATE: NY ZIP: 10591 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 14, 1999 ADVANCED HEALTH CORPORATION - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - ------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 005-48507 133893841 - ------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 555 White Plains Road, Tarrytown, NY 10591 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (914) 524-4705 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 Item 2. ACQUISITION OR DISPOSITION OF ASSETS. On May 14, 1999, Advanced Health Corporation d/b/a AHT Corporation ("AHT") completed the sale of its physician management services unit to PractiCare, Inc., a wholly-owned subsidiary of Phoenix Home Life Mutual Insurance Company, for $3.139 million in cash plus the assumption of certain payables and capital leases associated with the unit, pursuant to an Asset Purchase Agreement, dated as of May 14, 1999, by and among Advanced Health Management Corporation and Integrated Medical Management, Inc. (subsidiaries of AHT), AHT, and PractiCare, Inc. A copy of AHT's press release, dated May 17, 1999, relating to the above-described transaction is attached hereto as Exhibit 99. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (b) The following Pro Forma Consolidated Balance Sheet as of March 31, 1999 has been prepared to reflect the disposition transaction and the adjustments described in the accompanying notes. The pro forma financial information is based on the historical consolidated balance sheet of AHT and its Subsidiaries (collectively, the "Company") and should be read in conjunction with the notes and management assumptions with respect thereto. The Pro Forma Consolidated Balance Sheet was prepared as if the disposition transaction occurred on March 31, 1999. The pro forma financial information is unaudited and not necessarily indicative of the consolidated results which actually would have occurred if the disposition transaction had been consummated at the beginning of the period presented, nor does it purport to represent the future financial position and results of operations for future periods. 2 3 Advanced Health Corporation and Subsidiaries Pro Forma Consolidated Balance Sheet (unaudited) March 31, 1999 (dollars in thousands)
Pro Forma Pro Historical Adjustments Forma ---------- ----------- ----- ASSETS Cash and cash equivalents 3,634 2,480(a) 6,114 Restricted Cash 3,230 450(a) 3,680 Investment in marketable securities 8,732 8,732 Accounts receivable, net 239 239 Other current assets 474 474 Net current assets from discontinued operations 1,097 (944)(b) 153 ------- ------- ------- Total current assets 17,406 1,986 19,392 PROPERTY AND EQUIPMENT, net 2,417 2,417 INTANGIBLE ASSETS, net 1,851 1,851 INVESTMENTS IN AFFILIATES 14,000 14,000 OTHER ASSETS 1,940 1,940 OTHER ASSETS FROM DISCONTINUED OPERATIONS 2,739 (1,830)(b) 909 ------- ------- ------- Total assets 40,353 156 40,509 ------- ------- ------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities 2,680 2,680 Other current liabilities 1,006 1,006 Other current liabilities from discontinued operations 7,873 (1,814)(b,c,d) 6,059 ------- ------- ------- Total current liabilities 11,559 (1,814) 9,745 DEFERRED REVENUE 523 523 NET LIABILITIES FROM DISCONTINUED OPERATIONS 221 (221)(b) ------- ------- ------- Total liabilities 12,303 (2,035) 10,268 ------- ------- ------- COMMITMENTS SHAREHOLDERS' EQUITY Preferred Stock, $.01 par value, 5,000,000 shares Authorized; 0 shares issued and outstanding Common stock, $.01 par value; 15,000,000 shares Authorized; 10,480,029 shares issued and outstanding 104 104 Additional paid-in capital 108,600 108,600 Accumulated deficit (80,267) 2,191 (a) (78,076) Unrealized gain on marketable securities, net of deferred income tax 2 2 Less: Treasury stock, at cost (153,937 shares) (389) (389) ------- ------- ------- Total shareholders' equity 28,050 2,191 30,241 ------- ------- ------- Total liabilities and shareholders' equity 40,353 156 40,509 ------- ------- -------
The accompanying notes and management's assumptions to the pro forma consolidated balance sheet are an integral part of the balance sheet. 3 4 ADVANCED HEALTH CORPORATION NOTES AND MANAGEMENT'S ASSUMPTIONS TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION: On May 14, 1999, the Company completed the sale of its physician management services unit to PractiCare, Inc. for $3.139 million in cash plus the assumption of certain payables and capital leases associated with the unit, pursuant to a Asset Purchase Agreement, dated as of May 14, 1999, by and among Advanced Health Management Corporation and Integrated Medical Management, Inc.(subsidiaries of AHT), AHT, and PractiCare, Inc. (the "Asset Purchase Agreement".) The accompanying unaudited pro forma consolidated balance sheet is presented as if the disposition transaction occurred on March 31, 1999. This pro forma balance sheet should be read in conjunction with the historical financial statements and notes thereto of the Company as of March 31, 1999. In management's opinion, all material adjustments necessary to reflect the effects of the disposition transaction by the Company have been made. The unaudited pro forma consolidated balance sheet is not necessarily indicative of the actual financial position of the Company as of March 31, 1999. 2. UNAUDITED PRO FORMA ADJUSTMENTS: A description of the adjustments included in the unaudited pro forma statements are as follows: (a) To reflect the proceeds of the sale of the unit which includes $450,000 held in escrow and restricted by the terms of the escrow agreement pending the determination, six months from the date of the agreement, of the net realized assets transferred pursuant to the terms of the Asset Purchase Agreement. (b) To record assets and liabilities assumed by PractiCare, Inc. (c) To adjust accrued liabilities assumed by PractiCare, Inc. (d) To reflect the immediate liquidation of liabilities retained by the Company out of the net cash proceeds from the sale of the unit based on the terms of the Asset Purchase Agreement. In addition, the Company's pro forma balance sheet does not include additional future payments to be made in connection with the disposition transaction amounting to $1,929,000. 4 5 (c) Exhibits: 99 Press Release issued by AHT dated May 17, 1999 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ADVANCED HEALTH CORPORATION, d/b/a AHT CORPORATION Date: June 1, 1999 By: /s/ Jeffrey M. Sauerhoff ----------------------- Jeffrey M. Sauerhoff Chief Financial Officer EXHIBIT INDEX ------------- EXHIBIT NO. DESCRIPTION ----------- ----------- 99 Press Release issued by AHT dated May 17, 1999 5 EX-99 2 PRESS RELEASE 1 EXHIBIT 99 FOR IMMEDIATE RELEASE Contact: Arthur Dague (914) 524-4783 adague@ahtech.com AHT CORPORATION ANNOUNCES SALE OF ITS PHYSICIAN MANAGEMENT SERVICES UNIT AHT'S BUSINESS NOW EXCLUSIVELY FOCUSED ON INTERNET-BASED CLINICAL E-COMMERCE TARRYTOWN, NY, MAY 17, 1999 - AHT Corporation (Nasdaq: AHTC) announced today the sale of its physician management services unit to PractiCare, Inc., a wholly-owned subsidiary of Phoenix Home Life Mutual Insurance Company, for approximately $3.1 million in cash plus the assumption of certain payables and capital leases associated with the unit. The sale of the physician management services unit enables AHT to focus entirely on the growth of its Internet-based clinical e-commerce business managing laboratory and prescription transactions. "This marks an important turning point for AHT," said Jon Edelson, M.D, Chairman, CEO and President. "All of our Company's resources can now be devoted to capturing the significant opportunities before us that are being created by the growth of the Internet and its emerging transformation of the healthcare industry. We believe AHT is competitively positioned to benefit from this trend by leveraging its clinical e-commerce products, prominent customer base, and national distribution channels." Commenting on the sale, Jeffrey Sauerhoff, Chief Financial Officer, stated, "Hambrecht & Quist assisted us in a national search to identify the best buyer for our physician management services unit. The transaction was structured as an asset purchase sale, encompassing the unit's assets in Tarrytown, NY, Malvern, PA, and Atlanta, GA. Although AHT will receive $3.1 million in cash for these assets, we expect the transaction to be cash flow neutral as we retire certain obligations created in connection with the unit's prior acquisition of Integrated Medical Management, Inc." Separately, AHT said that it had settled a previously announced dispute with Dr. Jeffrey Moses, a former partner in Advanced Heart Physicians and Surgeons Network, LLP, a practice with which the Company had a management services contract. Terms of the settlement were not released. AHT Corporation (Nasdaq: AHTC) participates in the growing healthcare e-commerce market. The Company provides information technology enabling the electronic management of laboratory and prescription transactions. AHT's goal is to be a leading provider of Internet-based clinical e-commerce among physicians and healthcare organizations. For more information, please visit AHT's website at www.ahtech.com. (Effective February 1, 1999, Advanced Health Corporation changed the name under which it is conducting business to AHT Corporation and changed its Nasdaq stock symbol from ADVH to AHTC.) This press release contains forward-looking information regarding AHT Corporation. The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements, including statements as to industry trends, future economic performance, anticipated profitability, anticipated revenues and expenses, and products or service line growth may be significantly impacted by certain risks and uncertainties, including, but not limited to, failure of the clinical e-commerce industry to develop at anticipated rates, failure of the Company's clinical information technology products and services to gain significant market acceptance, competition and other economic factors. No assurances can be given as to the outcome of any pending 2 lawsuits involving AHT. These forward-looking statements speak only as of the date hereof, and the Company disclaims any intention or obligation to update these forward-looking statements in the future. Additional risks and uncertainties are described in AHT's public filings with the Securities and Exchange Commission. 2 -----END PRIVACY-ENHANCED MESSAGE-----